LEASE AGREEMENT

     THIS LEASE AGREEMENT ("Lease"), is made and entered into this ___ day of
February, 2002, by and between Landlord (sometimes called also "Lessor") and
Tenant (sometimes called also "Lessee").


                              W I T N E S S E T H:


     1. Certain Definitions. For purposes of this Lease, the following terms
shall have the meanings hereinafter ascribed thereto:

<TABLE>

<S>     <C>  <C>                        <C>

        (a)  Landlord:                  ASI Properties, Inc., a Georgia corporation

        (b)  Landlord's Address:        Rent Payment and Mailing Address:

                                        470 East Paces Ferry Road
                                        Atlanta, Georgia  30305-3300
                                        Attn:  Chief Financial Officer

        (c)  Tenant:                    AmQUEST, Inc., a Georgia corporation
        (d)  Tenant's Initial Address:  470 East Paces Ferry Road, Suite 1
                                        Atlanta, Georgia  30305-3300

        (e)  Building Address:          470 East Paces Ferry Road, N.E.
                                        Atlanta, Georgia   30305-3300

        (f)  Suite (Floor) Numbers:     1, 2, 6 and 7

        (g)  Rentable Floor Area of
             Demised Premises:          33,446 rentable square feet

        (h)  Intentionally Deleted.

        (i)  Lease Term:                Rental Commencement Date  through
                                        and including January 31, 2006.

        (j)  Base Rental Rate:          First month's rental due on Lease execution.

</TABLE>
                                     -1-

<PAGE>

                                     MONTHS
                     01 (February, 2002) - 03 (April, 2002)

                                RATE PER SQUARE FOOT OF
MONTHLY BASE                    RENTABLE FLOOR AREA OF
 RENTAL RATE                    DEMISED PREMISES        TOTAL  BASE RENTAL RATE
  $17,725.00                    $35.05 (For Suite 7)            $212,700.00
                                $ 0.00 (For Suites 1, 2 and 6)


                                     MONTHS
                      04 (May, 2002) - 48 (January, 2006)

                                RATE PER SQUARE FOOT OF
MONTHLY BASE                    RENTABLE FLOOR AREA OF
RENTAL RATE                     DEMISED PREMISES        TOTAL BASE RENTAL RATE
  $90,856.67                    $20.00 (For Suites 1 and 2)     $1,090,280.00
                                $40.00 (For Suites 6 and 7)


        (k)  Intentionally Deleted.

        (l)  Rental Commencement Date: Rent will commence on the date of this
             Lease.

        (m)  Intentionally Deleted.

        (n)  Intentionally Deleted.

        (o)  Intentionally Deleted.

        (p)  Intentionally Deleted.

     2. Lease of Premises. Landlord, in consideration of the covenants and
agreements to be performed by Tenant, and upon the terms and conditions
hereinafter stated, does hereby rent and lease unto Tenant, and Tenant does
hereby rent and lease from Landlord, certain premises (the "Demised Premises")
in the building (hereinafter referred to as "Building") located on that certain
tract of land (the "Land") commonly known as 470 East Paces Ferry Road, N.E.,
Atlanta, Georgia , which Demised Premises comprise all of the Rentable Floor
Area in Suites 1, 2, 6 and 7 of the Building and are outlined on the floor plan
attached hereto as Exhibit "A" and by this reference made a part hereof, with no
easement for light, view or air included in the Demised Premises or being
granted hereunder. The "Project" is comprised of the Building, the Land, the
Building's parking facilities, any walkways, covered walkways or other means of
access to the Building and the Building's parking facilities, all common areas,
including any plazas, and any other improvements or landscaping on the Land.

     3. Term.  The term of this Lease ("Lease  Term") shall commence on the date
of this Lease, and, unless sooner terminated as provided in this Lease, shall
end on the January 31, 2006.

                                      -2-

<PAGE>


     4. Possession. Tenant shall be deemed to have taken possession of the
Demised Premises as of the date of this Lease, and Tenant agrees it shall take
such possession of the Demised Premises in its "as is" condition with all faults
other than latent defects.

     5. Rental Payments.

          (a) Commencing on the Rental Commencement Date, and continuing
     thereafter throughout the Lease Term, Tenant hereby agrees to pay all Rent
     due and payable under this Lease. As used in this Lease, the term "Rent"
     shall mean the Base Rental ( as defined in Section 6 below), and any other
     amounts that Tenant specifically assumes or agrees to pay under the
     provisions of this Lease that are owed to Landlord, including without
     limitation any that may become due by reason of any default of Tenant or
     failure on Tenant's part to comply with the agreements, terms, covenants
     and conditions of this Lease to be performed by Tenant. Base Rental shall
     be due and payable in equal installments on the first day of each calendar
     month, commencing on the Rental Commencement Date and continuing thereafter
     throughout the Lease Term and any extensions or renewals thereof, and
     Tenant hereby agrees to pay Base Rent to Landlord at Landlord's address as
     provided herein (or such other address as may be designated by Landlord
     from time to time) monthly in advance. Tenant shall pay all Rent and other
     sums of money as the same shall become due from and payable by Tenant to
     Landlord under this Lease at the times and in the manner provided in this
     Lease, without demand, set-off or counterclaim.

          (b) If the Rental Commencement Date is other than the first day of a
     calendar month or if this Lease terminates on other than the last day of a
     calendar month, then the installments of Base Rental for any such months
     shall be prorated on a daily basis and the installment so prorated shall be
     paid in advance. Also, if the Rental Commencement Date occurs on other than
     the first day of a the month, the Base Rental for the month in which said
     date occurs shall be payable on the Rental Commencement Date.

     6. Base Rental. Subject to adjustment as specifically set forth in this
Lease (including, without limitation, the Special Stipulations as set forth in
Exhibit C), from and after the Rental Commencement Date Tenant shall pay to
Landlord in equal monthly installments a base annual rental (herein called "Base
Rental") for each Lease Year equal to the Total Rental Rate set forth for such
Lease Year in Article 1(j) above. As used in this Lease, the term "Lease Year"
shall mean the twelve month period commencing on the Rental Commencement Date,
and each successive twelve month period thereafter during the Lease Term, except
that if the Rental Commencement Date is not on the first day of a calendar
month, the first Lease Year shall extend through the end of the twelfth full
calendar month after the Rental Commencement Date.

7.      Intentionally Deleted..

8.      Operating Expenses.

     For the purposes of this Lease, "Operating Expenses" shall mean all
expenses, costs and disbursements (but not specific costs chargeable to specific
tenants of the Project) of every kind and nature, computed on an accrual basis,
relating to or incurred or paid in connection with the ownership, management,
operation, repair and maintenance of the Project. Subject to any specific
sections of this Lease, including the Special Stipulations set forth in Exhibit
C, to the contrary, Landlord, at Landlord's sole cost and expense, shall be
responsible for all Operating Expenses and Tenant shall have no obligation to
pay or contribute to same.

                                      -3-

<PAGE>

     9. Landlord's Alterations and Improvements. Landlord reserves the right at
any time and from time to time to make or permit changes or revisions in the
common areas of the Project, including, without limitation, additions to,
subtractions from, rearrangements of, alterations of, and modifications or
supplements to the common areas of the Project; provided, however, Landlord
agrees that no such changes, revisions, additions, subtractions, rearrangements,
alterations, modifications or supplements shall have the effect of reducing the
number of parking spaces available for use by Tenant, or with respect to other
tenants and occupants of the Building, below the number required by governmental
laws and ordinances, or shall materially interfere with access to the Building
or the Demised Premises.

     10. Tenant Taxes. Tenant shall pay promptly when due all taxes directly or
indirectly imposed or assessed upon Tenant's gross sales, business operations,
machinery, equipment, trade fixtures and other personal property or assets,
which may become a lien on any portion of the Project whether such taxes are
assessed against Tenant, Landlord or the Building. In the event that such taxes
are imposed or assessed against Landlord or the Building, Landlord shall furnish
Tenant with all applicable tax bills, public charges and other assessments or
impositions and Tenant shall forthwith pay the same either directly to the
taxing authority or, at Landlord's option, to Landlord, upon Landlord's request
together with evidence of Landlord's payment of such taxes. Notwithstanding
anything contained herein or elsewhere to the contrary, Tenant shall not be
responsible for any real estate taxes or assessments for the Land, Building or
Project, including, without limitation any special assessment for public
improvement and any business improvement assessment or any franchise taxes or
taxes imposed upon or measured by the income or profits of the Landlord;
Landlord shall pay, when due, all such taxes.

     11. Payments. All payments of Rent and other payments to be made to
Landlord shall be made on a timely basis and shall be payable to Landlord or as
Landlord may otherwise designate. All such payments shall be mailed or delivered
to Landlord's Address designated in Article 1(b) above or at such other place as
Landlord may designate from time to time in writing. If mailed, all payments
shall be mailed in sufficient time and with adequate postage thereon to be
received by Landlord no later than the due date for such payment.

     12. Interest and Late Charges. Any rent or other amounts payable to
Landlord under this Lease, if not paid by the tenth (10th) day after Tenant
receives notice from Landlord of non-payment, shall incur a late charge of three
percent (3%) for Landlord's administrative expense in processing such delinquent
payment and in addition thereto shall bear interest at the "Prime Rate" as
published in The Wall Street Journal (or, if The Wall Street Journal is no
longer published, some other daily financial publication of national circulation
as selected by Landlord) on the last business day prior to the expiration of
such ten (10) day period, plus two percent (2%) per annum from and after the
expiration of such ten (10) day period. Notwithstanding the foregoing, Landlord
shall not be required to give notice as a condition to imposition of the late
charge or interest more than twice during any twelve-month period. In no event
shall the rate of interest payable on any late payment exceed the legal limits
for such interest enforceable under applicable law. The interest shall accrue
from the date herein specified until the date such payment is received. Such
late charge and interest shall be payable immediately to Landlord as additional
rent hereunder. Acceptance of such late charge by Landlord shall in no event
constitute a waiver of Tenant's default with respect to such overdue amount, or
prevent Landlord from exercising any of the other rights and remedies granted
hereunder. Nothing contained in this paragraph, however, shall be construed to
require Landlord to accept a late payment from Tenant. There will also be a
twenty-five dollar ($25.00) charge should any check be returned by a bank for
insufficient funds.

