<PAGE>

                                                                   Exhibit 10.35

                                 LEASE AGREEMENT

                        COUSINS PROPERTIES INCORPORATED,
                         a Georgia corporation, LANDLORD

                                       and

                                INHIBITEX, INC.,
                          a Georgia corporation, TENANT

                               December 31, 2003

                                    WESTSIDE

<PAGE>

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                                     Page
<S>                                                                                                                  <C>
ARTICLE I. DEMISE OF PREMISES....................................................................................      1
   Section 1.01.  Demise.........................................................................................      1
ARTICLE II. TERM OF LEASE........................................................................................      1
   Section 2.01.  Term of Lease..................................................................................      1
   Section 2.02.  Options to Extend Term.........................................................................      2
   Section 2.03.  Supplemental Agreement.........................................................................      2
ARTICLE III. MINIMUM RENT AND ADDITIONAL RENT....................................................................      2
   Section 3.01.  Minimum Rent...................................................................................      2
   Section 3.02.  Minimum Rent Adjustments.......................................................................      4
   Section 3.03.  Additional Rent................................................................................      5
   Section 3.04.  Shared Costs...................................................................................      5
ARTICLE IV. TAXES, ASSESSMENTS AND CHARGES.......................................................................      6
   Section 4.01.  Taxes and Assessments..........................................................................      6
   Section 4.02.  Charges........................................................................................      7
   Section 4.03.  General........................................................................................      8
ARTICLE V. NET LEASE; NON-TERMINATION............................................................................      8
   Section 5.01.  Net Lease......................................................................................      8
   Section 5.02.  Non-Termination................................................................................      9
ARTICLE VI. USE OF THE PREMISES..................................................................................      9
   Section 6.01.  Use of the Premises............................................................................      9
   Section 6.02.  Construction of the Improvements...............................................................      9
ARTICLE VII. COMPLIANCE WITH LAW; LIENS AND ENCUMBRANCES.........................................................     10
   Section 7.01.  Compliance with Laws...........................................................................     10
   Section 7.02.  Tenant's Agreement Relating to Hazardous Substances............................................     10
   Section 7.03.  Liens and Encumbrances.........................................................................     12
   Section 7.04.  Landlord's Agreement Relating to Hazardous Substances..........................................     13
ARTICLE VIII. REPAIRS AND ALTERATIONS............................................................................     14
   Section 8.01.  Maintenance and Repair.........................................................................     14
   Section 8.02.  Alterations....................................................................................     15
ARTICLE IX. DAMAGE AND DESTRUCTION...............................................................................     15
   Section 9.01.  Notice.........................................................................................     15
   Section 9.02.  Restoration....................................................................................     15
   Section 9.03.  Application of Proceeds........................................................................     16
ARTICLE X. INSURANCE.............................................................................................     16
   Section 10.01. Classes of Insurance...........................................................................     16
   Section 10.02. Requirements...................................................................................     17
   Section 10.03. Certificates...................................................................................     18
ARTICLE XI. INDEMNIFICATION......................................................................................     18
   Section 11.01. Indemnification................................................................................     18
ARTICLE XII. OWNERSHIP OF IMPROVEMENTS...........................................................................     19
   Section 12.01. Title to Improvements..........................................................................     19
   Section 12.02. Surrender......................................................................................     19
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                                   <C>
ARTICLE XIII. ASSIGNMENT AND SUBLETTING; NONSUBORDINATION TO.....................................................     20
   Section 13.01.  Assignment and Subletting; Prior Consent......................................................     20
ARTICLE XIV.  RIGHT TO CONTEST...................................................................................     23
   Section 14.01.  Permitted Contests............................................................................     23
ARTICLE XV. DEFAULT..............................................................................................     24
   Section 15.01.  Events of Default.............................................................................     24
   Section 15.02.  Remedies......................................................................................     25
   Section 15.03.  Reentry by Landlord...........................................................................     27
   Section 15.04.  General.......................................................................................     27
   Section 15.05.  Subordination of Landlord's Lien..............................................................     27
ARTICLE XVI. CONDEMNATION........................................................................................     28
   Section 16.01.  Total Condemnation............................................................................     28
   Section 16.02.  Partial Condemnation..........................................................................     28
   Section 16.03.  Awards........................................................................................     29
   Section 16.04.  General.......................................................................................     29
ARTICLE XVII. BROKERAGE PROVISIONS...............................................................................     29
   Section 17.01.  Brokers.......................................................................................     29
ARTICLE XVIII. MISCELLANEOUS.....................................................................................     30
   Section 18.01.  Warrants......................................................................................     30
   Section 18.02.  No Waiver.....................................................................................     30
   Section 18.03.  Waiver of Redemption..........................................................................     31
   Section 18.04.  Estoppel Certificates.........................................................................     31
   Section 18.05.  No Merger of Title............................................................................     31
   Section 18.06.  Quiet Enjoyment...............................................................................     31
   Section 18.07.  Transfer by Landlord..........................................................................     31
   Section 18.08.  Landlord's Liability..........................................................................     32
   Section 18.09.  Mortgaging the Fee............................................................................     32
   Section 18.10.  Separability..................................................................................     32
   Section 18.11.  Notices, Demands and Other Instruments........................................................     33
   Section 18.12.  Successors and Assigns........................................................................     34
   Section 18.13.  Headings......................................................................................     34
   Section 18.14.  Counterparts..................................................................................     34
   Section 18.15.  Applicable Law................................................................................     34
   Section 18.16.  Entire Agreement; Amendments..................................................................     34
   Section 18.17.  All Genders and Numbers Included..............................................................     34
   Section 18.18.  Relationship of the Parties...................................................................     34
   Section 18.19.  Time is of Essence............................................................................     34
   Section 18.20.  Short Form of Lease...........................................................................     35
   Section 18.21.  Approval and Inspection Rights................................................................     35
   Section 18.22.  Holding Over, No Extension, Month-to-Month Tenancy and Holdover Rent..........................     36
   Section 18.23.  Corporate Authority...........................................................................     36
   Section 18.24.  Arbitration...................................................................................     36
   Section 18.25.  Termination Option............................................................................     37
   Section 18.26.  Landlord's Default............................................................................     38
</TABLE>

                                       ii

<PAGE>

EXECUTION BY PARTIES

EXHIBIT "A"   - Legal Description of the Site
EXHIBIT "A-1" - Access Tract
EXHIBIT "B"   - Encumbrances on Site
EXHIBIT "C"   - Plat of the Site
EXHIBIT "D"   - Work Letter
EXHIBIT "E"   - Rules and Regulations
EXHIBIT "F"   - Total Cost Estimate
EXHIBIT "G"   - Westside
EXHIBIT "H"   - Hazardous Substances Certificate
EXHIBIT "I"   - Supplemental Notice
EXHIBIT "J"   - List of Trade Fixtures

                                       iii

<PAGE>

                                 LEASE AGREEMENT

         THIS LEASE (the "Lease") is made and entered into this 31st day of
December, 2003 (the "Effective Date"), by and between COUSINS PROPERTIES
INCORPORATED, a Georgia corporation (hereinafter referred to as "Landlord"), and
INHIBITEX, INC., a Georgia corporation (hereinafter referred to as "Tenant").

         ARTICLE I. DEMISE OF PREMISES

         Section 1.01. Demise. For and in consideration of the rents, terms,
covenants and agreements hereinafter set forth on the part of Tenant and
Landlord to be paid, kept, observed and performed, Landlord does hereby demise
and lease to Tenant, and Tenant does hereby take and hire from Landlord, upon
and subject to the terms and conditions contained herein, that certain tract of
land lying and being in Land Lot 691 of the 1st District, 2nd Section, City of
Alpharetta, Fulton County, Georgia, being more particularly described on Exhibit
"A" attached hereto and by reference incorporated herein (the "Site"), together
with all Improvements (as hereinafter defined) now or hereafter located thereon
and all appurtenances thereunto belonging, together with the right and easement
to use the water detention pond and related facilities located adjacent to the
Site (subject to payment of the Shared Costs therefor in accordance with Section
3.04 hereof) and together with the non-exclusive right and easement to use the
property described on Exhibit "A-1" attached hereto and by reference
incorporated herein ("Access Tract"), for the purpose of pedestrian and
vehicular access, ingress and egress to and from Westside Parkway (subject to
payment of the Shared Costs therefor in accordance with Section 3.04 hereof)
(said Site, Improvements, including, without limitation, the Building (as
defined in Section 2.03) and appurtenances hereinafter collectively referred to
as "Premises"), subject to the encumbrances set forth on Exhibit "B" attached
hereto and by reference incorporated herein. A plat of the Site is attached
hereto as Exhibit "C" and by reference incorporated herein. The term
"Improvements" as used in this Lease shall mean any and all structures and
appurtenances thereto of every type and kind on, at or under the Site,
including, but not limited to, buildings, outbuildings, garages, sheds, patios,
patio covers, awnings, additions, walkways, bicycle trails, sprinkler systems or
pipes, garages, roads, curbing, paving, driveways, parking areas, fences,
screening walls, retaining walls, stairs, decks, fixtures, landscaping hedges,
windbreaks, poles, signs, exterior tanks, solar panels and equipment, exterior
evaporative coolers, air conditioning and water softener fixtures, wind mills,
exterior antennae, aerials and other equipment for the reception or transmission
of radio, television, microwave, electromagnetic, or other similar or dissimilar
communication systems, and any improvement or any device that alters the natural
flow of water from any property adjoining the Premises.

         ARTICLE II. TERM OF LEASE

         Section 2.01. Term of Lease. The term of this Lease (hereinafter
referred to as "Term") shall commence on the date first set forth above, and
unless sooner terminated or extended under the terms and conditions contained
herein, shall continue thereafter until 11:59 p.m. (local, Atlanta, Georgia,
time) on the day preceding the tenth (10th) anniversary of the "Rent
Commencement

<PAGE>

Date" (as hereinafter defined). "Rent Commencement Date" shall mean the later of
(i) the date one hundred fifty (150) days after the Floor Ready Condition Date
(as defined in Exhibit "D") subject to extension for delays in Substantial
Completion of the Layout Work or Tenant's Work arising out of any Landlord Delay
or Excusable Delay (as such terms are defined in Exhibit "D"), or (ii) the date
of Substantial Completion of the Base Building Work (as defined in Exhibit "D").
Promptly after the Rental Commencement Date Landlord shall send to Tenant a
Supplemental Notice in the form of Exhibit "I" attached hereto and by this
reference made a part hereof, specifying the Rent Commencement Date, the date of
expiration of the Term as hereinabove set forth and certain other matters as
therein set forth.

         Section 2.02. Options to Extend Term. Tenant is hereby granted options
to extend the Term of this Lease for two (2) successive additional periods of
five (5) years each (each such additional period being herein referred to as an
"Extended Term") by giving written notice of such extension to Landlord at least
nine (9) months prior to the expiration of the initial Term of this Lease or the
first Extended Term, as the case may be. Tenant shall have the right to exercise
these options to extend provided that on the date of such exercise no Event of
Default (as hereinafter defined) under this Lease has occurred and is then
subsisting. Each Extended Term shall be upon all of the same terms, covenants
and conditions of this Lease then applicable except that the Rent (as
hereinafter defined) during the Extended Terms shall be as set forth in Sections
3.02 and 3.03 hereof. The term "Term" or the phrase "Term of this Lease" as used
in this Lease shall mean the initial Term and any Extended Term which may become
effective.