     13. Use Rules. Suites 1 and 2 of the Demised Premises shall be used for
data center space

-4-

<PAGE>

     and office space, and for no other purposes, and Suites 6 and 7 of the
Demised Premises shall be used for data center space and no other purpose, all
space to be leased in accordance with all applicable laws, ordinances, rules and
regulations of governmental authorities, and the Rules and Regulations attached
hereto and made a part hereof. Tenant covenants and agrees to abide by the Rules
and Regulations in all respects as now set forth and attached hereto or as
hereafter promulgated by Landlord, provided that such Rules and Regulations are
equally applicable to all tenants of the Building and are not enforced in a
discriminatory manner. Landlord shall have the right at all times during the
Lease Term to publish and promulgate and thereafter enforce such rules and
regulations or changes in the existing Rules and Regulations as it may
reasonably deem necessary to protect the tenantability, safety, operation, and
welfare of the Demised Premises and the Project. Tenant hereby expressly agrees
that Tenant shall comply in all respects with all applicable laws, ordinances,
rules and regulations of governmental authorities regarding the handling,
storage, transportation and disposal of contaminants in connection with the
operation of Tenant's business in the Demised Premises.

     14. Alterations. Except for non-structural, interior alterations which cost
less than Ten Thousand Dollars ($10,000) and in no way affect the systems of the
Building other than to a deminimus extent and except the alterations and
construction to be performed by American Software, Inc. ("ASI") for Norfolk
Southern Corporation pursuant to that certain letter agreement between ASI and
Tenant, Tenant shall not make, suffer or permit to be made any alterations,
additions or improvements to or of the Demised Premises or any part thereof, or
attach any fixtures or equipment thereto, without first obtaining Landlord's
written consent, which consent shall not be unreasonably withheld. Subject to
Section 31, and any other specific sections of this Lease to the contrary, all
such alterations, additions and improvements shall become Landlord's property at
the expiration or earlier termination of the Lease Term and shall remain on the
Demised Premises without compensation to Tenant unless Landlord elects by notice
to Tenant at the time of approval of said alterations to have Tenant remove such
alterations, additions and improvements, in which event notwithstanding any
contrary provisions respecting such alterations, additions and improvements
contained in Article 31 thereof, Tenant shall promptly restore, at its sole cost
and expense, the Demised Premises to its condition prior to the installation of
such alterations, additions and improvements, normal wear and tear excepted.
Notwithstanding the above, Tenant may remove trade-fixture items from the
Demised Premises provided that Tenant shall repair any damage to the Leased
Premises occasioned by such removal. All of Tenant's personal property on the
Demised Premises shall remain the property of Tenant.

     15. Repairs.

          (a) Subject to Tenant's obligations pursuant to Paragraph 2 of the
     Special Stipulations attached hereto or as may otherwise be agreed between
     Tenant and ASI, Landlord shall maintain in good order and repair, subject
     to normal wear and tear and subject to casualty and condemnation, the
     Project, including the Building (except the Demised Premises and other
     portions of the Building leased to other tenants), the Building parking
     facilities, the public areas and the landscaped areas. Notwithstanding the
     foregoing obligation, the cost of any repairs or maintenance to the
     foregoing necessitated by the negligence or otherwise of Tenant or its
     agents, contractors, employees, subtenants or assigns subject to normal
     wear and tear, shall be borne solely by Tenant and shall be deemed Rent
     hereunder and shall be reimbursed by Tenant to Landlord promptly. Landlord
     shall not be required to make any non-structural repairs or improvements to
     the Demised Premises, other than repairs and improvements necessitated by
     the negligence or otherwise of Landlord or its agents, contractors or
     employees, subject to normal wear and tear.

          (b) Subject to Landlord's obligations in Section 15(a), Tenant
     covenants and agrees that it will take good care of the interior of Demised
     Premises and all alterations, additions and improvements thereto and

                                      -5-

<PAGE>

          will keep and maintain the same in good condition and repair, except
     for normal wear and tear. Tenant shall promptly report, in writing, to
     Landlord any defective or dangerous condition known to Tenant. To the
     fullest extent permitted by law, Tenant hereby waives all rights to make
     repairs at the expense of Landlord or in lieu thereof to vacate the Demised
     Premises as may be provided by any law, statute or ordinance now or
     hereafter in effect except for any condition (not caused by Tenant) which
     threatens imminent injury to persons or material damage to property, or
     prevents Tenant's access to or use of the Demised Premises, which Tenant
     shall have the right to correct at Landlord's expense in the form of
     abatement of Rent (not to exceed Twenty Five percent (25%) of the Rent
     otherwise due and payable the month or months that such abatement is taken)
     if not corrected by Landlord within two (2) business days after Tenant's
     notice of the same to Landlord. Landlord has no obligation and has made no
     promise to alter, remodel, improve, repair, decorate or paint the Demised
     Premises or any part thereof, except as specifically and expressly herein
     set forth.

     16. Landlord's Right of Entry. Landlord shall retain duplicate keys to all
doors of the Demised Premises and Landlord and its agents, employees and
independent contractors shall have the right to enter the Demised Premises at
reasonable hours to inspect and examine same, to make repairs, additions,
alterations, and improvements, to exhibit the Demised Premises to mortgagees,
prospective mortgagees, purchasers or, if within the last six (6) months of
term, tenants, and to inspect the Demised Premises to ascertain that Tenant is
complying with all of its covenants and obligations hereunder; provided,
however, that Landlord shall, except in case of emergency, afford Tenant such
prior notification of an entry into the Demised Premises as shall be reasonably
practicable under the circumstances and shall not interrupt or unreasonably
interfere with Tenant's use of the Demised Premises. Subject to the foregoing,
Landlord shall be allowed to take into and through the Demised Premises any and
all materials that may be required to make such repairs, additions, alterations
or improvements. During such time as such work is being carried on in or about
the Demised Premises, the Rent provided herein shall not abate, and Tenant
waives any claim or cause of action against Landlord for damages by reason of
interruption of Tenant's business or loss of profits therefrom because of the
prosecution of any such work or any part thereof.

     17. Insurance.

          (a) Tenant shall procure at its expense and maintain throughout the
     Lease Term a policy or policies of fire and extended coverage insurance
     insuring the full replacement cost of its furniture, equipment, supplies,
     and other property owned, leased, held or possessed by it and contained in
     the Demised Premises, together with the value of any leasehold alterations,
     additions and/or improvements to the Demised Premises which Tenant is
     responsible to maintain or repair pursuant to this Lease, and workmen's
     compensation insurance as required by applicable law. Tenant shall also
     procure at its expense and maintain throughout the Lease Term a policy or
     policies of insurance, insuring Tenant, Landlord, Landlord's managing agent
     and Landlord's mortgagee, if any, against any and all liability for injury
     to or death of a person or persons and for damage to property occasioned by
     or arising out of any construction work performed by Tenant or Tenant's
     contractors on the Demised Premises, or arising out of the condition, use,
     or occupancy of the Demised Premises, or in any way occasioned by or
     arising out of the activities of Tenant, its agents, contractors or
     employees in the Demised Premises, or other portions of the Building or the
     Project, and of Tenant's guests and licensees while they are in the Demised
     Premises, the limits of such policy or policies to be in combined single
     limits for both damage to property and personal injury and in amounts not
     less than Two Million Dollars ($2,000,000) for each occurrence. Such
     insurance shall, in addition, extend to any liability of Tenant arising out
     of the indemnities provided for in this Lease. Tenant shall also carry such
     other types of insurance in form and amount which Landlord shall reasonably

                                      -6-

<PAGE>

          deem to be prudent for Tenant to carry, should the circumstances or
     conditions so merit Tenant carrying such type of insurance and provided
     that such insurance is then customarily required to be maintained by
     landlords of similar projects. All insurance policies procured and
     maintained by Tenant pursuant to this Article 17 shall name Landlord,
     Landlord's managing agent and Landlord's mortgagee, if any, and any
     additional parties designated by Landlord, as additional insureds, shall be
     carried with companies licensed to do business in the State of Georgia
     reasonably satisfactory to Landlord and shall be non-cancelable and not
     subject to material change except after twenty (20) days written notice to
     Landlord. Such policies or duly executed certificates of insurance with
     respect thereto, accompanied by proof of payment of the premium therefor,
     shall be delivered to Landlord on or by the date of the Lease, and renewals
     of such policies shall be delivered to Landlord at least twenty (20) days
     prior to the expiration of each respective policy term.

          (b) Landlord shall procure at its expense and shall thereafter
     maintain throughout the Lease Term a policy or policies of fire and
     extended coverage insurance with respect to the Building and the
     improvements to the Demised Premises, insuring against loss or damage by
     fire and such other risks as are from time to time included in a standard
     form of fire and extended coverage policy of insurance available in the
     State of Georgia. Said Building and improvements to the Demised Premises
     shall be insured for the benefit of Landlord in an amount not less than the
     full replacement costs thereof as determined from time to time by the
     insurance company (excluding any costs of replacing any leasehold
     alterations, additions or improvements to the Demised Premises which Tenant
     is responsible to maintain or repair pursuant to the terms of this Lease
     and such insurance may provide for a reasonable deductible). Landlord shall
     also procure at its expense and shall thereafter maintain throughout the
     Lease Term a policy or policies of commercial general liability insurance
     insuring against the liability of Landlord arising out of the maintenance,
     use and occupancy of the Project, with limits of such policy or policies to
     be in combined single limits for both damage to property and personal
     injury and in amounts not less than One Million Dollars ($1,000,000.00) for
     each occurrence. Such insurance required herein shall be issued by and
     binding upon an insurance company approved by the Insurance Commissioner of
     the State of Georgia and licensed to do business in the State of Georgia.
     Upon reasonable request from Tenant, Landlord will provide a certificate of
     insurance evidencing the maintenance of the insurance required herein.

     18. Waiver of Subrogation. Landlord shall have included in all policies of
fire, extended coverage, business interruption and other insurance obtained by
Landlord covering the Demised Premises, the Building and contents therein, a
waiver by the insurer of all right of subrogation against the Tenant in
connection with any loss or damage thereby insured against. Any additional
premium for such waiver shall be paid by the Landlord. To the full extent
permitted by law, Landlord waives all right of recovery against the Tenant for,
and agrees to release the Tenant from liability for, loss or damage to the
extent such loss or damage is covered by valid and collectible insurance in
effect at the time of such loss or damage or would be covered by the insurance
required to be maintained under this Lease by the Landlord.