         Section 2.03. Supplemental Agreement. Landlord and Tenant shall, within
twenty (20) days after the occurrence of the Rent Commencement Date, execute a
supplemental agreement setting forth the Minimum Rent, the number of rentable
square feet contained in the building to be constructed on the Site pursuant to
Exhibit "D" (the "Building"), the Rent Commencement Date and the expiration date
of the Term of this Lease as determined pursuant to Section 2.01 hereof and the
dates for Minimum Rent adjustments as determined pursuant to Section 3.02 of
this Lease. Such supplemental agreement, when executed and delivered by Landlord
and Tenant, shall be attached to and become a permanent part of this Lease.

         ARTICLE III. MINIMUM RENT AND ADDITIONAL RENT

         Section 3.01. Minimum Rent. Tenant covenants and agrees to pay
Landlord, in lawful money of the United States of America, for the period
commencing on the Rent Commencement Date and continuing thereafter throughout
the Term, as rent hereunder, (i) Minimum Rent (as hereinafter defined), plus
(ii) any and all additional rent consisting of such sums and charges that come
due under the terms and conditions of this Lease other than Minimum Rent (any
and all such sums and charges hereinafter referred to as "Additional Rent"). The
Minimum Rent and Additional Rent are sometimes herein collectively referred to
as "Rent". For the period from the Rent Commencement Date to the day preceding
the first (1st) anniversary of the Rent Commencement Date, "Minimum Rent" shall
mean a base annual minimum rent in the amount (the "Initial Minimum Rent") equal
to twelve percent (12%) of Landlord's Total Cost (as hereinafter defined).
Commencing on the first (1st) anniversary of the Rent Commencement Date and
continuing on each subsequent anniversary of the Rent Commencement Date, the
Minimum Rent shall be adjusted as

                                       2

<PAGE>

provided in Section 3.02 hereof. "Total Cost" means the costs and expenses paid
or incurred by Landlord in connection with the development of the Premises and
shall include, without limitation, the matters set forth on Exhibit "F" attached
hereto and by reference made a part hereof, including but not limited to imputed
land acquisition costs in the agreed amount of $150,000 per acre, grading costs,
the costs of constructing and installing landscaping, irrigation, and drainage
facilities, curbs, gutters and paving, and other site work, the costs of the
Base Building Work, a development fee to Landlord or an affiliate of Landlord,
in the amount of $250,000.00, leasing commissions, permit and tap fees, impact
fees, architect's and engineer's fees, legal fees, property taxes, the
Improvement Allowance, and imputed interest (identified on Exhibit "F" as
"Financing Costs") at the rate of eight percent (8%) per annum on all such costs
from the later of date of disbursement or the Effective Date of this Lease
through the Rent Commencement Date (or such earlier date upon which the Rent
Commencement Date would have occurred but for Landlord Delay); provided that
until the date of Substantial Completion of the Base Building Work the imputed
land acquisition costs shall not be included in the costs on which such imputed
interest shall be determined. The amounts set forth on Exhibit "F" are estimates
as of the date of this Lease of the Total Cost and of the amounts of the
elements comprising Total Cost, which estimates may and almost certainly will
change, and which estimates do not and shall not be deemed to set either minimum
or maximum limits for such elements or for the Total Cost. For purposes of
illustration, as set forth on Exhibit "F", if the Total Cost were $7,085,458.00,
then the Initial Minimum Rent would be $850,255.00 per annum, equal to twelve
percent (12%) of $7,085,458.00 [Sixteen and 39/100 Dollars ($16.39) per rentable
square foot (based on the Building containing an estimated 51,884 rentable
square feet; provided, however, that the actual number of rentable square feet
shall be determined as hereinafter set forth)]. Not later than eighty-five (85)
days after the Effective Date of this Lease, Landlord shall provide to Tenant an
updated estimate of the Total Cost, which shall supersede Exhibit "F" hereto.

         The number of rentable square feet in the Building shall be determined
in accordance with the American National Standard Method of Measuring Floor Area
in Office Buildings, ANSI/BOMA Z65.1-1996 published by the Building Owners and
Managers Association International ("BOMA Standards"). Upon Substantial
Completion, Landlord will cause its architect (which architect shall have not
less than five (5) years experience in the design of commercial buildings and
shall have expertise in measuring and calculating the rentable square feet of
commercial buildings using BOMA Standards) to make and certify to Landlord and
Tenant physical measurements of the Building and the resulting calculation of
the number of rentable square feet contained within the Building in accordance
with BOMA Standards, and a copy of such certification of Landlord's architect
shall be given to Tenant.

         Minimum Rent shall be payable, in advance, in twelve (12) equal monthly
installments for each Lease Year (as hereinafter defined), on or before the
first day of each calendar month during the Term, at the office of Landlord,
2500 Windy Ridge Parkway, Suite 1600, Atlanta, Georgia 30339-5683, or at such
other address as Landlord may from time to time designate in writing to Tenant.
Landlord agrees that Tenant shall have the right, if it elects, to pay Minimum
Rent by means of a wire transfer of immediately available Federal funds to the
account of Landlord, and upon request by Tenant, Landlord agrees to provide
Tenant with Landlord's account information and wiring instructions to enable
Tenant to make payment of Minimum Rent by wire transfer as

                                       3

<PAGE>

aforesaid. Minimum Rent for the first and last months of the Term shall be
prorated on a daily basis if the Term shall begin or end on a day other than the
first or last day of a calendar month.

         Section 3.02. Minimum Rent Adjustments. As used in this Lease, the term
"Lease Year" shall mean the twelve (12) month period commencing on the Rent
Commencement Date and ending on the day preceding the first (1st) anniversary of
the Rent Commencement Date, and each successive twelve (12) month period
thereafter during the Term. On the first day of the second and each subsequent
Lease Year (each of such dates being herein referred to as an "Adjustment
Date"), the annual Minimum Rent shall be increased to an amount equal to (a) the
Initial Minimum Rent, plus (b) an amount equal to the Initial Minimum Rent
multiplied by the product of five (5) times the percentage increase in the Index
(as hereinafter defined) for the month preceding the applicable Adjustment Date
as compared to the Index for the month during which this Lease is fully-executed
by Landlord and Tenant; provided, however, in no event shall the Minimum Rent
following an Adjustment Date be less than the Minimum Rent prior to such
Adjustment Date and in no event shall the Minimum Rent be so increased so as to
exceed the following amounts:

         For the second Lease Year, 102.5% of the Initial Minimum Rent;

         For the third Lease Year, 105.06% of the Initial Minimum Rent;

         For the fourth Lease Year, 107.689% of the Initial Minimum Rent;

         For the fifth Lease Year, 110.381% of the Initial Minimum Rent;

         For the sixth Lease Year, 113.141% of the Initial Minimum Rent;

         For the seventh Lease Year, 115.969% of the Initial Minimum Rent;

         For the eighth Lease Year, 118.869% of the Initial Minimum Rent;

         For the ninth Lease Year, 121.840% of the Initial Minimum Rent;

         For the tenth Lease Year, 124.886% of the Initial Minimum Rent;

         For the eleventh Lease Year, 128.009% of the Initial Minimum Rent;

         For the twelfth Lease Year, 131.209% of the Initial Minimum Rent;

         For the thirteenth Lease Year, 134.489% of the Initial Minimum Rent;

         For the fourteenth Lease Year, 137.851% of the Initial Minimum Rent;

         For the fifteenth Lease Year, 141.297% of the Initial Minimum Rent;

         For the sixteenth Lease Year, 144.83% of the Initial Minimum Rent;

                                       4

<PAGE>

         For the seventeenth Lease Year, 148.441% of the Initial Minimum Rent;

         For the eighteenth Lease Year, 152.162% of the Initial Minimum Rent;

         For the nineteenth Lease Year, 155.966% of the Initial Minimum Rent;

         For the twentieth Lease Year, 159.865% of the Initial Minimum Rent.

         Section 3.03. Additional Rent. Tenant covenants and agrees to pay to
Landlord, from time to time as provided in this Lease, (a) interest (herein
referred to as "Interest" which for all purposes of this Lease shall equal two
percent (2%) plus the "prime rate" [as used herein, "prime rate" shall mean the
rate of interest per annum announced from time to time by SunTrust Bank,
Atlanta, Georgia, or its successor organization, as its prime commercial lending
rate]) on all installments of Minimum Rent not paid by the fifth (5th) day of
the month for which such amount is due, from the due date through the date of
payment (provided, however, such five [5] day grace period shall be applicable
only two [2] times in any twelve [12] month period, and in not more than three
[3] twelve [12] month periods during the Term, and with respect to any
installment of Minimum Rent thereafter coming due, Interest shall accrue from
the due date of such Minimum Rent through the date of payment regardless of
whether same is paid by the fifth [5th] day of the month for which such amount
is due), (b) all amounts, other than Minimum Rent which Tenant herein agrees to
assume and pay to Landlord, (c) all other amounts which Tenant herein agrees to
assume and pay to a third party or third parties, including, without limitation,
taxes, assessments and charges specified in Article IV hereof, in those
circumstances where Tenant shall fail or refuse to pay to such third party or
parties and Landlord elects to pay such amounts as herein provided, and (d)
Interest on amounts referred to in Subsections 3.03(b) and 3.03(c) not paid
within five (5) days after such amounts are due, from the due date through the
date paid or, if demand is required therefor by the terms of this Lease, from
the date which is ten (10) days after the date of demand through the date paid
(all or any one of the aforementioned items being herein included in "Additional
Rent"). If Tenant fails to pay any Additional Rent, Landlord shall have the same
rights, powers and remedies for such failure as are provided in this Lease, at
law, in equity or otherwise for the nonpayment of Rent.

         Section 3.04. Shared Costs. Tenant covenants and agrees to pay to
Landlord from time to time, within fifteen (15) days after notice of the amount
thereof (but in no event more often than once each month), the pro rata share
applicable to the Site of the "Shared Costs" imposed under that certain Master
Declaration of Covenants and Easements for Westside by Landlord herein, as
Declarant, dated December 15, 2003, and recorded in Deed Book 36717, page 273,
Fulton County, Georgia Records, encumbering the project known as Westside and
generally including the property shown on Exhibit "G" attached hereto and by
reference made a part hereof (said project, as from time to time constituted by
Landlord, "Westside"). Such share of the Shared Costs attributable to the Site
shall be paid by Tenant to Landlord before the same become delinquent under the
Declaration and before any interest may be added for nonpayment under the
Declaration. The Site's proportionate share of any such Shared Costs for the
year in which the Term commences and terminates or expires shall be prorated on
a daily basis between Landlord and Tenant.

                                       5

<PAGE>

Notwithstanding anything elsewhere herein to the contrary, the costs of those
elements of the Shared Costs which are controllable by Landlord shall not
increase more than three percent (3%) per year. If Tenant fails to pay the
Site's proportionate share of any such Shared Costs when due, Landlord, without
declaring a default hereunder and without relieving Tenant of any liability
hereunder, may, but shall not be obligated to, pay any such amount (or any
installment thereof) and any amount so paid by Landlord shall constitute
Additional Rent hereunder and shall be paid by Tenant to Landlord on demand with
Interest thereon in the manner provided in Section 3.03 hereof. Tenant's
obligation to pay the Site's share of such Shared Costs which accrue during the
Term shall survive any termination of this Lease.

         In addition, Tenant shall reimburse Landlord from time to time, within
thirty (30) days of receipt of an invoice therefor, for Tenant's share of the
cost of maintenance, operation and repair of the water detention pond and
related facilities located adjacent to the Site. Tenant's share shall be a
fraction, the numerator of which is the acreage of the Site, and the denominator
of which is the total acreage of all sites benefited by such detention pond and
related facilities.

         At all times during the Term, on or before the later of (i) the date
two (2) years after the expiration of any Lease Year, or (ii) the date one (1)
year after Tenant's receipt of any bill, invoice, or demand of payment for any
Shared Costs for any Lease Year, Tenant shall be entitled to audit and review
the books and records of Landlord or Landlord's agent or property manager
relating to the Shared Costs for such Lease Year. Upon reasonable prior written
request, Landlord shall afford Tenant, its auditors, or other authorized
representatives with access at reasonable times to such books and records, which
books and records, or copies thereof, shall be made accessible to Tenant in the
greater Atlanta metropolitan area. In the event Tenant disputes any such Shared
Costs (whether with respect to the amount thereof, the inclusion of a matter or
cost within Shared Costs, or otherwise) and Landlord and Tenant shall not agree,
in writing, upon the resolution of such dispute within forty-five (45) days
after Tenant gives written notice of such dispute to Landlord, such dispute
shall be submitted to and resolved by arbitration as provided in Section 18.24
of this Lease. In the event that Tenant identifies a discrepancy between the
Shared Costs billed, invoiced, or demanded to or of Tenant and the actual amount
of such Shared Costs, Landlord shall immediately refund to Tenant any
overpayment by Tenant, and, in the event such discrepancy is in excess of five
percent (5%), then Landlord shall also pay for the reasonable costs of such
audit or review.

         ARTICLE IV. TAXES, ASSESSMENTS AND CHARGES

         Section 4.01. Taxes and Assessments. Subject to the provisions of
Section 14.01 hereof (concerning "Permitted Contests"), Tenant covenants and
agrees to discharge and pay before the same become delinquent and before any
fine, penalty, or interest may be added for nonpayment, any and all taxes,
assessments, license or permit fees, special district or community improvement
district assessments, excises, and other governmental imposts and charges of
every nature and classification (all or any one of which are hereinafter
referred to as "Taxes") that at any time during the Term from and after the Rent
Commencement Date are levied, assessed, charged or imposed upon Landlord's fee
simple and/or reversionary interest in the Premises, the Premises themselves
(excluding the easement over the Access Tract), the Improvements, this Lease,
the leasehold estate

                                       6

<PAGE>

of Tenant created hereby or any Minimum Rent or Additional Rent reserved or
payable hereunder (including any gross receipts or other taxes levied upon,
assessed against or measured by the Minimum Rent or Additional Rent); provided,
however, Tenant shall not be obligated to pay any municipal, state or Federal
income tax imposed on Landlord, and Tenant shall not be obligated to pay any
amounts levied upon Landlord as a franchise, estate, gift, inheritance,
succession or capital levy tax. Notwithstanding the foregoing to the contrary,
if at any time after the execution of this Lease the methods of taxation
prevailing at the execution of this Lease shall be altered so that any
imposition, which at the date hereof or during the Term is or shall be levied,
assessed or imposed on real estate and the improvements thereon, is thereafter
levied, assessed or imposed wholly or partially on the rents received from real
estate or the improvements thereon, or as a tax assessment, levy or license fee
(regardless of the form and regardless of the taxing authority) upon Landlord
measured by Minimum Rent and Additional Rent payable under this Lease, then all
such substitute or additional taxes, assessments, levies or license fees shall
be deemed to be included within the meaning of the term "Taxes" for purposes
hereof, and Tenant shall pay and discharge the same as herein provided in
respect of the payment of Taxes.

         Landlord shall use reasonable efforts to obtain from the taxing
authorities a separate tax parcel assessment for the Premises and to cause
Tenant to be named as the party to whom all such bills and assessments should be
sent. If such separate assessment shall be obtained, Tenant shall pay the Taxes
directly to the taxing authority. If such separate assessment shall not be
obtained, notwithstanding Landlord's reasonable efforts to obtain the same, the
valuation placed on the Premises by the applicable taxing authority shall be
used as the appropriate standard for determining the Taxes payable by Tenant. If
this valuation is not available, Tenant shall pay a share of the Taxes included
in Landlord's tax bill, which share shall be determined in a fair and equitable
manner, giving consideration to the value of the various improvements on the
real property covered by such tax bill. If the Premises are not separately
assessed, Landlord shall notify Tenant of Tenant's proportionate share of the
Taxes and will furnish Tenant with a copy of the tax bill within fifteen (15)
days after receipt by Landlord thereof. Tenant shall pay its share of the Taxes
as set forth above to Landlord not later than ten (10) days before the taxing
authority's delinquency date or ten (10) days after receipt of a bill from
Landlord, whichever is later. In no event shall Tenant be liable for interest or
penalties for Landlord's failure to pay the Taxes prior to delinquency, unless
Tenant fails to timely pay its share of such Taxes as provided above.

         Section 4.02. Charges. Subject to the provisions of Section 14.01
hereof (concerning "Permitted Contests"), Tenant covenants and agrees that it
shall pay when due all charges for all public or private utility services
including, but not limited to, water, sewer, gas, light, heat and air
conditioning, telephone, electricity, cable television, trash removal, power and
other utility and communications services (all or any one of which hereinafter
referred to as "Charges") that are rendered or become due and payable with
respect to the Premises at any time during the Term and during any period prior
to the commencement of the Term after Tenant takes possession of the Premises
for the construction of the Layout Work (as defined in Exhibit "D"). Landlord
and Tenant shall use reasonable efforts to cause the applicable governmental
authority providing water service to the Premises to separately meter the water
consumption at the Premises and charge Tenant directly for such water service
(and associated sewer service). In the event the governmental authority
providing water service to the Premises is unwilling to do so, Landlord agrees
that

                                       7

<PAGE>

Landlord will submeter the water consumption at the Premises, and Tenant agrees
to pay the applicable Charge for such water (and associated sewer service) to
Landlord, based upon the submetered consumption of water at the Premises and at
the same rate that Tenant would pay if such water service (and associated sewer
service) were provided directly to Tenant with respect to the Premises by the
applicable governmental authority. Tenant agrees to pay Landlord for such water
service (and associated sewer service) within fifteen (15) days after receipt by
Tenant of written request for payment from Landlord (but not more frequently
than monthly), which request for payment shall be accompanied by information
regarding the submetered consumption of water at the Premises and a copy of the
most recent water and sewer bill received by Landlord with respect to the
Premises and the other real property covered by such bill.

         Section 4.03. General. To the extent that the Premises is separately
assessed as an independent tax parcel, Tenant shall prepare and file all reports
and returns required by law and governmental regulations with respect to any
Taxes and, upon Landlord's request, shall furnish copies thereof to Landlord.
Tenant shall promptly forward to Landlord copies of any bill or assessment
respecting any Taxes upon Tenant's receipt thereof from the taxing authority.
Likewise, Landlord shall promptly furnish to Tenant copies of any bill or
assessment respecting any Taxes upon Landlord's receipt thereof from the taxing
authority. Upon request of Landlord, Tenant agrees to furnish and deliver to
Landlord receipts evidencing the payment of any Taxes and/or Charges payable by
Tenant as provided in Section 4.01 and Section 4.02 hereof. If the Taxes shall
include any special assessments for improvements which may be paid in
installments, Tenant shall be obligated to pay only such installments as they
become due and shall be obligated to pay only such installments which are to
become due and payable prior to the expiration of the Term. Any Taxes for the
year in which the Term commences and terminates or expires shall be prorated on
a daily basis between Landlord and Tenant. If Tenant fails to pay any Taxes
and/or Charges (or any installment thereof) on or before the date on which
Tenant is obligated to pay the same under this Lease, Landlord, without
declaring a default hereunder and without relieving Tenant of any liability
hereunder, may, but shall not be obligated to, pay any such Taxes and/or Charges
(or any installment thereof) and any amount so paid by Landlord, together with
all actual costs and expenses incurred by Landlord in connection therewith,
shall constitute Additional Rent hereunder and shall be paid immediately by
Tenant to Landlord on demand with Interest thereon in the manner provided in
Section 3.03 hereof. Tenant's obligation to pay Taxes and Charges which accrue
during the Term shall survive any termination of this Lease.

         ARTICLE V. NET LEASE; NON-TERMINATION

         Section 5.01. Net Lease. This Lease is a net lease and Minimum Rent and
Additional Rent shall be paid without notice, demand (except as expressly
provided herein in the case of certain Additional Rent), counterclaim, setoff,
recoupment, deduction or defense and without abatement, suspension, deferment,
diminution or reduction; provided that, notwithstanding the foregoing, Tenant
shall have the right to setoff against Rent the amount of any final,
non-appealable judgment of a court of competent jurisdiction that Tenant may
obtain against Landlord. It is the purpose and intent of Landlord and Tenant
that Minimum Rent and Additional Rent (where payable to Landlord) shall be
absolutely net to Landlord, so that this Lease shall yield, net, to Landlord,
Minimum Rent specified in Sections 3.01 and 3.02 and Additional Rent specified
in Section 3.03

                                       8

<PAGE>

hereof throughout the Term, and that all costs, expenses and obligations of
every kind and nature whatsoever relating to the Premises (except the taxes of
Landlord referred to in Section 4.01 hereof) which may arise and become due as
specified in Sections 3.04, 4.01 and 4.02 hereof or elsewhere herein during the
Term shall be paid by Tenant, and that Landlord shall be indemnified and saved
harmless by Tenant from and against the same.

         Section 5.02. Non-Termination. Except as otherwise expressly provided
in this Lease, this Lease shall not terminate nor shall Tenant have any right to
terminate this Lease or be entitled to the abatement of any Minimum Rent or
Additional Rent hereunder or any reduction thereof, nor shall the obligations of
Tenant under this Lease be otherwise affected, by reason of (a) any damage to or
destruction of all or any portion of the Premises from whatever cause, or (b)
the prohibition, limitation or restriction of or interference with Tenant's use
of all or any portion of the Premises, other than by Landlord in violation of
Section 18.06 hereof. Except as otherwise expressly provided in this Lease,
Tenant waives all rights now or hereafter conferred by statute or otherwise to
quit, terminate or surrender this Lease or the leasehold estate in the Premises
or any part thereof, and to any abatement, recoupment, suspension, deferment,
diminution or reduction of Minimum Rent and Additional Rent.

         ARTICLE VI. USE OF THE PREMISES

         Section 6.01. Use of the Premises. Subject to the terms and conditions
hereof, Tenant, its successors or assigns (as permitted hereunder), may use and
occupy the Premises only for one or more of general office purposes,
biotechnological, biomedical and pharmaceutical research laboratories and a
vivarium (including maintaining and disposing of animals for research purposes)
and uses accessory and incidental thereto (hereinafter referred to as the
"Permitted Use"). Tenant also agrees to comply with the Rules and Regulations
set forth in Exhibit "E" attached hereto.

         Section 6.02. Construction of the Improvements. Landlord shall tender
possession of the Premises to Tenant on the Floor Ready Condition Date (as
defined in Exhibit "D"), and Tenant shall accept possession of the Premises on
such date for the performance of the Layout Work and Tenant's Work (as defined
in Exhibit "D"). The obligations of Landlord with respect to the Base Building
Work (as defined in Exhibit "D") and the obligations of Landlord and Tenant with
respect to the Layout Work are set forth in the Work Letter attached hereto as
Exhibit "D" and by reference incorporated herein. Prior to entry onto the
Premises for the purpose of performing Layout Work or Tenant's Work, Tenant
shall furnish to Landlord evidence satisfactory to Landlord that the insurance
coverage required of Tenant pursuant to paragraph 5(d) of the Work Letter is in
effect.