     19. Default.

          (a) The following events shall be deemed to be events of default by
     Tenant under this Lease: (i) Tenant shall fail to pay any installment of
     Base Rental within ten (10) days after the due date thereof; (ii) Tenant
     shall fail to comply with any term, provision, covenant or warranty made
     under this Lease by Tenant, other than the payment of the Base Rental or
     any other charge or assessment payable by Tenant, and shall not diligently
     attempt to cure such failure within thirty (30) days after notice thereof
     to Tenant; (iii) Tenant or any guarantor of this Lease shall make a general
     assignment for the benefit of creditors, or

                                      -7-

<PAGE>

          shall admit in writing its inability to pay its debts as they become
     due, or shall file a petition in bankruptcy, or shall be adjudicated as
     bankrupt or insolvent, or shall file a petition in any proceeding seeking
     any reorganization, arrangement, composition, readjustment, liquidation,
     dissolution or similar relief under any present or future statute, law or
     regulation, or shall file an answer admitting or fail timely to contest the
     material allegations of a petition filed against it in any such proceeding;
     (iv) a proceeding is commenced against Tenant or any guarantor of this
     Lease seeking any reorganization, arrangement, composition, readjustment,
     liquidation, dissolution or similar relief under any present or future
     statute, law or regulation, and such proceeding shall not have been
     dismissed within forty-five (45) days after the commencement thereof; (v) a
     receiver or trustee shall be appointed for the Demised Premises or for all
     or substantially all of the assets of Tenant or of any guarantor of this
     Lease; (vi) Tenant shall do or permit to be done anything which creates a
     lien upon the Demised Premises or the Project and such lien is not removed
     or discharged within thirty (30) days after notice thereof; (vii) Tenant
     shall fail to return a properly executed instrument to Landlord in
     accordance with the provisions of Article 27 hereof within the time period
     provided for such return following Landlord's request for same as provided
     in Article 27; or (viii) Tenant shall fail to return a properly executed
     estoppel certificate to Landlord in accordance with the provisions of
     Article 28 hereof within the time period provided for such return following
     Landlord's request for same as provided in Article 28.

          (b) Upon the occurrence of any of the aforesaid events of default,
     Landlord shall have the option to pursue any one or more of the following
     remedies without any notice or demand whatsoever: (i) terminate this Lease,
     in which event Tenant shall promptly surrender the Demised Premises to
     Landlord and if Tenant fails to do so, Landlord may without prejudice to
     any other remedy which it may have for possession or arrearages in Rent,
     enter upon and take possession of the Demised Premises and expel or remove
     Tenant and any other person who may be occupying said Demised Premises or
     any part thereof, by force, if necessary, without being liable for
     prosecution or any claim of damages therefor (provided such action shall
     not constitute a breach of the peace); Tenant hereby agreeing to promptly
     pay to Landlord on demand the amount of all reasonable loss and damage
     which Landlord may suffer by reason of such termination, whether through
     inability to relet the Demised Premises on satisfactory terms or otherwise;
     (ii) terminate Tenant's right of possession (but not this Lease) and enter
     upon and take possession of the Demised Premises and expel or remove Tenant
     and any other person who may be occupying said Demised Premises or any part
     thereof, by entry (including the use of force, if necessary), dispossessory
     suit or otherwise, without thereby releasing Tenant from any liability
     hereunder, without terminating this Lease, and without being liable for
     prosecution or any claim of damages therefor (provided such action shall
     not constitute a breach of the peace) and, if Landlord so elects (without
     any obligation of Landlord), make such alterations, redecorations and
     repairs as, in Landlord's reasonable judgment, may be necessary to relet
     the Demised Premises, and Landlord shall make reasonable efforts to relet
     the Demised Premises or any portion thereof in Landlord's or Tenant's name,
     but for the account of Tenant, for such term or terms (which may be for a
     term extending beyond the Lease Term) and at such rental or rentals and
     upon such other terms as Landlord may reasonably deem advisable, in order
     to mitigate Landlord's loss, with or without advertisement, and by private
     negotiations, and Landlord may receive the rent therefor, Tenant hereby
     agreeing to pay to Landlord the deficiency, if any, between the amount of
     all Rent reserved hereunder and the total rental applicable to the Lease
     Term hereof obtained by Landlord re-letting, and Tenant shall be liable for
     Landlord's reasonable expenses in redecorating and restoring the Demised
     Premises as necessary to enable re-letting (but in no case to a condition
     better than that in which the Tenant is obligated to return the Demised
     Premises under Section 31), and all reasonable costs incident to such
     re-letting, including broker's commissions and lease assumptions, and in no
     event shall Tenant be entitled to any rentals received by Landlord in
     excess of the amounts due by Tenant hereunder; or (iii) enter upon the

                                      -8-

<PAGE>

     Demised Premises by force, if necessary (without any breach of the peace),
     and do whatever Tenant is obligated to do under the terms of this Lease;
     and Tenant agrees to promptly reimburse Landlord on demand for any expenses
     including, without limitation, reasonable attorneys' fees which Landlord
     may incur in thus effecting compliance with Tenant's obligations under this
     Lease.

          (c) Pursuit of any of the foregoing remedies shall not preclude
     pursuit of any other remedy herein provided or any other remedy provided by
     law or at equity, nor shall pursuit of any remedy herein provided
     constitute an election of remedies thereby excluding the later election of
     an alternate remedy, or a forfeiture or waiver of any Rent or other charges
     and assessments payable by Tenant and due to Landlord hereunder or of any
     damages accruing to Landlord by reason of violation of any of the terms,
     covenants, warranties and provisions herein contained. No reentry or taking
     possession of the Demised Premises by Landlord or any other action taken by
     or on behalf of Landlord shall be construed to be an acceptance of a
     surrender of this Lease or an election by Landlord to terminate this Lease
     unless written notice of such intention is given to Tenant. Forbearance by
     Landlord to enforce one or more of the remedies herein provided upon an
     event of default shall not be deemed or construed to constitute a waiver of
     such default. In determining the amount of loss or damage which Landlord
     may suffer by reason of termination of this Lease or the deficiency arising
     by reason of any reletting of the Demised Premises by Landlord as above
     provided, allowance shall be made for the expense of repossession. Tenant
     agrees to pay to Landlord all reasonable costs and expenses incurred by
     Landlord in the enforcement of this Lease, including, without limitation,
     the reasonable fees of Landlord's attorneys as provided in Article 25
     hereof.

     20. Waiver of Breach. No waiver of any breach of the covenants, warranties,
agreements, provisions, or conditions contained in this Lease shall be construed
as a waiver of said covenant, warranty, provision, agreement or condition or of
any subsequent breach thereof, and if any breach shall occur and afterwards be
compromised, settled or adjusted, this Lease shall continue in full force and
effect as if no breach had occurred.

     21. Assignment and Subletting.

          21.1 Lessor's Consent Required.

          (a) Lessee shall not assign, transfer, mortgage or encumber
     (collectively, "assign" or "assignment") or sublet all or any part of
     Lessee's interest in this Lease or in the Premises without Lessor's prior
     written consent which consent shall not be unreasonably withheld,
     conditioned or delayed, but the following assignments shall be permitted,
     subject to the Landlord's satisfaction of the conditions outlined herein:

          (i) Assignment to a parent or a wholly owned subsidiary of the Tenant;
     or

          (ii) Assignment to a new entity that is wholly owned by the same
     owners of the Tenant.

          (b) The  involvement  of  Lessee  or all or  substantially  all of its
     assets in any  transaction,  or series of  transactions  (by way of merger,
     sale, transfer or leveraged buy-out), whether or not a formal assignment or
     hypothecation  of this Lease or Lessee's  assets  occurs,  which results or
     will result in a reduction of the Net Worth of Lessee by an amount  greater
     than forty (40%) of such Net Worth as it exists  immediately  prior to said
     transaction  or  transactions   constituting   such  reduction,   shall  be
     considered  an  assignment  of this Lease to which  Lessor may withhold its
     consent unless otherwise permitted  hereunder.  "Net Worth of

                                      -9-

<PAGE>

          Lessee" shall mean the net worth of Lessee (excluding any guarantors)
     established under generally accepted accounting principles.

          (c) An unpermitted assignment or subletting without consent shall, at
     Lessor's option, be a default curable after notice per Paragraph 19, or a
     noncurable breach without the necessity of any notice and grace period. If
     Lessor elects to treat such unapproved assignment or subletting as a
     noncurable breach, Lessor may terminate this Lease.

          21.2 Terms and Conditions Applicable to Assignment and Subletting.

          (a) Regardless of Lessor's consent, any assignment or subletting shall
     not (i) be effective without the express written assumption by such
     assignee or sublessee of the obligations of Lessee under this Lease, (ii)
     release Lessee of any obligations to Landlord hereunder, or (iii) alter the
     primary liability of Lessee to Landlord for the payment of Rent or for the
     performance of any other obligations to be performed by Lessee.

          (b) Lessor may accept Rent or performance of Lessee's obligations from
     any person other than Lessee pending approval or disapproval of an
     assignment. Neither a delay in the approval or disapproval of such
     assignment nor the acceptance of Rent or performance shall constitute a
     waiver or estoppel of Lessor's right to exercise its remedies for Lessee's
     Default or Breach.

          (c) Lessor's consent to any assignment or subletting shall not
     constitute a consent to any subsequent assignment or subletting.

          (d) In the event of any default or breach by Lessee, Lessor may
     proceed directly against Lessee, any Guarantors or anyone else responsible
     for the performance of Lessee's obligations under this Lease, including any
     assignee or sublessee, without first exhausting Lessor's remedies against
     any other person or entity responsible therefore to Lessor, or any security
     held by Lessor.

          (e) Each request for consent to an assignment or subletting shall be
     in writing, accompanied by information, relevant to Landlord's
     determination as to the financial and operational responsibility and
     appropriateness of the proposed assignee or sublessee, including but not
     limited to the intended use and/or required modification of the Premises,
     if any, together with a fee of $150.00 as consideration for Lessor's
     considering and processing said request. Lessee agrees to provide Lessor
     with such other or additional information and/or documentation as may be
     reasonably requested.

     21.3 Additional Terms and Conditions Applicable to Subletting. The
following terms and conditions shall apply to any subletting by Lessee of all or
any part of the Premises and shall be deemed included in all subleases under
this Lease whether or not expressly incorporated therein.

          (a) Lessee hereby assigns and transfers to Lessor all of Lessee's
     interest in all Rent payable on any sublease, and Lessor may collect such
     Rent and apply same toward Lessee's obligations under this Lease; provided,
     however, that until a Breach shall occur in the performance of Lessee's
     obligations, Lessee may collect said Rent. Lessor shall not, by reason of
     the foregoing or any assignment of such sublease, nor by reason of the
     collection of Rent, be deemed liable to the sublessee for any failure of
     Lessee to perform and comply with any of Lessee's obligations to such
     sublessee. Lessee hereby irrevocably authorizes and directs any such
     sublessee, upon receipt of a written notice from Lessor stating

                                      -10-

<PAGE>

     that a Breach exists in the performance of Lessee's obligations under this
     Lease, to pay to Lessor all Rent due and to become due under the sublease.
     Sublessee shall rely upon any such notice from Lessor and shall pay all
     Rents to Lessor without any obligations or right to inquire as to whether
     such Breach exists, notwithstanding any claim from Lessee to the contrary.