         "Outside Substantial Completion Date" shall mean the four hundred
eightieth (480th) calendar day after the Effective Date, subject to extensions
for Tenant Delays and Excusable Delays (as such terms are defined in Exhibit
"D"). If Substantial Completion (as defined in Exhibit "D") of the Base Building
Work has not occurred on or before the Outside Substantial Completion Date, then
Tenant's sole right and remedy shall be to terminate this Lease by written
notice to Landlord at any time after the Outside Substantial Completion Date and
prior to the date of Substantial Completion of the Base Building Work.

                                       9

<PAGE>

         Within thirty (30) days after the date of Substantial Completion of the
Base Building Work, Tenant shall have the right to prepare and provide to
Landlord a list of incomplete or defective Punch List Items (as defined in
Exhibit "D"), all of which shall be promptly repaired or completed (as the case
may be) by Landlord at its sole cost and expense. During the Term, Tenant shall
have the right to notify Landlord in writing of Tenant's discovery of latent
defects in the Base Building Work, all of which shall be promptly repaired or
completed (as the case may be) by Landlord at its sole cost and expense. Except
for such Punch List Items so specified by Tenant within said thirty (30) day
period, and except for such latent defects, the taking of possession by Tenant
shall be deemed conclusively to establish that Landlord's construction
obligations with respect to the Base Building Work have been completed in
accordance with the plans and specifications approved by Landlord and Tenant and
that the Premises, to the extent of Landlord's construction obligations with
respect thereto, are in good and satisfactory condition.

         ARTICLE VII. COMPLIANCE WITH LAW; LIENS AND ENCUMBRANCES

         Section 7.01. Compliance with Laws. Subject to the provisions of
Section 14.01 hereof (concerning "Permitted Contests"), Section 7.04 hereof
(concerning Landlord's agreements relating to "Hazardous Substances") and the
Work Letter attached hereto as Exhibit "D" (concerning Landlord's obligation to
complete the "Base Building Work" in accordance with the codes, laws and
regulations applicable thereto), Tenant, at its sole cost and expense, shall
comply with and cause the Premises to comply with (a) all Federal, state,
county, municipal and other governmental statutes, laws, rules, orders,
regulations, and ordinances affecting the Premises or any part thereof, or the
use thereof, including those which require "Repairs", as that term is defined in
Section 8.01 hereof, or any structural changes in the Improvements whether or
not any such statutes, laws, rules, orders, regulations, or ordinances which may
hereafter be enacted involve a change of policy on the part of the governmental
body enacting the same, (b) all rules, orders and regulations of the National
Board of Fire Underwriters or other bodies exercising similar functions and
responsibilities in connection with the prevention of fire or the correction of
hazardous conditions which apply to the Premises, and (c) the requirements of
all policies of public liability, fire and other insurance which at any time may
be in force with respect to the Premises (all or any one of the items enumerated
in this Section 7.01 hereinafter referred to as "Regulations"). Notwithstanding
the foregoing, Landlord shall comply with and cause any Improvements constructed
by Landlord or its contractors, including without limitation, the Base Building
Work, to comply with applicable Regulations as of the date of issuance of the
building permit therefor. Without limiting the generality of the foregoing,
Landlord shall endeavor in good faith to enforce all contractual and other
obligations of its architects, engineers and contractors for the redesign,
removal and reconstruction or other correction of items initially designed or
constructed in a manner not complying with applicable Regulations. To the extent
that the cost of such corrective work is not borne or reimbursed by such
architects, engineers or contractors, Landlord and Tenant agree that they shall
each be responsible for one-half of such costs.

         Section 7.02. Tenant's Agreement Relating to Hazardous Substances.
Tenant hereby covenants that Tenant and its agents, employees and contractors
will not generate, store, use, treat or dispose of any "Hazardous Substances"
(as hereinafter defined) in, on or at the Premises or any part of the
Improvements, including, without limitation, any Hazardous Substances
incorporated

                                       10

<PAGE>

into, or contained within any materials incorporated into, the "Layout Work" or
"Tenant's Work" (as defined in Exhibit "D" hereto), except for the use and
storage of Hazardous Substances as are legally used or stored (and in such
amounts as are legally used or stored) as a consequence of using the Premises
for the Permitted Use, but only so long as the quantities thereof do not pose a
threat to public health or to the environment or would necessitate a "response
action", as that term is defined in CERCLA (as hereinafter defined), and so long
as Tenant strictly complies or causes compliance with all laws, statutes, rules,
orders, regulations, ordinances and decrees concerning the use, storage or
disposal of such Hazardous Substances. Tenant further covenants that neither the
Premises nor any part of the Improvements shall ever be used by Tenant or its
agents, contractors or employees as a dump site or storage site (whether
permanent or temporary) for any Hazardous Substances during the Term (except for
the storage of the limited quantities permitted under and in strict accordance
with the first sentence of this Section 7.02). Tenant agrees that, not less than
once each calendar quarter during the Term, Tenant shall have its Chief
Scientific Officer inspect the Premises with respect to Tenant's compliance with
such covenants. Tenant shall provide Landlord with a certification from such
Chief Science Officer, in the form attached hereto as Exhibit "H" and by
reference incorporated herein, as to Tenant's compliance with such covenants as
of the date of such quarterly inspection.

         Tenant hereby agrees to indemnify Landlord and hold Landlord harmless
from and against any and all losses, liabilities, including strict liability,
damages, injuries, expenses, including reasonable attorneys' fees, costs of any
settlement or judgment and claims of any and every kind whatsoever paid,
incurred or suffered by, or asserted against, Landlord by any person or entity
or governmental agency [including those 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
Federal, state or local statute, law, ordinance, code, rule, regulation, order
or decree regulating, relating to or imposing liability, including strict
liability, or standards of conduct concerning any Hazardous Substance] for, with
respect to, or as a direct or indirect result of, the presence at, on or under,
or the escape, seepage, leakage, spillage, discharge, emission, or release at,
on or from, the Premises or the Improvements of any Hazardous Substance
(collectively, a "Release"); provided, however, that the foregoing indemnity is
limited to matters arising solely from the violation during the Term (and during
any period subsequent to the expiration of the Term that Tenant remains in
possession of the Premises) of the covenants and agreements of Tenant contained
in the preceding paragraph and excludes matters arising as a result of (i) the
conduct of Landlord, its agents, contractors or employees, or (ii) Hazardous
Substances at, on or under the Premises as of the date Tenant enters the
Premises for the construction of the Layout Work, or (iii) Hazardous Substances
at, on or under the Premises, or any Release at, on or from the Premises or the
Improvements, in connection with Landlord's development of the Site or in
connection with the construction or installation of the Base Building Work
(including, without limitation, any Hazardous Substances incorporated into, or
contained within any materials incorporated into, the Base Building Work), or
(iv) any environmental hazard of any type under local, state or federal law at,
on or under the Site as of the Effective Date of this Lease, or (v) any wetlands
on the Site or any buried, above-ground or other tanks, storage vessels, drums
or containers located in or on the Site as of the Effective Date of this Lease
(any matters arising as a result of the events, circumstances, or conditions
described in, and any Hazardous Substances

                                       11

<PAGE>

described in, the foregoing clauses (i), (ii), (iii), (iv) and (v) are
hereinafter collectively referred to as "Non-Tenant Hazardous Substance
Matters").

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

         Landlord shall have the right but not the obligation, and without
limitation of Landlord's rights under this Lease, to enter onto the Premises or
to take such other actions as it deems necessary or advisable to clean up,
remove, resolve or minimize the impact of, or otherwise deal with, any Hazardous
Substance following receipt of any notice from any person or entity (including
without limitation the EPA) asserting the existence of any Hazardous Substance
in, on or at the Premises or any part thereof which, if true, would constitute a
violation of Hazardous Substance Laws and could result in an order, suit or
other action against Tenant and/or Landlord; provided, however, Landlord agrees
that, except in the case of an emergency, Landlord will take such action only
after written notice to Tenant of the alleged existence of Hazardous Substances
and the failure by Tenant within a reasonable period of time following receipt
of such notice to commence, or the failure by Tenant to thereafter diligently
pursue to completion, the appropriate action to clean-up, remove, resolve or
minimize the impact of, or otherwise deal with, such Hazardous Substances. All
reasonable costs and expenses incurred by Landlord in the exercise of any such
rights, to the extent such costs and expenses result from a violation of the
covenants and agreements of Tenant contained in the first paragraph of this
Section 7.02, shall be deemed Additional Rent under this Lease and shall be
payable by Tenant upon demand.

         This Section 7.02 shall survive cancellation, termination or expiration
of this Lease.

         Section 7.03. Liens and Encumbrances. Subject to the provisions of
Section 14.01 hereof (concerning "Permitted Contests"), and except for any lien
related to the Base Building Work or Landlord's development of the Site, Tenant
shall not create or permit to be created or to remain, and, shall promptly
discharge, at its sole cost and expense, any lien, encumbrance or charge (all or
any one of which hereinafter referred to as "Lien") upon the Premises, or any
part thereof or upon Tenant's leasehold estate created hereby that arises from
the use or occupancy of the Premises by Tenant or by reason of any labor,
service or material furnished or claimed to have been furnished to or for the
benefit of Tenant or by reason of any construction, Repairs or demolition by or
at the direction of Tenant of all or any part of the Improvements, or by reason
of any Permitted Contest under Section 14.01 hereof.

                                       12

<PAGE>

         Except with respect to the Base Building Work, notice is hereby given
that Landlord shall not be liable for the cost and expense of any labor,
services or materials furnished or to be furnished with respect to the Premises
at or by the direction of Tenant or anyone holding the Premises or any part
thereof by, through or under Tenant and that no laborer's, mechanic's or
materialman's or other lien for any such labor, service or materials shall
attach to or affect the interest of Landlord in and to the Premises. Nothing
contained in this Lease shall be deemed or construed in any way as constituting
the consent or request of Landlord, express or implied, by inference or
otherwise, to any contractor, subcontractor, laborer or materialman for the
performance of any labor or the furnishing of any materials for any improvements
or Repairs to or of the Premises or any part thereof, nor as giving Tenant any
right, power or authority on behalf of Landlord to contract for or permit the
rendering of any services or the furnishing of any materials that would give
rise to the filing of any Lien against the Premises or any part thereof.

         If Tenant fails to discharge any Lien created or established in
violation of Tenant's covenant herein or to comply with any Regulations as
hereinabove provided, and if such failure continues for a period of twenty (20)
days after receipt by Tenant of notice of the existence of the Lien or twenty
(20) days after receipt by Tenant of notice of noncompliance with any
Regulations (provided that if such noncompliance shall be of such nature that it
can be fulfilled or performed without imposition of any fine, penalty or
forfeiture upon the Premises and if Tenant in good faith commences to fulfill or
perform same within said twenty (20) day period, but due to the nature of same
it could not be reasonably fulfilled or performed within said twenty (20) day
period exercising due diligence, Tenant shall have a reasonable amount of time
thereafter to effect such compliance if Tenant is then diligently pursuing the
fulfillment or performance of the covenant, agreement or obligation and shall
thereafter continuously and diligently proceed therewith until completion), and
provided such Lien or Regulations is not being contested by Tenant pursuant to
Section 14.01 hereof, Landlord, without declaring a default hereunder and
without relieving Tenant of any liability hereunder, may, but shall not be
obligated to, discharge or pay such Lien (either by paying the amount claimed to
be due or by procuring the discharge of such Lien by deposit or by bonding
proceedings) or cause compliance with such Regulations, and any amount so paid
by Landlord and all costs and expenses incurred by Landlord in connection
therewith shall constitute Additional Rent hereunder and shall be paid
immediately by Tenant to Landlord upon demand by Landlord, with Interest thereon
in accordance with Section 3.03 hereof.