          (b) In the event of a Breach of Lessee, Lessor may, at its option,
     require sublessee to attorn to Lessor, in which event Lessor shall
     undertake the obligations of the sublessor under such sublease from the
     time of the exercise of said option to the expiration of such sublease;
     provided, however, Lessor shall not be liable for any prepaid rents or
     security deposit paid by such sublessee to such sublessor or for any prior
     Defaults or Breaches of such sublessor.

          (c) No sublessee shall further assign or sublet all or any part of the
     Premises without Lessor's prior written consent.

          (d) Lessor shall deliver a copy of any notice of Default or Breach by
     Lessee to the sublessee, who shall have the right to cure the Default of
     Lessee within the grace period, if any, specified in such notice. The
     sublessee shall have a right of reimbursement and offset from and against
     Lessee for any such Defaults cured by the sublessee.

     22. Destruction.

          (a) If the Demised Premises are damaged by fire or other casualty, the
     same shall be repaired or rebuilt as speedily as practical under the
     circumstances at the expense of Landlord, unless this Lease is terminated
     as provided in this Article 22, and from the date of such damage through
     restoration, a just and proportionate part of Rent shall be abated until
     the Demised Premises are repaired or rebuilt.

          (b) If the Demised Premises are (i) damaged to such an extent that
     repairs cannot, in Landlord's reasonable judgment, be completed within one
     hundred eighty (180) days after the date of the casualty or (ii) damaged or
     destroyed as a result of a risk which is not insured under standard fire
     insurance policies with extended coverage endorsement, or (iii) damaged or
     destroyed during the last eighteen (18) months of the Lease Term, or if the
     Building is damaged in whole or in part (whether or not the Demised
     Premises are damaged), to such an extent that the Building cannot, in
     Landlord's judgment, be operated economically as an integral unit, then and
     in any such event Landlord may at its option terminate this Lease by notice
     in writing to the Tenant within thirty (30) days after the date of such
     occurrence. Unless Landlord elects to terminate this Lease as hereinabove
     provided, this Lease will remain in full force and effect and Landlord
     shall repair such damage at its expense to the extent required under
     subparagraph (c) below as expeditiously as possible under the
     circumstances.

          (c) If Landlord should elect or be obligated pursuant to subparagraph
     (a) above to repair or rebuild because of any damage or destruction,
     Landlord's obligation shall be limited to the original Building, excluding
     any leasehold alterations, additions or improvements to the Demised
     Premises to be maintained or repaired by Tenant pursuant to the terms of
     this Lease. If the cost of performing such repairs exceeds the actual
     proceeds of insurance paid or payable to Landlord on account of such
     casualty, or if Landlord's mortgagee or the lessor under a ground or
     underlying lease shall require that any insurance proceeds from a casualty
     loss be paid to it, Landlord may terminate this Lease if Landlord elects
     not to rebuild a building of substantially similar size and scope, unless
     Tenant, within thirty (30) days after demand therefor, deposits

                                      -11-

<PAGE>

     with Landlord a sum of money sufficient to pay the difference between the
     cost of repair and the proceeds of the insurance available to Landlord for
     such purpose.

     23. Intentionally Deleted.

     24. Services by Landlord. Landlord shall provide the Building Standard
Services described on Exhibit "B" attached hereto and by reference made a part
hereof.

     25. Attorneys' Fees. In the event Landlord or Tenant defaults in the
performance of any of the terms, agreements or conditions contained in this
Lease and the other party places the enforcement of this Lease, or any part
thereof, or the collection of any Rent due or to become due hereunder, or
recovery of the possession of the Demised Premises, in the hands of an attorney,
or files suit upon the same, and should such other party prevail in such suit,
the defaulting party, to the extent permitted by applicable law, agrees to pay
the other party (as prevailing party) all reasonable attorneys' fees actually
incurred by such prevailing party.

     26. Time. Time is of the essence of this Lease and whenever a certain day
is stated for payment or performance of any obligation of Tenant or Landlord,
the same enters into and becomes a part of the consideration hereof.

     27. Subordination and Attornment.

          (a) Tenant agrees that this Lease and all rights of Tenant hereunder
     are and shall be subject and subordinate to any ground or underlying lease
     which may now or hereafter be in effect regarding the Project or any
     component thereof, to any mortgage now or hereafter encumbering the Demised
     Premises or the Project or any component thereof, to all advances made or
     hereafter to be made upon the security of such mortgage, to all amendments,
     modifications, renewals, consolidations, extensions, and restatements of
     such mortgage, and to any replacements and substitutions for such mortgage;
     provided, however, that as a condition to such subordination, Tenant shall
     be provided a written nondisturbance agreement from the lessor under any
     such lease or from the mortgagee under any such mortgage, on terms and
     conditions reasonably acceptable to Tenant and such lessor or mortgagee,
     confirming that Tenant's rights under this Lease will not be disturbed in
     connection with any circumstances as described in this Paragraph 27 so long
     as Tenant performs its obligations under this Lease, and that Tenant shall
     have a right to attorn to such lessor or mortgagee under such
     circumstances. The terms of this provision shall be self-operative and no
     further instrument of subordination shall be required. Tenant, however,
     upon request of Landlord or any party in interest, shall execute promptly
     such instrument or certificates as may be reasonably required to carry out
     the intent hereof, whether said requirement is that of Landlord or any
     other party in interest, including, without limitation, any mortgagee.

          (b) If any mortgagee or lessee under a ground or underlying lease
     elects to have this Lease superior to its mortgage or lease and signifies
     its election in the instrument creating its lien or lease or by separate
     recorded instrument, then this Lease shall be superior to such mortgage or
     lease, as the case may be. The term "mortgage", as used in this Lease,
     includes any deed of trust, deed to secure debt, or security deed and any
     other instrument creating a lien in connection with any other method of
     financing or refinancing. The term "mortgagee", as used in this Lease,
     refers to the holder(s) of the indebtedness secured by a mortgage.

          (c) In the event any proceedings are brought for the foreclosure of,
     or in the event of exercise of the power of sale under, any mortgage
     covering the Demised Premises or the Project, or in the event the

                                      -12-

<PAGE>

     interests of Landlord under this Lease shall be transferred by reason of
     deed in lieu of foreclosure or other legal proceedings, or in the event of
     termination of any such lease under which Landlord may hold title, provided
     the transferee or purchaser at foreclosure agrees not to disturb Tenant's
     use and occupancy of the Demised Premises for so long as the Tenant is not
     in default of its obligations hereunder beyond any applicable grace or cure
     period, Tenant shall attorn to the transferee or purchaser at foreclosure
     or under power of sale, or the lessor of Landlord upon such lease
     termination, as the case may be (sometimes hereinafter called "such
     person"), and shall recognize and be bound and obligated hereunder to such
     person as "Landlord" under this Lease; provided, further however, that no
     such person shall be (i) bound by any payment of Rent for more than one (1)
     month in advance, except prepayments in the nature of security for the
     performance by Tenant of its obligations under this Lease (and then only if
     such prepayments have been deposited with and are under the control of such
     person); (ii) bound by any amendment or modification of this Lease made
     without the express written consent of the mortgagee or lessor of Landlord,
     as the case may be; (iii) obligated to cure any defaults under this Lease
     of any prior landlord (including Landlord); (iv) liable for any act or
     omission of any prior landlord (including Landlord); (v) subject to any
     offsets or defenses which Tenant might have against any prior landlord
     (including Landlord); or (vi) bound by any warranty or representation of
     any prior landlord (including Landlord) relating to work performed by any
     prior landlord (including Landlord) under this Lease. Tenant agrees to
     execute any attornment agreement not in conflict herewith requested by
     Landlord, its mortgagee or such person. Tenant's obligation to attorn to
     such person shall survive the exercise of any such power of sale,
     foreclosure or other proceeding. Tenant agrees that the institution of any
     suit, action or other proceeding by any mortgagee to realize on Landlord's
     interest in the Demised Premises or the Building pursuant to the powers
     granted to a mortgagee under its mortgage, shall not, by operation of law
     or otherwise, result in the cancellation or termination of the obligations
     of Tenant hereunder. Tenant shall not be named as a party defendant in any
     such proceeding, unless required by applicable law. Landlord and Tenant
     agree that notwithstanding that this Lease is expressly subject and
     subordinate to any mortgages, any mortgagee, its successors and assigns, or
     other holder of a mortgage or of a note secured thereby, may sell the
     Demised Premises or the Building, in the manner provided in the mortgage
     and may, at the option of such mortgagee, its successors and assigns, or
     other holder of the mortgage or note secured thereby, make such sale of the
     Demised Premises or Building subject to this Lease.

          (d) Landlord shall provide prompt notice of the existence or placement
     of any mortgage or underlying ground lease upon the Project which would be
     superior to the Lease.

     28. Estoppel Certificates. Within ten (10) days after request therefor by
Landlord, Tenant agrees to execute and deliver to Landlord in recordable form an
estoppel certificate addressed to Landlord, any mortgagee or assignee of
Landlord's interest in, or purchaser of, the Demised Premises or the Building or
any part thereof, certifying (if such be the case) that this Lease is unmodified
and is in full force and effect (and if there have been modifications, that the
same is in full force and effect as modified and stating said modifications);
that there are no defenses or offsets against the enforcement thereof or stating
those claimed by Tenant; and stating the date to which Rent and other charges
have been paid. Such certificate shall also include such other information as
may reasonably be required by such mortgagee, proposed mortgagee, assignee,
purchaser or Landlord. Any such certificate may be relied upon by Landlord, any
mortgagee, proposed mortgagee, assignee, purchaser and any other party to whom
such certificate is addressed.

                                      -13-

<PAGE>

     29. Cumulative Rights. All rights, powers and privileges conferred
hereunder upon the parties hereto shall be cumulative to, but not restrictive
of, or in lieu of those conferred by law.

     30. Holding Over. If Tenant remains in possession after expiration or
termination of the Lease Term with or without Landlord's written consent, Tenant
shall become a tenant-at-sufferance, and there shall be no renewal of this Lease
by operation of law. During the period of any such holding over, all provisions
of this Lease shall be and remain in effect except that the monthly rental shall
be and remain in effect except that the monthly rental shall be one and
one-quarter (1/4) times the amount of Rent (including any adjustments as
provided herein) payable for the last full calendar month of the Lease Term
including renewals or extensions. The inclusion of the preceding sentence in
this Lease shall not be construed as Landlord's consent for Tenant to hold over.

     31. Surrender of Premises. Upon the expiration or other termination of this
Lease, Tenant shall quit and surrender to Landlord the Demised Premises and
every part thereof (except trade fixtures which Tenant may remove subject to
Section 14, above) and all alterations, additions and improvements thereto,
broom clean and in good condition and state of repair, reasonable wear and tear
only excepted. Tenant shall remove all personalty and equipment not attached to
the Demised Premises which it has placed upon the Demised Premises, and Tenant
shall restore the Demised Premises to the condition immediately preceding the
time of placement thereof. If Tenant shall fail or refuse to remove all of
Tenant's effects, personalty and equipment from the Demised Premises upon the
expiration or termination of this Lease for any cause whatsoever or upon Tenant
being dispossessed by process of law or otherwise, such effects, personalty and
equipment shall be deemed conclusively to be abandoned and may be appropriated,
sold, stored, destroyed or otherwise disposed of by Landlord. Tenant shall pay
Landlord promptly any and all reasonable expenses incurred by Landlord in the
removal of such property, including, without limitation, the cost of repairing
any damage to the Building or Project caused by the removal of such property and
storage charges (if Landlord elects to store such property). The covenants and
conditions of this Article 31 shall survive any expiration or termination of
this Lease. For purposes of this Section 31 and elsewhere in this Lease,
Landlord and Tenant hereby acknowledge and agree that Tenant's trade fixtures,
effects, personalty and equipment includes any free standing air conditioning
units (excluding duct work), power distribution units, racks, cages, tape
storage shelving units, satellite dishes, roof antennas and nonstructural
electrical telecommunications, or computer equipment exclusively serving the
Demised Premises and installed by or on behalf of Tenant.

     32. Notices. All notices required or permitted to be given hereunder shall
be in writing and may be delivered in person to either party or may be sent by
courier or by United States Mail, certified, return receipt requested, postage
prepaid. Any such notice shall be deemed received by the party to whom it was
sent (i) in the case of personal delivery or courier delivery, on the date of
delivery to such party, and (ii) in the case of certified mail, the date receipt
is acknowledged on the return receipt for such notice or, if delivery is
rejected or refused or the U.S. Postal Service is unable to deliver same because
of changed address of which no notice was given pursuant hereto, the first date
of such rejection, refusal or inability to deliver. All such notices shall be
addressed to Landlord or Tenant at their respective address set forth herein
above or at such other address as either party shall have theretofore given to
the other by notice as herein provided.

     33. Damage or Theft of Personal Property. Subject to Landlord's maintenance
of security in accordance with Building Standard Services, as set forth on
Exhibit "B", all personal property brought into the Demised Premises by Tenant,
or Tenant's employees or business visitors, shall be at the risk of Tenant only,
and Landlord shall not be liable for theft thereof or any damage thereto
occasioned by any act of

                                      -14-

<PAGE>

co-tenants, occupants, invitees or other users of the Building or any other
person, unless such theft or damage is the result of the act of Landlord or its
employees and Landlord is not relieved therefrom by Article 18 hereof. Unless
caused by the gross negligence of Landlord or its employees, Landlord shall not
at any time be liable for damage to any property in or upon the Demised Premises
which results from power surges or other deviations from the constancy of the
electrical service or from gas, smoke, water, rain, ice or snow which issues or
leaks from or forms upon any part of the Building or from the pipes or plumbing
work of the same, or from any other place whatsoever.

     34. Eminent Domain.

          (a) If all or a material part of the Demised Premises shall be taken
     for any public or quasi-public use by virtue of the exercise of the power
     of eminent domain or by private purchase in lieu thereof, this Lease shall
     terminate as to the part so taken as of the date of taking, and, in the
     case of a partial taking, either Landlord or Tenant shall have the right to
     terminate this Lease as to the balance of the Demised Premises by written
     notice to the other within thirty (30) days after such date; provided
     however, that a condition to the exercise by Tenant of such right to
     terminate shall be either (i) that more than fifteen percent (15%) of the
     Demised Premises was taken or (ii) that the portion of the Demised Premises
     taken shall be of such extent and nature as substantially to handicap,
     impede or impair Tenant's use of the balance of the Demised Premises. If
     title to so much of the Building is taken that a reasonable amount of
     reconstruction thereof will not in Landlord's sole discretion result in the
     Building being a practical improvement and reasonably suitable for use for
     the purpose for which it is designed, then this Lease shall terminate on
     the date that the condemning authority actually takes possession of the
     part so condemned or purchased.

          (b) If this Lease is terminated under the provisions of this Article
     34, Rent shall be apportioned and adjusted as of the date of termination.
     Tenant shall have no claim against Landlord or against the condemning
     authority for the value of any leasehold estate or for the value of the
     unexpired Lease Term provided that the foregoing shall not preclude any
     claim that Tenant may have against the condemning authority for the
     unamortized cost of leasehold improvements, to the extent the same were
     installed at Tenant's expense or for loss of business, moving expenses or
     other consequential damages, in accordance with subparagraph (d) below.

          (c) If there is a partial taking of the Building and this Lease is not
     thereupon terminated under the provisions of this Article 34, then this
     Lease shall remain in full force and effect, and Landlord shall, within a
     reasonable time thereafter, repair or reconstruct the remaining portion of
     the Building to the extent necessary to make the same a complete
     architectural unit; provided that in complying with its obligations
     hereunder Landlord shall not be required to expend more than the net
     proceeds of the condemnation award and any available condemnation insurance
     proceeds which are paid to Landlord.

          (d) All compensation awarded or paid to Landlord upon a total or
     partial taking of the Demised Premises or the Building shall belong to and
     be the property of Landlord without any participation by Tenant. Nothing
     herein shall be construed to preclude Tenant from prosecuting any claim
     directly against the condemning authority for loss of business, for damage
     to, and cost of removal of, trade fixtures, furniture and other personal
     property belonging to Tenant, and for the unamortized cost of leasehold
     improvements to the extent same were installed at Tenant's expense. In no
     event shall Tenant have or assert a claim for the value of any unexpired
     term of this Lease. Except for compensation to which Tenant is entitled
     according to the foregoing provisions of this subparagraph (d), Tenant
     hereby assigns to

                                      -15-

<PAGE>

     Landlord any and all of its right, title and interest in or to any
     compensation awarded or paid as a result of any such taking.

          (e) Notwithstanding anything to the contrary contained in this Article
     34, if, during the Lease Term, the use or occupancy of any part of the
     Building or the Demised Premises shall be taken or appropriated temporarily
     for any public or quasi-public use under any governmental law, ordinance,
     or regulations, or by right of eminent domain, this Lease shall be and
     remain unaffected by such taking or appropriation; provided, however, that
     the Tenant's obligation to pay Rent shall abate during the period of such
     temporary taking or appropriation. 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 Demised 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
     Demised Premises after the end of the Lease Term.

     35. Parties. The term "Landlord", as used in this Lease, shall include
Landlord and its assigns and successors. It is hereby covenanted and agreed by
Tenant that should Landlord's interest in the Demised Premises cease to exist
for any reason during the Lease Term, then notwithstanding the happening of such
event, this Lease nevertheless shall remain in full force and effect, and Tenant
hereby agrees to attorn to the then owner of the Demised Premises. The term
"Tenant" shall include Tenant and its heirs, legal representatives and
successors, and shall also include Tenant's assignees and sublessees, if this
Lease shall be validly assigned or the Demised Premises sublet for the balance
of the Lease Term or any renewals or extensions thereof. In addition, Landlord
and Tenant covenant and agree that Landlord's right to transfer or assign
Landlord's interest in and to the Demised Premises, or any part or parts
thereof, shall be unrestricted, and that in the event of any such transfer or
assignment by Landlord which includes the Demised Premises, Landlord's
obligations to Tenant thereafter arising hereunder shall cease and terminate,
and Tenant shall look only and solely to Landlord's assignee or transferee for
performance thereof.

     36. Liability of Tenant. Each of the parties hereby indemnifies and agrees
to hold the other party, and its partners, shareholders, directors and officers,
harmless from and against any and all liability, loss, cost, damage or expense,
including, without limitation, court costs and reasonable attorney's fees,
imposed on the indemnified party by any person whomsoever, arising from or in
connection with the use or occupancy or ownership of the Demised Premises and
caused in whole or in part by any negligent act or omission of the indemnifying
party or any of its employees, contractors, servants, agents, subtenants or
assignees, or of the indemnifying party's invitees while such invitees are
within the Demised Premises, or otherwise occurring in connection with any
default of the indemnifying party hereunder. The provisions of this Article 36
shall survive any termination of this Lease.

     37. Force Majeure. In the event of strike, lockout, labor trouble, civil
commotion, act of God, or any other cause beyond a party's control (collectively
"force majeure") resulting in Landlord's inability to supply the services or
perform the other obligations required of Landlord hereunder, this Lease shall
not terminate and Tenant's obligation to pay Rent and all other charges and sums
due and payable by Tenant shall not be affected or excused and Landlord shall
not be considered to be in default under this Lease provided Landlord is
reasonably attempting to cure any such inability. If, as a result of force
majeure, Tenant is delayed in performing any of its obligations under this
Lease, other than Tenant's obligation to take possession of the Demised Premises
on or before the Rental Commencement Date and to pay Rent and all other charges
and sums payable by Tenant hereunder, Tenant's performance shall be excused for
a period equal to such delay and Tenant

                                      -16-

<PAGE>

shall not during such period be considered to be in default under this Lease
with respect to the obligation, performance of which has thus been delayed.

     38. Landlord's Liability. Landlord shall have no personal liability with
respect to any of the provisions of this Lease. If Landlord is in default with
respect to its obligations under this Lease, Tenant shall look for satisfaction
of Tenant's remedies, if any, solely to the equity of Landlord in the Project
and to the proceeds of Landlord's insurance policy or policies actually paid to
Landlord and not applied by Landlord by the applicable claim or to the
restoration of the Building as required by the terms of this Lease (unless same
are not so applied because such proceeds are required by the holder of a
mortgage to be paid to it to reduce the debt secured by such mortgage). It is
expressly understood and agreed that Landlord's liability under the terms of
this Lease shall in no event exceed the amount of its interest in and to said
Project and the aforesaid proceeds of insurance. In no event shall any partner
of Landlord nor any joint venturer in Landlord, nor any officer, director or
shareholder of Landlord or any such partner or joint venturer of Landlord be
personally liable with respect to any of the provisions of this Lease.