         Section 7.04. Landlord's Agreement Relating to Hazardous Substances.
Landlord hereby represents and warrants to Tenant that: (i) to the best of
Landlord's knowledge the Site is free from Hazardous Substances and does not
constitute an environmental hazard of any type under local, state or Federal
law; (ii) to the best of Landlord's knowledge, there are no wetlands on the Site
and there are no buried, partially buried, above-ground or other tanks, storage
vessels, drums or containers located in or on the Site; and (iii) Landlord has
received no warning notice, notice of violation, administrative complaint,
judicial complaint or formal or informal notice alleging that there are
Hazardous Substances present on, in, or under the Site, that there are any
wetlands on the Site or any buried, partially buried, above-ground or other
tanks, storage vessels, drums or containers located in or on the Site, or that
the Site or the condition thereof is in violation of any Hazardous Substances
Laws or Regulations. Landlord shall indemnify and hold Tenant harmless from any
and all claims, damages, fines, judgments, penalties, costs, liabilities, or
losses (including

                                       13

<PAGE>

reasonable attorneys' fees, and reasonable consultant and expert fees) arising
during or after the Term as a result of (a) the breach by Landlord of the
representations or warranties made in the preceding sentence or (b) Non-Tenant
Hazardous Substance Matters. This indemnification includes, without limitation,
any and all costs incurred because of any investigation of the Site, any
clean-up, removal or restoration mandated by a Federal, state, or local agency
or political subdivision. The obligations of Landlord under this Section 7.04
shall survive the cancellation, termination or expiration of this Lease.

         ARTICLE VIII. REPAIRS AND ALTERATIONS

         Section 8.01. Maintenance and Repair. Tenant, at all times during the
Term, at its expense, shall keep the Premises, including, without limitation,
the Improvements, in good order, condition and repair and in substantially the
condition on the completion of construction, ordinary wear and tear excepted.
Tenant further agrees to be responsible for maintaining the landscaping
surrounding Tenant's building and parking area in accordance with first-class
landscape maintenance standards and for sweeping and cleaning the entrances to
the building in addition to the parking lot, sidewalks, and other improved areas
of the Premises. Tenant will provide and maintain vermin-proof receptacles for
Tenant's own use in the event refuse is temporarily stored outside of the
Building, and Tenant will be responsible for the removal of said refuse and will
promptly and strictly comply with all health, sanitary or other laws,
regulations and ordinances pertaining to the depositing and removal of such
refuse from or about the Premises. Tenant shall promptly perform such
maintenance and shall promptly make or cause to be made any and all necessary or
appropriate repairs, replacements, or renewals (all or any one of which herein
referred to as "Repairs"). All Repairs shall be at least equal in quality and
class to the original work. The term "Repairs" includes, without limitation, all
necessary repairs and replacements of the Premises (including, without
limitation, the roofs, foundations, all interior and exterior walls, and all
structural and non-structural portions of the buildings and other improvements),
structural or otherwise, ordinary or extraordinary, foreseen and unforeseen,
including but not limited to the exterior and interior windows, doors and
entrances, signs, floor coverings, columns and partitions; and lighting,
heating, plumbing and sewerage facilities, and air conditioning equipment.
Except for Landlord's obligations under Exhibit "D", Landlord shall not be
required to make any Repairs of any kind or nature in, on or to the Premises
during the Term.

         With respect solely to those alterations, additions, improvements,
repairs and replacements, if any, to the Premises which Tenant is required to
make hereunder, which would customarily be capitalized under generally accepted
accounting principles, and which have a useful life that will extend beyond the
expiration of the then current Term of this Lease ("Capital Repairs"), (a)
Landlord shall have the right to approve the plans and specifications for such
Capital Repairs and the estimated cost thereof, which approval shall not be
unreasonably withheld or delayed; and (b) the cost of such Capital Repairs shall
be pro-rated so that Landlord shall reimburse Tenant for a portion of the cost
of such Capital Repairs as follows: Landlord's portion shall be equal to the
cost of such Capital Repairs so approved by Landlord multiplied by a fraction,
the numerator of which shall be the reasonably anticipated useful life of the
Capital Repair beyond the expiration of the then current Term of this Lease, and
the denominator of which shall be the total anticipated useful life of such
Capital Repair. Landlord shall so reimburse Tenant within thirty (30) days after

                                       14

<PAGE>

completion of any such Capital Repairs and delivery to Landlord by Tenant of a
written request for such reimbursement, accompanied by a statement of the final
cost thereof with appropriate supporting documentation of such cost, and to the
extent Landlord does not so reimburse Tenant within such thirty-day period,
Tenant may setoff against Rent. In the event that Tenant shall thereafter renew
or extend the Term of this Lease, the sharing of such cost shall be re-prorated
and adjusted, so that Tenant shall thereupon refund to Landlord a portion of
such prior reimbursement by Landlord attributable to the period of such renewal
or extension of this Lease.

         Section 8.02. Alterations. Except for any initial improvement of the
Premises pursuant to Exhibit "D" (including, without limitation, the Layout Work
and Tenant's Work) which shall be governed by the provisions of said Exhibit
"D", Tenant shall not make, suffer or permit to be made any alterations,
additions or improvements to or of the 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, conditioned or
delayed; provided that Landlord's consent shall not be required for interior,
non-structural alterations which cost less than $50,000.00 and which do not
materially affect building systems (changes to electrical, mechanical or life
safety systems shall be deemed to materially affect building systems). Any such
alterations, additions or improvements to the Premises consented to by Landlord
shall, be made by one or more contractors reasonably acceptable to Landlord. All
such alterations, additions and improvements shall become Landlord's property at
the expiration or earlier termination of the Term and shall remain on the
Premises without compensation to Tenant (except that Tenant may, at its option,
remove its trade fixtures and research and lab fixtures) unless Landlord elects
by written notice to Tenant when Landlord's consent thereto is given, to have
Tenant remove such alterations, additions and improvements, in which event, to
the extent of any alterations, additions and improvements to be so removed by
Tenant pursuant to such written notice(s), notwithstanding any contrary
provisions respecting such alterations, additions and improvements contained in
Section 12.02 hereof, Tenant shall remove the same and promptly restore, at its
sole cost and expense, the Premises to its condition prior to the installation
of such alterations, additions and improvements, normal wear and tear excepted.
Tenant shall have no obligation to remove any initial improvements to the
Premises pursuant to Exhibit "D".

         ARTICLE IX. DAMAGE AND DESTRUCTION

         Section 9.01. Notice. In the event of any material damage to or
destruction of all or any part of the Improvements, Tenant will promptly give
written notice thereof to Landlord, which notice shall generally describe the
nature and extent of such damage or destruction. There shall be no abatement of
or adjustment to Minimum Rent or Additional Rent under this Lease as a result of
any damage or destruction.

         Section 9.02. Restoration. In the event of any damage to or destruction
of all or any part of the Improvements and whether or not the insurance proceeds
on account of such damage or destruction shall be sufficient for the purpose, or
in the event of any condemnation of the Premises of the character described in
Section 16.02 hereof and whether or not the proceeds of any award received on
account of such condemnation shall be sufficient for such purpose, Tenant, at
its sole cost and expense, shall promptly commence and shall thereafter
diligently and continuously

                                       15

<PAGE>

prosecute to completion the restoration, replacement or rebuilding of the
Improvements as nearly as practicable to their value, architectural condition
and character as existed immediately prior to such damage, destruction or
condemnation so as to permit resumption of the use of the Premises for the
Permitted Use to as nearly the same degree as possible (pending completion of
the work, such restoration, replacement or rebuilding, together with any
temporary repairs and property protection, are herein collectively referred to
as "Restoration").

         In the event damage to or destruction of a substantial portion of the
Improvements occurs within the last twelve (12) months of the Term, Tenant shall
have the right, at its election and in lieu of fulfilling its obligations under
this Section 9.02, to terminate this Lease upon thirty (30d cays' prior written
notice to Landlord by paying to Landlord, simultaneously with such notice, a sum
equal to all Rent and Additional Rent due from Tenant to Landlord to such
termination date, together with all insurance proceeds theretofore received by
Tenant on account of any damage or destruction of the Premises or any part
thereof and an assignment by Tenant of any right of Tenant to receive additional
insurance proceeds on account of any such damage or destruction; provided,
however, that Tenant shall be entitled to any insurance proceeds payable on
account of any damage or destruction of any of Tenant's personal property.

         Section 9.03. Application of Proceeds. Except as otherwise provided in
Section 9.02 hereof, insurance proceeds received on account of any damage to or
destruction of the Improvements or any part thereof shall be applied to pay for
the cost of Restoration. To the extent any such proceeds shall be inadequate to
pay such cost, it shall be Tenant's sole cost and obligation to pay all costs of
Restoration.

         ARTICLE X. INSURANCE

         Section 10.01. Classes of Insurance. Commencing on the date on which
Tenant enters the Premises to commence construction or installation of the
Layout Work or the performance of Tenant's Work (with regard to the insurance
required by subsection [b] below) and on the date Tenant shall commence
occupancy of any Improvements on the Site (with regard to the insurance required
by subsections [a] and [c] below) and at all times thereafter through and during
the Term, Tenant shall keep the Premises insured against the risks and hazards
and with coverage in amounts not less than those specified as follows:

                  (a)      Insurance against the risks customarily included
         under "all-risks" policies with respect to improved properties similar
         to the Premises in an amount equal to the "full insurable value" (which
         as used herein shall mean the full replacement value, including the
         costs of debris removal, which amount shall be determined annually) of
         the Improvements. Tenant shall be entitled to carry a deductible of up
         to $10,000.00 in connection with said coverage provided Tenant
         self-insures for the amount of the deductible. Tenant hereby further
         agrees that to the extent available, Tenant will obtain an "agreed
         amount" endorsement with respect to such insurance so as to prevent
         either Landlord or Tenant from becoming a co-insurer of any loss. Upon
         Tenant's request and subject to mutual agreement of Landlord and
         Tenant, Landlord shall carry the insurance coverage described in this

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         subsection (a) and Tenant shall reimburse Landlord for the premiums for
         such coverage within ten (10) days after receipt of invoice therefor.

                  (b)      Commercial general liability and property damage
         insurance (including, but not limited to, coverage for any
         construction, reconstruction or alteration by or at the instance of
         Tenant on or about the Premises) covering the legal liability of Tenant
         against all claims for any bodily injury or death of persons and for
         damage to or destruction of property occurring on, in or about the
         Premises and the adjoining streets, sidewalks and passageways in
         combined single limits for both property damage and personal injury and
         in the minimum amount, during the period from the date of this Lease to
         the day immediately preceding the fifth (5th) anniversary of the Rent
         Commencement Date, of Three Million and No/100 Dollars ($3,000,000.00)
         in connection with any single occurrence. Said coverage may be provided
         through a combination of primary and umbrella coverage, provided that
         Tenant's primary coverage shall have a minimum amount of not less than
         One Million and No/100 Dollars ($1,000,000.00). Tenant shall be
         entitled to carry a deductible of up to $10,000.00 in connection with
         the said coverage provided Tenant self-insures for the amount of the
         deductible. Commencing on the fifth (5th) anniversary of the Rent
         Commencement Date, and continuing thereafter on the fifth (5th)
         anniversary of the previous "Adjustment Date" (as hereinafter defined)
         during the Term (each of such dates being referred to in this Section
         10.01 as an "Adjustment Date"), the aforesaid minimum amount of
         insurance coverage shall be increased to the amount equal to the
         initial minimum amount set forth above increased at the rate of three
         percent (3%) per annum compounded on each anniversary of the Rent
         Commencement Date throughout the Term.

                  (c)      Business interruption insurance covering losses
         resulting from any interruption of Tenant's business in an amount not
         less than $750,000.00.