     39. Landlord's Covenant of Quiet Enjoyment. So long as Tenant is not in
default hereunder beyond any applicable grace or cure period, Landlord covenants
and agrees to take all necessary steps to secure and to maintain for the benefit
of Tenant the quiet and peaceful possession of the Demised Premises, for the
Lease Term, without hindrance, claim or molestation by Landlord or any other
person.

     40. Intentionally Deleted.

     41. Hazardous Substances. Tenant hereby covenants and agrees that Tenant
shall not cause or permit any "Hazardous Substances" (as hereinafter defined) to
be generated, placed, held, stored, used, located or disposed of at the Project
or any part thereof other than commonly used office cleaning supplies in
commercially reasonable quantities. For purposes of this Article 41, "Hazardous
Substances" shall mean and include those elements or compounds which are
contained in the list of Hazardous Substances adopted by the United States
Environmental Protection Agency (EPA) or in any list of toxic pollutants
designated by Congress or the EPA or which are 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 (including, without limitation, strict
liability) or standards of conduct concerning, any hazardous, toxic or dangerous
waste, substance or material, as now or at any time hereinafter in effect
(collectively "Environmental Laws"). 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 settlement or judgment and claims of any and every
kind whatsoever paid, incurred or suffered by, or asserted against, Landlord by
any person, entity or governmental agency for, with respect to, or as a direct
or indirect result of, the presence in, or the escape, leakage, spillage,
discharge, emission or release from, the Demised Premises of any Hazardous
Substances (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
["CERCLA"], any so-called federal, state or local "Superfund" or "Superlien"
laws or any other Environmental Law); provided, however, that the foregoing
indemnity is limited to matters arising solely from Tenant's violation of the
covenant contained in this Article. The obligations of Tenant under this Article
shall survive any expiration or termination of this Lease. To the best of the
Landlord's knowledge, there are currently no Hazardous Substances existing in
building.

                                      -17-

<PAGE>

     42. Submission of Lease. The submission of this Lease for examination does
not constitute an offer to lease and this Lease shall be effective only upon
execution hereof by Landlord and Tenant.

     43. Severability. If any clause or provision of the Lease is illegal,
invalid or unenforceable under present or future laws, the remainder of this
Lease shall not be affected thereby, and in lieu of each clause or provision of
this Lease which is illegal, invalid or unenforceable, there shall be added as a
part of this Lease a clause or provision as nearly identical to the said clause
or provision as may be legal, valid and enforceable.

     44. Entire Agreement. This Lease contains the entire agreement of the
parties with respect to the subject matter hereof and no representations,
inducements, promises or agreements, oral or otherwise, between the parties not
embodied herein shall be of any force or effect. No failure of Landlord to
exercise any power given Landlord hereunder, or to insist upon strict compliance
by Tenant with any obligation of Tenant hereunder, and no custom or practice of
the parties at variance with the terms hereof, shall constitute a waiver of
Landlord's right to demand exact compliance with the terms hereof. This Lease
may not be altered, waived, amended or extended except by an instrument in
writing signed by Landlord and Tenant. This Lease is not in recordable form, and
Tenant agrees not to record or cause to be recorded this Lease or any short form
or memorandum thereof.

     45. Headings. The use of headings herein is solely for the convenience of
indexing the various paragraphs hereof and shall in no event be considered in
construing or interpreting any provision of this Lease.

     46. Broker. Landlord and Tenant each hereby warrant and represent to the
other that no brokers were instrumental or involved in any way in the
procurement of this Lease, and Landlord and Tenant each hereby agree to
indemnify and hold harmless the other from and against any costs, claims,
damages, expenses, fees, including its reasonable legal fees, resulting from or
relating to the breach of any warranty or representation made in this section by
the indemnifying party.

     47. Governing Law. The laws of the State of Georgia shall govern the
validity, construction, performance and enforcement of this Lease.

     48. Special Stipulations. The Special Stipulations attached hereto as
Exhibit "C" are hereby incorporated herein by this reference as though fully set
forth. In the event of any conflict between the terms and provisions of Special
Stipulations and the terms and provisions of other portions of this Lease, the
terms and provisions of the Special Stipulations shall control.

     49. Authority. Each of the persons executing this Lease on behalf of
Landlord and Tenant does hereby personally represent and warrant on behalf of
their respective entity that said entity is a duly organized and validly
existing corporation and is fully authorized and qualified to do business in the
State of Georgia, that Tenant has full right and authority to enter into this
Lease, and that each person signing on behalf of said entity is an authorized
representative of same and is authorized to sign on behalf of same. Upon the
request of either party, the other shall deliver to the requesting party
documentation satisfactory to the requesting party evidencing the other party's
compliance with this Article, and Tenant agrees to promptly execute all
necessary and reasonable applications or documents as reasonably requested by
Landlord, required by the jurisdiction in which the Demised Premises is located,
to permit the issuance of necessary permits and certificates for Tenant's use
and occupancy of the Demised Premises.

-18-

<PAGE>

     50. Parking. Tenant shall be entitled to utilize, on a non-exclusive basis,
one (1) parking space for every two hundred (200) square feet of Rentable Floor
Area of the Demised Premises. In the event the Rentable Floor Area of the
Demised Premises decreases, as contemplated in the Special Stipulations attached
as Exhibit C hereto, then the number of parking spaces Tenant shall be entitled
to utilize shall decrease proportionately, so that the above ratio of parking
spaces to square footage of the Demised Premises shall be maintained. Only
Tenant and Tenant's agents, employees and customers shall have the right to
utilize such spaces, and Tenant shall have no right to assign, (sub)lease or
otherwise convey the parking space rights granted herein, except in connection
with an assignment of this Lease or sublease of the Demised Premises permitted
hereunder. Further, in the event of (sub)lease of parking space in connection
with Tenant's sublease of the Demised Premises, Tenant shall not be permitted to
(sub)lease more than one (1) parking space for each two hundred (200) square
feet of the Demised Premises subleased.

     51. Compliance With Laws. Landlord, at is sole cost and expense, shall be
responsible for compliance with all laws generally applicable to the Building
and/or Project, including but not limited to the Americans' with Disabilities
Act; provided , however, Tenant, at its sole cost and expense, shall be
responsible for having the Demised Premises comply with any rules, laws and/or
codes specifically applicable to the Demised Premises at the time of and
directly resulting from, any alterations or other changes or modifications to
the Demised Premises made by Tenant. Landlord hereby agrees to indemnify and
hold harmless Tenant from and against any and all costs, claims, damages,
liabilities and fees, including reasonable legal fees and loss of equipment
rental income, directly attributable to Landlord's failure to comply with its
obligations pursuant to this Section; and Tenant hereby agrees to indemnify and
hold harmless Landlord from and against any and all costs, claims, damages,
liabilities and fees, including reasonable legal fees and loss of rental income
directly attributable to Tenant's failure to comply with its obligations
pursuant to this Section.

     52. Roof Rights. Tenant shall be allowed access to and use of the roof of
the Building in order to fulfill the terms of that certain agreement between
Tenant and Norfolk Southern for installation of certain equipment thereupon. The
exact location of the equipment shall be subject to the prior written approval
of Landlord, which approval shall not be unreasonably withheld, conditioned or
delayed. If Tenant seeks additional roof space for the installation of
additional equipment, Tenant must obtain the prior written consent of Landlord
which consent may not be unreasonably withheld, conditioned or delayed, but may
be conditioned upon the payment of additional rent therefor. Tenant shall
exercise its rights hereunder in coordination with Landlord in such a manner as
not to invalidate any roof warranties and/or maintenance agreements now in
place. Landlord may require Tenant to use Landlord's roofing contractor for the
installation of the equipment. Tenant will repair any damage to the roof or roof
structure caused by such installation. Tenant shall obtain (through Landlord or
with Landlord's approval), all permits and approvals required by any
governmental entities to install, operate or maintain said equipment. Tenant, at
Tenant's sole cost and expense, shall maintain the equipment and comply with all
laws, rules, regulations and ordinances standard of governmental authorities
having jurisdiction over the equipment and/or the Building as a result of such
equipment. Tenant shall be responsible for all roof repair and additional out of
pocket maintenance costs, if any, attributable to the equipment and Tenant's use
of the roof pursuant to this Section. Tenant may connect into the Building's
electrical utilities and will pay all personal property taxes, if any, directly
assessed with respect to the equipment. Landlord shall have access to the
equipment twenty-four (24) hours a day, seven (7) days a week. Within thirty
(30) days following the expiration or early termination of this Lease, Tenant
shall remove the equipment, repair any damage caused by such removal and restore
the Roof and any other affected areas of the Building to a condition at least as
good as the condition immediately prior to the installation of the equipment,
ordinary wear and tear excepted. If Tenant fails to so remove the equipment and
restore the Building, Landlord may do so on Tenant's behalf and Tenant, within
ten (10) days after demand, shall pay to Landlord the actual cost incurred by
Landlord in doing so. Any

-19-

<PAGE>

equipment so installed shall be installed and used at Tenant's sole risk and in
no event shall Landlord be liable under any circumstances for any damage to the
equipment, loss or related use to the equipment except to the extent that damage
is the result of the negligence or intentional misconduct of Landlord, its
employees, agents or contractors. Nothing in this Section is intended to create
an exclusive right in favor of Tenant to use the Roof of the Building.

     IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as
of the day, month and year first above written.




Landlord:

ASI Properties, Inc., a Georgia corporation



By:
Name:  _________________________________
Title:  _________________________________

        [Corporate Seal]



Tenant:

AmQUEST, Inc., a Georgia corporation




By:
Name:  _________________________________
Title:  _________________________________

        [Corporate Seal]


                                      -20-

<PAGE>



RULES AND REGULATIONS


1.   No sign, picture, advertisement or notice visible from the exterior of the
     Demised Premises shall be installed, affixed, inscribed, painted or
     otherwise displayed by Tenant on any part of the Demised Premises or the
     Building unless the same is first approved by Landlord. Any such sign,
     picture, advertisement or notice approved by Landlord shall be painted or
     installed for Tenant at Tenant's cost by Landlord or by a party approved by
     Landlord. No awnings, curtains, blinds, shades or screens shall be attached
     to or hung in, or used in connection with any window or door of the Demised
     Premises without the prior consent of Landlord, including approval by
     Landlord of the quality, type, design, color and manner of attachment.