Tenant's right to self-insure with respect to the deductibles under subsections
(a) and (b) of this Section 10.01 shall be subject to Tenant agreeing not to
hold Landlord, its agents, contractors and employees, liable for any losses,
claims and liabilities which would have been covered under such insurance.

         Section 10.02. Requirements. All insurance required under Section 10.01
hereof shall be written by companies of recognized financial standing (with a
rating from Best's Insurance Reports of not less than A-/X) which are authorized
to do insurance business in the State of Georgia, shall name Landlord as an
additional insured party, shall be reasonably satisfactory to Landlord in all
respects and shall expressly provide (a) an effective waiver by the insurer of
all rights of subrogation against any named insured and against such insured's
interest in the Premises and against any income derived therefrom, (b) that no
cancellation, reduction in amount or material change in coverage thereof shall
be effective unless Landlord and Tenant shall have been given at least twenty
(20) days advance written notice thereof, and (c) that during construction,
reconstruction, alteration or material remodeling of any Improvements on the
Premises by Tenant such policies shall be in "builder's risk" form if there
would be an exclusion of coverage under Tenant's all-risks policy as a result of
such construction, reconstruction, alteration or material remodeling. A copy of
each policy or of a reasonably acceptable certificate of insurance in force,

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<PAGE>

issued by the insurer as provided in Section 10.01 hereof, shall be delivered to
Landlord on or before the date Tenant is required to obtain the applicable
insurance, and with respect to renewal or replacement policies, not less than
twenty (20) days prior to expiration of the policy being renewed or replaced.
Tenant may obtain the insurance required hereunder by endorsement on its blanket
insurance policies, provided that said policies fulfill the requirements of this
Section 10.02 that said policies reference the Premises, and that Landlord
receives satisfactory written proof of coverage. Tenant shall permit Landlord to
examine all policies evidencing the insurance required to be maintained by
Tenant under this Lease. Nothing contained in this Lease shall be construed to
require Landlord to prosecute any claim against any insurer or to contest any
settlement proposed by any insurer. To the extent of the amount of insurance or
self-insurance required to be maintained by Tenant (but in no event in excess of
the fullest extent permitted under O.C.G.A. Section 13-8-2), Tenant hereby
releases Landlord, its agents and employees from any liability for damage to
property or injury to persons, regardless of the cause of such damage or injury.

         Section 10.03. Certificates. Within fifteen (15) days after receipt of
written request from Landlord (but in no event more often than twice annually),
Tenant shall deliver to Landlord a certificate addressed to Landlord, signed by
Tenant, and dated within thirty (30) days prior to the delivery thereof, which
lists the insurers and policy numbers evidencing all the insurance then required
to be maintained by Tenant hereunder, and which warrants that said insurance is
in full force and effect and that such insurance and the policies evidencing the
same comply with the requirements of this Lease. In the event that Tenant fails
to obtain, maintain or renew any insurance provided for in this Article X or to
pay the premiums therefor, or to deliver to Landlord any of such certificates,
Landlord may, but shall not be obligated to, procure such insurance, pay the
premiums therefor or obtain such certificates and any costs or expenses incurred
by Landlord for such purposes shall be Additional Rent hereunder and shall be
immediately paid by Tenant to Landlord upon demand by Landlord, with Interest
thereon pursuant to Section 3.03 hereof.

         ARTICLE XI. INDEMNIFICATION

         Section 11.01. Indemnification. Tenant covenants and agrees to pay,
defend, indemnify and save harmless Landlord from and against any and all
liability, loss, damage, cost, expense (including without limitation all actual
and reasonable attorneys' fees and expenses of Landlord), causes of action,
suits, claims, demands or judgments of any nature whatsoever based upon, arising
from or connected in any manner with (a) injury to or the death of any person or
damage to any property occurring on the Premises during the Term from and after
the Rent Commencement Date (and during any period after the Term in which Tenant
shall remain in possession of the Premises), (b) the use, non-use, condition,
possession, construction, operation, maintenance, management or occupation of
the Premises or any part thereof during the Term from and after the Rent
Commencement Date (and during any period after the Term in which Tenant shall
remain in possession of the Premises), or (c) any negligence or intentional
misconduct on the part of Tenant or its agents, contractors, servants,
employees, licensees or invitees. If any action or proceeding should be brought
against Landlord based upon any such claim and if Tenant, upon notice from
Landlord, shall cause such action or proceeding to be defended at Tenant's
expense by counsel reasonably satisfactory to Landlord, without any disclaimer
of liability by Tenant in connection with such claim, Tenant shall not be
required to indemnify Landlord for attorneys' fees and expenses in

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<PAGE>

connection with such action or proceeding. The agreement of indemnification by
Tenant set forth in this Section 11.01 shall not extend to claims for damages
arising out of bodily injury to persons or damage to property caused by or
resulting from the negligence or willful misconduct of Landlord, its agents,
contractors, servants, employees, licensees or invitees (other than Tenant or
its agents, contractors, servants, employees, licensees or invitees). Landlord
covenants and agrees to pay, defend, indemnify and save harmless Tenant from and
against any and all liability, loss, damage, cost, expense (including without
limitation all actual and reasonable attorneys' fees and expenses of Tenant),
causes of action, suits, claims, demands or judgments of any nature whatsoever
based upon, arising from or connected in any manner with the negligence or
willful misconduct of Landlord or its agents, contractors, servants, employees,
licensees or invitees (other than Tenant or its agents, contractors, servants,
employees, licensees or invitees).

         ARTICLE XII. OWNERSHIP OF IMPROVEMENTS

         Section 12.01. Title to Improvements. Title to any portion of the
Improvements constructed by Tenant shall, during the Term, be in Tenant, but
notwithstanding such title, the terms and conditions of this Lease shall govern
the construction, use, and operation of the Improvements and the exercise of
Tenant's rights with respect thereto; and Tenant's right, title, interest, and
estate in and to the Improvements shall not be separable from the leasehold
estate granted Tenant hereunder. Subject to Section 8.02, Section 12.02 and
other applicable terms and provisions of this Lease, upon the termination or
expiration of this Lease, title to all Improvements shall vest in and become the
full and absolute property of Landlord without need of any further action being
taken by Tenant or Landlord, and Tenant shall immediately surrender possession
of the Improvements upon such termination or expiration as provided in Section
12.02 hereof. The value or cost of any Improvements constructed by Tenant shall
not in any way constitute a substitute for or a credit against any obligation of
Tenant under this Lease to pay Minimum Rent or Additional Rent.

         Section 12.02. Surrender. Upon any termination of this Lease, Tenant
shall peaceably quit and surrender the Premises, and any and all built-in or
attached machinery and equipment (other than trade fixtures) constructed,
installed or placed by Tenant thereon, to Landlord in good order and condition,
ordinary wear and tear excepted. In the event Tenant is not then in default
under this Lease, Tenant shall have the right upon a termination of this Lease
to remove from the Premises all furniture, inventory, trade fixtures, signs (but
not any pylon or monument) or other personal property of Tenant; provided,
however, that Tenant shall repair, at its sole cost and expense, any damage to
the Premises or to the Improvements caused by such removal. In no event shall
any built-in or attached machinery and equipment (other than trade fixtures)
used in and necessary to the operation of the Improvements be removed by Tenant
unless same is promptly replaced with comparable or better such machinery or
equipment or unless same is damaged and is removed by Tenant pursuant to Section
9.02 hereof. A preliminary list of Tenant's trade fixtures is set forth on
Exhibit "J" attached hereto and by this reference incorporated herein, and such
list may be updated from time to time as Landlord and Tenant shall mutually
agree.

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<PAGE>

          ARTICLE XIII. ASSIGNMENT AND SUBLETTING; NONSUBORDINATION TO
                              LEASEHOLD MORTGAGING

         Section 13.01. Assignment and Subletting; Prior Consent. Except as
herein provided, neither this Lease nor the interest of Tenant in this Lease or
in the Premises, or any part thereof, shall be sold, assigned or otherwise
transferred by Tenant, whether by operation of law or otherwise, and the
Premises shall not be sublet in whole or in part, without the express prior
written consent of Landlord. Neither this Lease nor the interest of Tenant in
this Lease or in the Premises, or any part thereof, shall be mortgaged, pledged
or hypothecated by Tenant without the express prior written consent of Landlord.

         The transfer of any voting capital stock of Tenant or the voting
capital stock of any corporate entity which directly or indirectly controls
Tenant or any interest in any non-corporate entity which directly or indirectly
controls Tenant, which transfer results in a change in the direct or indirect
voting control of Tenant (whether such transfer occurs at one time or at
intervals so that, in the aggregate, such a transfer shall have occurred) shall
be deemed to be an assignment subject to the provisions of this Section 13.01.
The preceding sentence shall not apply to, and Tenant shall not be in default
under this Section 13.01 as a result of, an offering of voting stock to the
public pursuant to a registered securities offering, the transfer of voting
stock on a national securities exchange or through the NASDAQ national market
system, the transfer of voting stock to Tenant's employees pursuant to a bona
fide employee stock ownership plan or other bona fide arrangement with one or
more employees, or any transfer of Tenant's voting stock by gift, bequest or
inheritance. For purposes of this Section 13.01, the term "control", as used
with respect to any person or entity, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management
policies of such person or entity through ownership of voting securities.

         Should Tenant desire to assign this Lease or any right or interest
herein (including, without limitation, in connection with any mortgage, pledge
or encumbrance of Tenant's interest herein as security for a debt) or sublet the
Premises or any part thereof and such assignment or sublease requires Landlord's
prior consent hereunder, Tenant shall give Landlord written notice of such
desire, which notice shall contain (i) the name and address of the proposed
subtenant or assignee and its form of organization, (ii) information regarding
the experience of such proposed subtenant or assignee, (iii) the material terms
and conditions of the proposed sublease or assignment (including, without
limitation, the financial terms of such proposed subletting or assignment and
the proposed commencement date of the proposed sublease or assignment), (iv) in
the case of a proposed assignment, financial statements for the three (3) most
recently completed fiscal years of the proposed assignee and such other
financial information as Landlord shall reasonably request (or if the proposed
assignee has not been extant for at least three [3] years, such financial
statements as are available), and (v) a description of any proposed remodeling
or renovation to the Improvements to be conducted by the proposed assignee or
subtenant, together with the request that Landlord approve such assignment or
sublease (which request shall contain a statement that in the event the proposed
sublease or assignment is not approved or disapproved by Landlord in writing to
Tenant within fifteen [15] days following receipt of such request, the proposed
sublease or assignment shall be deemed approved). Landlord shall have a period
of fifteen (15) days following receipt of such written notice within which to
notify Tenant in writing that Landlord elects either (a) to deny

                                       20

<PAGE>

Tenant the right to consummate such sublease or assignment or (b) permit Tenant
to assign this Lease or sublet the Premises. The failure of Landlord to notify
Tenant in writing of such election within the fifteen (15) day period described
above shall be deemed approval of such proposed assignment or sublease.

         Any consent given by Landlord to any sale, assignment, mortgage,
pledge, hypothecation or other transfer or subletting shall apply only to the
specific transaction thereby authorized and shall not relieve Tenant or any
approved successor of Tenant from the requirement of obtaining the prior written
consent of Landlord to any further transfer or subletting. No consent by
Landlord to any assignment of this Lease or of Tenant's interest under this
Lease or in the Premises, or any part thereof, or to any sublease shall be
effective unless and until there shall have been delivered to Landlord a written
agreement, in a form reasonably acceptable to Landlord, executed by Tenant and
the proposed assignee or subtenant, as the case may be, wherein and whereby any
assignee legally binds itself to pay the Minimum Rent and Additional Rent due
under this Lease and to observe and perform all of the other terms, conditions
and provisions of this Lease on the part of Tenant to be observed or performed,
and any subtenant acknowledges the right of Landlord to continue or terminate
any sublease, in Landlord's sole discretion, upon termination of this Lease, and
such subtenant agrees to recognize and attorn to Landlord in the event that
Landlord elects to continue such sublease.

         Any person who shall, by operation of law or otherwise, become an
assignee of this Lease or become vested with a leasehold interest hereunder
shall be bound by and be liable upon all the terms, covenants, provisions and
conditions contained in this Lease during the Term, whether or not of the nature
of covenants ordinarily running with the land, but neither Tenant nor any
subsequent Tenant whose interest is assigned or divested shall be relieved of
liability hereunder other than by an express release from liability executed in
writing by Landlord. Likewise, no course of dealing with any assignee, any other
party vested with a leasehold interest hereunder, or any sublessee shall release
or relieve Tenant from liability under this Lease.

         Notwithstanding the provisions above to the contrary, Tenant shall have
the right, upon prior notice to Landlord, but without Landlord's prior written
consent, to assign this Lease to any parent corporation of which Tenant is a
direct or indirect wholly-owned subsidiary, to any direct or indirect
wholly-owned subsidiary of Tenant or to any wholly-owned subsidiary of any
parent corporation of which Tenant is a direct or indirect wholly-owned
subsidiary, provided that (i) no such assignment shall be deemed to release
Tenant from its obligation to observe and perform all of the terms, covenants
and provisions on Tenant's part to be observed and performed under this Lease;
and (ii) any assignee must execute and deliver to Landlord a written assumption
agreement for the benefit of Landlord, in a form reasonably acceptable to
Landlord, whereby such assignee legally binds itself to pay the Minimum Rent and
Additional Rent due under this Lease and to observe and perform all of the other
terms, conditions and provisions of this Lease on the part of Tenant to be
observed or performed.

         Upon request, Landlord shall reasonably cooperate with Tenant in
connection with any sale, assignment, transfer, sublease, mortgage, pledge or
hypothecation of the interest of Tenant in this Lease to a state or local
governmental agency (such as the Development Authority of Fulton

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<PAGE>

County) issuing debt securities to finance any Improvements, or providing tax
abatement or other similar benefits to Tenant, and Landlord shall do such
additional and further acts, and shall execute and deliver all such additional
and further instruments, certificates and documents, as Tenant may reasonably
require to effectuate any such sale, assignment, transfer, sublease, mortgage,
pledge or hypothecation of the interest of Tenant in this Lease.

         Also notwithstanding the provisions above to the contrary, Tenant shall
have the right to assign this Lease without the consent of Landlord but with
prior notice to Landlord (or, in the event Tenant is prohibited from giving such
prior notice to Landlord pursuant to applicable law or as a condition to such
merger, consolidation, or share exchange, with notice to Landlord promptly
thereafter), to any corporation pursuant to a deemed assignment resulting from a
merger, consolidation, or share exchange in which Tenant is not the surviving
corporation so long as the corporation into which Tenant is merged or
consolidated or the corporation surviving such share exchange has a net worth
after such combination, at least equal to the net worth of Tenant prior to such
combination; provided, however, that as a condition to any such assignment of
this Lease without the consent of Landlord, the assignee properly executes and
delivers to Landlord a written assumption agreement for the benefit of Landlord,
in a form reasonably acceptable to Landlord, whereby such assignee legally binds
itself to pay the Minimum Rent and Additional Rent due under this Lease and to
observe and perform all of the other terms, conditions and provisions of this
Lease on the part of Tenant to be observed or performed. Tenant covenants that
it will not effect a merger, consolidation or share exchange in which Tenant is
not the surviving corporation, unless there shall be compliance with all of the
foregoing provisions of this paragraph and unless the written assumption
agreement referred to in this paragraph shall have been delivered to Landlord.

         As evidence and proof of the net worth of the proposed assignee as
provided in the preceding paragraph of this Section, Tenant shall provide
Landlord with recent certified financial statements of such assignee at least
fifteen (15) days prior to the effective date of such assignment (or, in the
event Tenant is prohibited from giving prior notice to Landlord pursuant to
applicable law or as a condition to such merger, consolidation, or share
exchange, then such financial statements shall be given to Landlord promptly
thereafter). Financial statements of such assignee must be certified (without
material qualification) by a national or regional firm of certified public
accountants as having been prepared in accordance with generally accepted
accounting principles and as presenting fairly the financial condition of such
assignee. Such audited financial statements shall be prepared as of a date not
more than fifteen (15) months prior to the date of delivery of the same to
Landlord; provided, however, that if such financial statements have been
prepared as of a date more than six (6) months prior to such date of delivery,
they shall be accompanied by unaudited financial statements of such assignee
prepared as of a date not more than sixty (60) days prior to such date of
delivery and certified by the chief financial officer (or comparable person) of
such assignee as having been prepared in accordance with generally accepted
accounting principles and as presenting fairly the financial condition of such
assignee.

         Landlord agrees that Landlord will not unreasonably withhold, delay or
condition the consent required of Landlord to any proposed assignment of this
Lease or sublease of the Premises (when such consent is required hereunder);
provided, however, in exercising such right of consent to an assignment or
subletting pursuant to this Section 13.01, Landlord shall be entitled to take
into

                                       22

<PAGE>

account any factor or factors relevant to such decision, including but not
necessarily limited to the financial strength of the proposed assignee or
sublessee, including the adequacy of its working capital, the experience of the
proposed assignee or sublessee with respect to the successful operation of its
business and the reputation of the proposed assignee or sublessee for ethical
business practices. As a condition to any such assignment of this Lease with the
consent of Landlord, the assignee shall properly execute and deliver to Landlord
a written assumption agreement for the benefit of Landlord, in a form reasonably
acceptable to Landlord, whereby such assignee legally binds itself to pay the
Minimum Rent and Additional Rent due under this Lease and to observe and perform
all of the other terms, conditions and provisions of this Lease on the part of
Tenant to be observed or performed. Neither Tenant nor any subsequent tenant
whose interest is assigned or divested shall be relieved of liability under this
Lease other than by an express release from liability executed in writing by
Landlord.

         In the event a dispute shall arise as to whether Landlord has
unreasonably withheld or denied its consent to any proposed assignment or
subletting pursuant to the preceding paragraph, such dispute shall be resolved
by arbitration as provided in Section 18.24 of this Lease. In no event shall
Landlord be liable for any damages to Tenant as a result of the withholding or
denial of any such consent, whether or not such withholding or denial by
Landlord is determined to be unreasonable and whether or not such withholding or
denial shall result in the loss of a prospective assignment or sublease, it
being agreed by the parties hereto that Tenant's sole recourse in the event of
an unreasonable withholding or denial is to obtain a determination through
arbitration that such withholding or denial is unreasonable.

         One-half (1/2) of any consideration, in excess of the sum of (i) the
Minimum Rent, Additional Rent and other charges and sums due and payable by
Lessee under this Lease, (ii) Tenant's actual marketing expenses and commissions
related to such assignment or sublease, and (iii) an amount equal to the costs
of any tenant improvements incurred by Tenant for such assignee or sublessee (in
the case of a sublease, amortized over the term of the sublease at twelve
percent (12%) per annum), paid to Tenant by any assignee of this Lease for its
assignment, or by any sublessee under or in connection with its sublease, or
otherwise paid to Tenant by another party for use and occupancy of the Premises
or any portion thereof, shall be promptly remitted by Tenant to Landlord as
additional rent hereunder.

         ARTICLE XIV. RIGHT TO CONTEST

         Section 14.01. Permitted Contests. Tenant, at its sole cost and
expense, may contest by appropriate legal proceedings conducted in good faith
and with due diligence (individually, a "Permitted Contest", any two or more,
collectively, "Permitted Contests") the amount, validity or application, in
whole or in part, of any Taxes or Charges referred to in Section 4.01 and
Section 4.02 hereof, any Regulations referred to in Section 7.01 hereof or any
Lien referred to in Section 7.03 hereof; provided, however, that (a) Tenant
shall give Landlord prior written notice of each such contest, (b) Tenant shall
first make all contested payments (under protest if it desires) unless such
proceeding shall suspend the collection thereof from Landlord and from Rent
under this Lease or from the Premises, (c) no part of the Premises or any
interest therein or the Rent under this Lease shall be subjected thereby to
sale, forfeiture, foreclosure or interference, (d) Landlord shall

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<PAGE>

not be exposed thereby to any civil or criminal liability for failure to comply
with any Regulations and the Premises shall not be subject to the imposition of
any Lien as a result of such failure, and (e) Tenant shall have furnished any
security required in such proceeding or under this Lease or reasonably requested
by Landlord to ensure payment of any Taxes, Charges, Lien or compliance with any
Regulations. Landlord agrees to cooperate with Tenant in any Permitted Contest
so long as the cost and expense of such cooperation is paid by Tenant. Tenant
agrees that it shall pay, and save Landlord harmless from and against, any and
all losses, judgments, decrees and costs (including all attorneys' fees and
expenses) in connection with any Permitted Contest and that, promptly after the
final determination of every Permitted Contest, Tenant shall fully pay and
discharge the amounts which shall be levied, assessed, charged or imposed or be
determined to be payable therein, together with all penalties, fines, interest,
costs and expenses resulting therefrom and shall promptly comply with any
Regulations under which compliance is required therein.

         ARTICLE XV. DEFAULT

         Section 15.01. Events of Default. The occurrence of any of the
following acts, events or conditions, notwithstanding the pendency of any
proceeding which has or might have the effect of preventing Tenant from
complying with the terms, conditions or covenants of this Lease, shall
constitute an "Event of Default" under this Lease:

                  (a)      The Minimum Rent, Additional Rent or any other sum of
         money payable under this Lease is not paid when due and such failure
         shall continue for ten (10) days after written notice of such failure
         of payment; provided, however, such notice and such grace period shall
         be required to be provided by Landlord and shall be accorded Tenant, if
         necessary, only two (2) times during any twelve (12) consecutive month
         period of the Term, and an Event of Default shall be deemed to have
         immediately occurred upon the third (3rd) failure by Tenant to make a
         timely payment as aforesaid within any twelve (12) consecutive month
         period of the Term, it being intended by the parties hereto that such
         notice and such grace period shall protect against infrequent
         unforeseen clerical errors beyond the control of Tenant, and shall not
         protect against Tenant's lack of diligence or planning in connection
         with its obligations to make timely payment of Minimum Rent, Additional
         Rent and other amounts due hereunder;

                  (b)      The failure or refusal of Tenant, at any time during
         the Term, to fulfill or perform any other covenant, agreement or
         obligation of Tenant hereunder if such failure or refusal shall
         continue without correction for a period of thirty (30) consecutive
         calendar days from and after notice thereof to Tenant, provided that if
         such covenant, agreement or obligation shall be of such nature that it
         can be fulfilled or performed and if Tenant in good faith commences to
         fulfill or perform same within said thirty (30) day period, but due to
         the nature of same it could not be reasonably fulfilled or performed
         within said thirty (30) day period exercising due diligence, an Event
         of Default shall not be deemed to have occurred if Tenant is then
         diligently pursuing the fulfillment or performance of the covenant,
         agreement or obligation and shall thereafter continuously and
         diligently proceed therewith until completion;

                                       24

<PAGE>

                  (c)      The initiation of any proceeding whereupon the estate
         or interest of Tenant in the Premises, or any portion thereof, or in
         this Lease is levied upon or attached if such proceeding is not
         vacated, discharged or bonded within thirty (30) days after the date of
         such levy or attachment;