2.   Tenant agrees that its use of electrical current shall never exceed the
     capacity of existing feeders, risers or wiring installation.

3.   The Demised Premises shall not be used for storage of merchandise held for
     sale to the general public. Tenant shall not do or permit to be done in or
     about the Demised Premises or Building anything which shall increase the
     rate of insurance on said Building or obstruct or interfere with the rights
     of other lessees of Landlord or annoy them in any way, including, but not
     limited to, using any musical instrument, making loud or unseemly noises,
     or singing, etc. The Demised Premises shall not be used for sleeping or
     lodging. No cooking or related activities shall be done or permitted by
     Tenant in the Demised Premises except with permission of Landlord. Tenant
     will be permitted to use for its own employees within the Demised Premises
     approved equipment for brewing coffee, tea, hot chocolate and similar
     beverages, provided that such use is in accordance with all applicable
     federal, state, county and city laws, codes, ordinances, rules and
     regulations. No vending machines of any kind will be installed, permitted
     or used on any part of the Demised Premises without the prior consent of
     Landlord. No part of said Building or Demised Premises shall be used for
     gambling, immoral or other unlawful purposes. No intoxicating beverage
     shall be sold in said Building or Demised Premises without prior written
     consent of Landlord. No area outside of the Demised Premises shall be used
     for storage purposes at any time. Tenant may bring in food to cook in a
     microwave oven and have a refrigerator.

4.   No birds or animals of any kind shall be brought into the Building (other
     than trained seeing-eye dogs required to be used by the visually impaired).
     No bicycles, motorcycles or other motorized vehicles shall be brought into
     the Building.

5.   The sidewalks, entrances, passages, corridors, halls, elevators, and
     stairways in the Building shall not be obstructed by Tenant or used for any
     purposes other than those for which same were intended as ingress and
     egress. No windows, floors or skylights that reflect or admit light into
     the Building shall be covered or obstructed by Tenant. Toilets, wash basins
     and sinks shall not be used for any purpose other than those for which they
     were constructed, and no sweeping, rubbish, or other obstructing or
     improper substances shall be thrown therein. Any damage resulting to them,
     or to heating apparatus, from misuse by Tenant or its employees, shall be
     borne by Tenant.

6.   Five (5) keys for the front door and five (5) keys for the rear door will
     be furnished Tenant without charge. Landlord may make a reasonable charge
     for any additional keys. No additional lock, latch or bolt of any kind
     shall be placed upon any door nor shall any changes be made in existing
     locks without written consent

                                  Page 1 of 3

<PAGE>

     of Landlord and Tenant shall in each such case furnish Landlord with a key
     for any such lock. At the termination of the Lease, Tenant shall return to
     Landlord all keys furnished to Tenant by Landlord, or otherwise procured by
     Tenant, and in the event of loss of any keys so furnished, Tenant shall pay
     to Landlord the cost thereof.

7.   Landlord shall have the right to prescribe the weight, position and manner
     of installation of heavy articles such as safes, machines and other
     equipment brought into the Building. No safes, furniture, boxes, large
     parcels or other kind of freight shall be taken to or from the Demised
     Premises or allowed in any elevator, hall or corridor except at times
     allowed by Landlord. In no event shall any weight be placed upon any floor
     by Tenant so as to exceed the design conditions of the floors at the
     applicable locations.

8.   Tenant shall not cause or permit any gases, liquids or odors to be produced
     upon or permeate from the Demised Premises, and no flammable, combustible
     or explosive fluid, chemical or substance shall be brought into the
     Building.

9.   Unless agreed to in writing by Landlord, Tenant shall not employ any person
     other than Landlord's contractors for the purpose of cleaning and taking
     care of the Demised Premises. Cleaning service will not be furnished on
     nights when rooms are occupied after 8:00 p.m., unless, by agreement in
     writing, service is extended to a later hour for specifically designated
     rooms.

10.  No connection shall be made to the electric wires or gas or electric
     fixtures, without the consent in writing on each occasion of Landlord. All
     glass, locks and trimmings in or upon the doors and windows of the Demised
     Premises shall be kept whole and in good repair. Tenant shall not injure,
     overload or deface the Building, the woodwork or the walls of the Demised
     Premises, nor permit upon the Demised Premises any noisome, noxious, noisy
     or offensive business.

11.  If Tenant requires wiring for a bell or buzzer system, such wiring shall be
     done by the electrician of Landlord only, and no outside wiring men shall
     be allowed to do work of this kind unless by the written permission of
     Landlord or its representatives. Any wiring for telephone service must be
     approved by Landlord, and no boring or cutting for wiring shall be done
     unless approved by Landlord or its representatives, as stated.

12.  Tenant and its employees and invitees shall observe and obey all parking,
     security and traffic regulations and measures imposed by Landlord. All
     vehicles shall be parked only in areas designated for vehicle parking by
     Landlord.

13.  Canvassing, peddling, soliciting and distribution of handbills or any other
     written materials in the Building are prohibited, and Tenant shall
     cooperate to prevent the same.

14.  Landlord shall have the right to change the name of the Building and to
     change the street address of the Building, provided that in the case of a
     change in the street address, Landlord shall give Tenant not less than 180
     days' prior notice of the change, unless the change is required by
     governmental authority.

15.  Landlord may waive any one or more of these Rules and Regulations for the
     benefit of any particular lessee, but no such waiver by Landlord shall be
     construed as a waiver of such Rules and Regulations in

                                  Page 2 of 3

<PAGE>

     favor of any other lessee, nor prevent Landlord from thereafter enforcing
     any such Rules and Regulations against any or all of the other lessees of
     the Building.

16.  These Rules and Regulations are supplemental to, and shall not be construed
     to in any way modify or amend, in whole or in part, the terms, covenants,
     agreements and conditions of any lease of any premises in the Building.

17.  Landlord reserves the right upon fifteen (15) days' prior written notice to
     Tenant to make such other and reasonable Rules and Regulations as in its
     judgment may from time to time be needed for the safety, care and
     cleanliness of the Building and the Land, and for the preservation of good
     order therein.

18.  Building is non-smoking.

19.  Electric space heaters are not allowed in building.


                                  Page 3 of 3

<PAGE>


                                  EXHIBIT "A"

                                   FLOOR PLAN


<PAGE>


                                  EXHIBIT "B"

                           BUILDING STANDARD SERVICES

     Landlord shall furnish the following services to Tenant during the Lease
Term (the "Building Standard Services"):

     (a) Subject to curtailment as required by governmental laws, rules or
mandatory regulations. Central heat and air conditioning in season, at such
temperatures and in such amounts as are in keeping with the standards of
buildings comparable to the Building in the metropolitan Atlanta, Georgia area.
Such heating and air conditioning shall be furnished between 7:00 a.m. and 6:00
p.m. on weekdays (from Monday through Friday, inclusive) and between 8:00 a.m.
and 1:00 p.m. on Saturdays, all exclusive of Holidays, as defined below (the
"Building Operating Hours").

     (b) Electric lighting service for all public areas and special service
areas of the Building in the manner and to the extent reasonably deemed by
Landlord to be in keeping with the standards of buildings comparable to the
Building in the metropolitan Atlanta, Georgia area.

     (c) Janitor service shall be provided five (5) days per week, exclusive of
Holidays (as hereinbelow defined), in a manner that Landlord reasonably deems to
be consistent with the standards of office buildings comparable to the Building
in the metropolitan Atlanta, Georgia area. In the event any special cleaning
services are required for laboratories, special health care areas or other
non-office space (and which are not required for office space), any incremental
cost of providing such special cleaning services shall be borne solely by
Tenant, and shall be paid by Tenant to Landlord as additional rent.

     (d) If any of Tenant's electrical equipment requires conditioned air in
excess of Building Standard air conditioning, the same shall be installed by
Landlord (on Tenant's behalf), and Tenant shall pay all design, installation,
metering and operating costs relating thereto.

     (e) All Building Standard fluorescent bulb replacement in all areas.

     To the extent the services described above require electricity and water
supplied by public utilities, Landlord's covenants thereunder shall only impose
on Landlord the obligation to use its reasonable efforts to cause the applicable
public utilities to furnish same. Except for deliberate and willful acts of
Landlord, failure by Landlord to furnish the services described herein, or any
cessation thereof, shall not render Landlord liable for damages to either person
or property, nor be construed as an eviction of Tenant, nor work an abatement of
rent, nor relieve Tenant from fulfillment of any covenant or agreement hereof.
In addition to the foregoing, should any of the equipment or machinery, for any
cause, fail to operate, or function properly, Tenant shall have no claim for
rebate of rent or damages on account of an interruption in service occasioned
thereby or resulting therefrom; provided, however, Landlord agrees to use
reasonable efforts to promptly repair said equipment or machinery and to restore
said services during normal business hours.

     The following dates shall constitute "Holidays" as that term is used in
this Lease: New Year's Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, Christmas, and any other holiday generally recognized as such
by landlords of office space in the Atlanta office market, as determined by
Landlord in good faith. If in the case of any specific holiday mentioned in the
preceding sentence, a different day shall be

                                  Exhibit B-1

<PAGE>

observed than the respective day mentioned, then that day which constitutes the
day observed by national banks in Atlanta, Georgia shall constitute the Holiday
under this Lease.

     Landlord hereby agrees to maintain the security systems in place as of the
date of this Lease or otherwise consistent with its current level of security,
specifically including twenty-four (24) hour per day, seven (7) days per week,
Three Hundred Sixty-five (365) days per year guard and security access card
keys. Should Tenant require any further or additional security measures, Tenant
shall be responsible for the costs of same, unless Landlord is generally
providing same to all tenants of the Building as part of a building wide
security upgrade.


Exhibit B-2

<PAGE>


                                  EXHIBIT "C"

                              SPECIAL STIPULATIONS

     1. Base Rental Rate. Base Rental Rate of $20.00 prsf of Rentable Floor Area
for Suites 1 and 2 set forth in Section 1(j) of this Lease was established
assuming such space will continue to be used as office space, and the Base
Rental Rate of $40.00 prsf of Rentable Floor Area for Suites 6 and 7 set forth
in Section 1(j) of this Lease was established assuming such space will continue
to be actually used as data center space. In the event that all or any portion
of Suites 1 or 2 is hereafter used for data center space, then the Base Rental
Rate for that portion of said suites actually so used shall increase to $40.00
prsf, with the remainder of the space in said suite(s) continuing to have a Base
Rental Rate of $20.00 prsf. For purposes hereof, Landlord and Tenant hereby
acknowledge and agree that as of the date of this Lease, (a) the Rentable Floor
Area of each Suite is as follows, (b) all of Suites 1 and 2 are actually being
used solely as office space, and (c) all of Suites 6 and 7 are actually being
used solely as data center space:

                Suite                   Rentable Floor Area
                  1                            6,520 sf
                  2                            5,858 sf
                  6                           15,000 sf
                  7                            6,068 sf

     In the event Tenant hereafter actually uses less Rentable Floor Area in
     Suites 6 and/or 7 as data center space, then, commencing with the first
     monthly installment of Base Rental thereafter becoming due and payable, the
     Base Rental shall be reduced by the number of square feet of Rentable Floor
     Area in such Suite(s) no longer actually being so used multiplied by the
     $40.00 Base Rental Rate; provided, however, (a) in the event such space is
     at any time thereafter again actually used for such purpose, then,
     commencing with the first monthly installment of Base Rental thereafter
     becoming due and payable, Base Rental thereafter be increased by the number
     of square feet of Rentable Floor Area in such Suite(s) again actually being
     so used multiplied by the $40.00 Base Rental Rate, (b) there shall be no
     reduction of the Base Rental for months 01 (February, 2002) through 03
     (April, 2002) under any circumstances, and (c)Tenant shall not be entitled
     to a reduction of Base Rental at any time it is in material default under
     the Lease. In the event Tenant hereafter actually uses less Rentable Floor
     Area in Suites 1 and/or 2 as office space, then, commencing with the first
     monthly installment of Base Rental thereafter becoming due and payable, the
     Base Rental shall be reduced by the number of square feet of Rentable Floor
     Area in such Suite(s) no longer actually being used multiplied by the
     $20.00 Base Rental Rate; provided, however, (a) in the event such space is
     at any time thereafter again actually used for such purpose, then,
     commencing with the first monthly installment of Base Rental thereafter
     becoming due and payable, Base Rental thereafter be increased by the number
     of square feet of Rentable Floor Area in such Suite(s) again actually being
     so used multiplied by the $20.00 Base Rental Rate, (b) there shall be no
     reduction of the Base Rental for months 01 (February, 2002) through 03
     (April, 2002) under any circumstances, and (c)Tenant shall not be entitled
     to a reduction of Base Rental at any time it is in material default under
     the Lease. Landlord and Tenant hereby agree to cooperate in good faith to
     establish the amount of any increase or decrease of Rentable Floor Area as
     set forth above. In order to obtain an adjustment of Base Rental as set
     forth above, Tenant must first request same in writing to Landlord and
     enter into an amendment to this Lease with Landlord excluding from the
     Demised Premises that portion of same no longer actually being used as data
     center space and/or office space. In the event that Landlord and Tenant
     cannot agree on the reduction in square footage within

                                  Exhibit C-1

<PAGE>

     ten (10) days of a written request for a Base Rental Adjustment by Tenant,
     then Landlord shall submit the matter to an independent B.O.M.A. qualified
     inspector for determination and such determination shall be controlling.
     The cost of such inspector shall be shared equally by the parties and
     Tenant's share shall be payable as additional rent. Tenant shall have no
     right to adjust or abate Base Rental unilaterally.

     2. Utilities. Anything contained in Section 8 or elsewhere in this Lease to
the contrary notwithstanding, beginning on the Rental Commencement Date and
continuing throughout the Lease Term, Tenant shall only be responsible for
paying the cost and expense of the electric current charges for the separately
submetered data center space in Suites 6 and 7 of the Demised Premises, and
communication charges which are rendered or furnished to the Demised Premises.
Except for deliberate and willful acts of Landlord, failure by Landlord to
furnish the services described herein, or any cessation thereof, shall not
render Landlord liable for damages to either person or property, nor be
construed as an eviction of Tenant, nor work an abatement of rent, nor relieve
Tenant from fulfillment of any covenant or agreement hereof. In addition to the
foregoing, should any of Landlord's equipment or machinery, for any cause, fail
to operate, or function properly, Tenant shall have no claim for rebate of rent
or damages on account of an interruption in service occasioned thereby or
resulting therefrom; provided, however, Landlord agrees to use reasonable
efforts to promptly repair said equipment or machinery and to restore said
services. Tenant shall have the right to make such repairs as are necessary to
keep its equipment and machinery operational and Tenant shall have the right to
an abatement of rent for the cost thereof if Landlord is obligated to repair
and/or maintain same pursuant to this Lease and fails to do so; provided,
however, the abatement shall not be greater than Twenty-five (25%) percent of
the Rental then coming due in any month during which such abatement is sought.

     3. To the extent permitted by the applicable utility provider, Landlord, at
its sole cost and expense, shall install (sub)meters or other similar devices to
measure such utility usage at the Demised Premises, and Tenant shall pay
Landlord as additional Rent, together with the installment of Base Rental next
coming due, the cost of such service as determined in accordance with the
(sub)meters or similar devices . To the extent the providers of such utilities
will not permit the installation of such meters, Landlord shall make the
determination of the cost of such utilities applicable to the Demised Premises,
and Tenant shall pay Landlord, as additional Rent, together with the installment
of Base Rental next coming due, the cost of such service as determined by
Landlord. Landlord shall provide copies of the applicable invoices and
Landlord's calculations, together with Landlord's request for payment.

     4. Conference Room Usage. During months 01 through 03 of this Lease Tenant,
at no additional costs, shall have free access and full use of any of Landlord's
conference rooms in the Building. Thereafter, Tenant shall have such access and
use of such conference rooms upon Tenant's request, subject to availability and
payment of Landlord's then current rental fee for same.

     5. Fiber and Electric Cable/Wiring Upgrades. Tenant, at Tenant's sole cost
and expense, shall have the right to access all optic fiber and electric
cable/wiring in the Building for purposes of increasing or otherwise improving
service, subject to (i) Landlord's prior written consent, which consent shall
not be unreasonably withheld, conditioned or delayed and (ii) the following
conditions:

          (a) Tenant is not then in default of its obligations under this Lease
     beyond any applicable notice or cure period;

          (b) Tenant obtains all required consents and approvals of utility
     providers to such work;

                                  Exhibit C-2

          (c) Tenant obtains all required municipal permits and approvals for
     such work. and Tenant performs all such work in accordance with all
     applicable laws, rules and regulations;

          (d) Tenant performs all such work in such a manner so as to minimize
     the interference with the conduct of business by other tenants and/or
     occupants of the Building;

          (e) Tenant performs all such work in such a manner that utility
     service to the Building is not interrupted or reduced at any time, and in
     the event such work cannot be performed without interruption or reduction
     of utility service, then such work shall only be performed pursuant to
     criteria reasonably established by Landlord to minimize such interruption
     or reduction;

          (f) Tenant provides Landlord with fourteen (14) days' prior written
     notice of its intent to perform such work, together with copies of written
     plans and specifications therefor, except in the case of an emergency, in
     which case only such notice and plans and specifications as are reasonable
     under the circumstances shall be required; and

          (g) Tenant provides Landlord with evidence of such insurance as
     Landlord reasonably deems necessary for purposes of the work, which
     insurance shall be obtained at Tenant's sole cost and expense, and, in the
     event the premiums for Landlord's insurance required pursuant to this Lease
     increase a result of such work, Tenant shall reimburse upon demand Landlord
     such increase as additional Rent.

Anything contained in this Lease to the contrary notwithstanding, Tenant hereby
agrees to indemnify and hold harmless Landlord from and against any and all
liability, loss, cost, damage or expense, including without limitation, court
costs and reasonable attorney's fees, incurred by Landlord which arise from or
relate to the performance of any such work by Tenant. This indemnity shall
survive the expiration or earlier termination of this Lease.

                                  Exhibit C-3

<PAGE>




                                LEASE AGREEMENT


                                 by and between

                  ASI Properties, Inc., a Georgia corporation

                                  ("Landlord")


                                      and



                      AmQUEST, Inc., a Georgia corporation

                                    "Tenant"


                                     dated

                             February ______, 2002


                                      for

                           470 East Paces Ferry Road
                              Suites 1, 2, 6 and 7
                          Atlanta, Georgia 30305-3300


                                   containing

                   33,446 square feet of Rentable Floor Area



                         Term: Forty-Eight (48) months


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                               TABLE OF CONTENTS


                                                                            Page

1.      Certain Definitions ..................................................1

2.      Lease of Premises ....................................................2

3.      Term .................................................................2

4.      Possession ...........................................................3

5.      Rental Payments ......................................................3

6.      Base Rental ..........................................................3

7.      Intentionally Deleted ................................................3

8.      Operating Expenses ...................................................3

9.      Landlord's Alterations and Improvements ..............................4

10.     Tenant Taxes .........................................................4

11.     Payments .............................................................4

12.     Interest and Late Charges ............................................4

13.     Use Rules ............................................................4

14.     Alterations ..........................................................5

15.     Repairs ..............................................................5

16.     Landlord's Right of Entry ............................................6

17.     Insurance ............................................................6

18.     Waiver of Subrogation ................................................7

19.     Default ..............................................................7

20.     Waiver of Breach .....................................................9

21.     Assignment and Subletting ............................................9

22.     Destruction .........................................................11

                                       i

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23.     Intentionally Deleted ...............................................12

24.     Services by Landlord ................................................12

25.     Attorneys' Fees and Homestead .......................................12

26.     Time ................................................................12

27.     Subordination and Attornment ........................................12

28.     Estoppel Certificates ...............................................13

29.     Cumulative Rights ...................................................13

30.     Holding Over ....................................................... 14

31.     Surrender of Premises ...............................................14

32.     Notices .............................................................14

33.     Damage or Theft of Personal Property ................................14

34.     Eminent Domain ......................................................15

35.     Parties .............................................................16

36.     Liability of Tenant .................................................16

37.     Force Majeure .......................................................16

38.     Landlord's Liability ................................................17

39.     Landlord's Covenant of Quiet Enjoyment ..............................17

40.     Intentionally Deleted. ..............................................17

41.     Hazardous Substances ................................................17

42.     Submission of Lease .................................................17

43.     Severability ........................................................18

44.     Entire Agreement ....................................................18

45.     Headings ............................................................18

46.     Broker ..............................................................18

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47.     Governing Law .......................................................18

48.     Special Stipulations ................................................18

49.     Authority ...........................................................18

50.     Parking .............................................................18

51.     Compliance With Laws ................................................19

52.     Roof Rights .........................................................19







Rules and Regulations


Exhibit "A"     -      Floor Plan

Exhibit "B"     -      Building Standard Services

Exhibit "C"     -      Special Stipulations