                  (d)      The entry of any decree or order for relief by a
         court having jurisdiction in the Premises in respect of Tenant or any
         guarantor of Tenant's obligations ("Guarantor") in an involuntary case
         under the Federal bankruptcy laws, as now or hereafter constituted, or
         any other applicable Federal or state bankruptcy, insolvency or other
         similar law, or the appointment of a receiver, liquidator, assignee,
         custodian, trustee, sequestrator (or similar official) of Tenant or any
         Guarantor or for any substantial part of the assets of Tenant or any
         Guarantor, or the entry of any decree or order with respect to
         winding-up or liquidation of the affairs of Tenant or any Guarantor, if
         any such decree or order continues unstayed and in effect for a period
         of sixty (60) consecutive days;

                  (e)      The commencement by Tenant or any Guarantor of a
         voluntary case under the Federal bankruptcy laws, as now or hereafter
         constituted, or any other applicable Federal or state bankruptcy,
         insolvency or other similar law, or the consent by Tenant or any
         Guarantor to the appointment of or possession by a receiver,
         liquidator, assignee, trustee, custodian, sequestrator (or other
         similar official) of Tenant or any Guarantor or for any substantial
         part of the assets of Tenant or such Guarantor, or any assignment made
         by Tenant or any Guarantor for the benefit of creditors;

                  (f)      Any sale, assignment, mortgage, pledge, hypothecation
         or other transfer by Tenant of this Lease or any interest of Tenant
         hereunder or in the Premises or any sublease of the Premises without
         full compliance with any and all requirements therefor set forth in
         Section 13.01 of this Lease; or

                  (g)      The failure of Tenant to fulfill or perform Tenant's
         covenants, agreements and obligations set forth in Section 18.01 of
         this Lease.

         Section 15.02. Remedies. Upon the occurrence of an Event of Default,
Landlord shall have the option to do and perform any one or more of the
following in addition to, and not in limitation of, any other remedy or right
permitted it by law or in equity or by this Lease:

                  (a)      Landlord, with or without terminating this Lease, may
         perform, correct or repair any condition which shall constitute a
         failure on Tenant's part to keep, observe, perform, satisfy, or abide
         by any term, condition, covenant, agreement, or obligation of this
         Lease, and Landlord may reenter the Premises for such purposes, and
         Tenant shall fully reimburse and compensate Landlord on demand for all
         costs and expenses incurred by Landlord in such performance, correction
         or repair, including, without limitation, accrued interest as provided
         in the next sentence. All sums so expended to cure Tenant's default
         shall accrue Interest in accordance with Section 3.03 hereof.

                                       25

<PAGE>

                  (b)      Landlord, with or without terminating this Lease, may
         immediately or at any time thereafter demand in writing that Tenant
         vacate the Premises and thereupon Tenant shall vacate the Premises and
         remove therefrom all property thereon belonging to or placed on the
         Premises by, at the direction of, or with consent of Tenant within
         three (3) business days of receipt by Tenant of such notice from
         Landlord, whereupon Landlord shall have the right to reenter and take
         possession of the Premises. Any such demand, reentry and taking
         possession of the Premises by Landlord shall not of itself constitute
         an acceptance by Landlord of a surrender of this Lease or of the
         Premises by Tenant and shall not of itself constitute a termination of
         this Lease by Landlord.

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

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

                  (e)      Landlord may immediately or at any time thereafter
         terminate this Lease, and this Lease shall be deemed to have been
         terminated upon receipt by Tenant of written notice of such
         termination. Upon such termination, Landlord shall recover from Tenant
         all arrearages in Minimum Rent, costs, charges, Additional Rent,
         assessments, and reimbursements, the cost (including, without
         limitation, court costs and attorneys' fees) of recovering possession
         of the Premises, the cost of any alteration or redecoration of or
         repair to the Premises and Improvements which is necessary or proper to
         prepare the same for reletting and, in addition thereto, Landlord may
         declare to be due and payable immediately, the then present value
         (calculated with a discount factor of eight percent [8%] per annum) of
         the difference between (x) the entire amount of Minimum Rent,
         Additional Rent and

                                       26

<PAGE>

         other charges and assessments which in Landlord's reasonable
         determination would become due and payable during the remainder of the
         Term (in the absence of the termination of this Lease), and (y) the
         then fair market rental value of the Premises for the reminder of the
         Term. Upon the acceleration of such amounts, Tenant agrees to pay the
         same at once, in addition to all Minimum Rent, costs, charges,
         Additional Rent, assessments, and reimbursements theretofore due;
         provided, however, that such payment shall not constitute a penalty or
         forfeiture, but shall constitute liquidated damages for Tenant's
         failure to comply with the terms and provisions of this Lease (Landlord
         and Tenant agreeing that Landlord's actual damages in such event are
         impossible to ascertain and that the amount set forth above is a
         reasonable estimate thereof).

         Section 15.03. Reentry by Landlord. If Landlord reenters the Premises
or terminates this Lease pursuant to any of the provisions of this Lease, Tenant
hereby waives all claims for damages which may be caused by such reentry or
termination by Landlord. Tenant shall and does hereby agree to indemnify and
hold Landlord harmless from any loss, cost (including, without limitation, court
costs and attorneys' fees), or damages suffered by Landlord by reason of such
reentry or termination. No such reentry or termination shall be considered or
construed to be a forcible entry. No reentry or taking possession of the
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.

         Section 15.04. General. No course of dealing between Landlord and
Tenant or any failure or delay on the part of Landlord in exercising any rights
of Landlord under Section 15.02 hereof or under any other provisions of this
Lease shall operate as a waiver of any rights of Landlord hereunder, at law or
in equity or under any other provisions of this Lease, nor shall any waiver of
an Event of Default on one occasion operate as a waiver of any subsequent Event
of Default or of any other Event of Default. No express waiver shall affect any
condition, covenant, rule, or regulation other than the one specified in such
waiver and that one only for the time and in the manner specifically stated. The
exercise by Landlord of any one or more of the rights and remedies provided in
this Lease shall not prevent the subsequent exercise by Landlord of any one or
more of the other rights and remedies herein provided. All remedies provided for
in this Lease are cumulative and may, at the election of Landlord, be exercised
alternatively, successively, or in any other manner and are in addition to any
other rights provided for or allowed by law or in equity.

         Section 15.05. Subordination of Landlord's Lien . Upon request,
Landlord shall subordinate any lien or security interest that it may have in,
to, or upon any property of Tenant to any security interest of any bona fide
lender or any security interest to be granted to a prospective lender. Upon such
request, such subordination shall be evidenced by a written subordination
agreement in a commercially reasonable form by and between Landlord and any
lender of Tenant, which subordination agreement shall, in addition to evidencing
such subordination, permit any such lender, after any default or breach by
Tenant of the terms of such lender's loan, to enter upon the Premises and remove
any of Tenant's property, subject to such reasonable rules and regulations as
may be set forth in such subordination agreement.

                                       27

<PAGE>

         ARTICLE XVI. CONDEMNATION

         Section 16.01. Total Condemnation. If all or part of the 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 Premises by written notice to the other
within thirty (30) days after such date; provided, however, that a condition to
the exercise of such right to terminate shall be that the portion of the
Premises taken shall be of such extent and nature as substantially to handicap,
impede or impair Tenant's use of the balance of the Premises. If title to so
much of the Building is taken that a reasonable amount of reconstruction thereof
will not in Landlord's reasonable judgment 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.

         In the event a dispute shall arise as to whether Landlord was
reasonable in Landlord's judgment regarding the Building, after a reasonable
amount of reconstruction, being a practical improvement and reasonably suitable
for use for the purpose for which it was designed pursuant to the preceding
paragraph, such dispute shall be resolved by arbitration as provided in Section
18.24 of this Lease. In no event shall Landlord be liable for any damages to
Tenant as a result of such judgment of Landlord, whether or not such judgment of
Landlord is determined to be unreasonable, it being agreed by the parties hereto
that Tenant's sole recourse is to obtain a determination through arbitration
that such judgment is unreasonable.

         If this Lease is terminated under the provisions of this Section 16.01,
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 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 (and not with the proceeds of
the Improvement Allowance), or for loss of business, moving expenses or other
consequential damages, in accordance with Section 16.03 below.

         Section 16.02. Partial Condemnation. If there is a partial taking of
the Improvements and this Lease is not thereupon terminated under the provisions
of Section 16.01, 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 Improvements (other than those alterations, additions,
or improvements for which Landlord's consent was required under Section 8.02 and
was not obtained) as nearly as reasonably possible to their condition prior to
the partial condemnation; provided that in complying with its obligations
hereunder Landlord shall not be required to expend more than the net proceeds of
the condemnation award which are paid to Landlord; further provided, however,
that with respect to those alterations, additions or improvements under Section
8.02 which did not require Landlord's consent or for which Landlord's consent
was obtained, Landlord's obligation

                                       28

<PAGE>

shall be limited to the condemnation proceeds obtained by Tenant therefor and
made available to Landlord for such reconstruction.

         Section 16.03. Awards. All compensation awarded or paid to Landlord
upon a total or partial taking of the Premises or the Improvements shall belong
to and be the property of Landlord (subject to the obligations of Landlord under
Section 16.02) 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 (and not with the proceeds of the Improvement
Allowance), provided, however, that no such claim shall diminish or adversely
affect Landlord's award. In no event shall Tenant have or assert a claim for the
value of any unexpired term of this Lease. Subject to the foregoing provisions
of this Section 16.03, Tenant hereby assigns to 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.

         Section 16.04. General. Notwithstanding anything to the contrary
contained in this Article XVI, if, during the Term, the use or occupancy of any
part of the Improvements or the 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 and Tenant shall continue
to pay in full all Rent payable hereunder by Tenant during the Term. In the
event of any such temporary appropriation or taking, Tenant shall be entitled to
receive that portion of any award which represents compensation for the loss of
use or occupancy of the Premises during the Term, and Landlord shall be entitled
to receive that portion of any award which represents the cost of restoration
and compensation for the loss of use or occupancy of the Premises after the end
of the Term.

         ARTICLE XVII. BROKERAGE PROVISIONS

         Section 17.01. Brokers. Landlord and Tenant represent and warrant that
no broker, commission agent, real estate agent or salesman has participated in
the negotiation of this Lease, its procurement or in the procurement of Landlord
or Tenant except Carter & Associates, L.L.C. ("Broker"), whose fees and
commissions shall be paid by Landlord pursuant to a separate agreement between
Landlord and Broker. No other person, firm, corporation or other entity is or
shall be entitled to the payment of any fee, commission, compensation or other
form of remuneration in connection herewith in any manner. Landlord shall and
does hereby indemnify and agree to hold Tenant harmless from and against any
claims, demands, actions and judgments of any and all brokers, agents and other
intermediaries alleging a commission, fee or other payment to be owing by reason
of Landlord's dealings, negotiations or communications in connection with this
Lease or the demise of the Premises. Likewise, Tenant shall and does hereby
indemnify and agree to hold Landlord harmless from and against any claims,
demands, actions and judgments of any and all brokers, agents and other
intermediaries (other than Broker) alleging a commission, fee or other payment
to be owing by reason of Tenant's dealings, negotiations or communications in
connection with this Lease or the demise of the Premises. The terms of this
Section 17.01 shall survive any termination of this Lease.

                                       29

<PAGE>

         ARTICLE XVIII. MISCELLANEOUS

         Section 18.01. Warrants. On or before the ninetieth (90th) day after
the Effective Date of this Lease, if this Lease has not been terminated by
Landlord or Tenant under Section 18.25 hereof, Tenant shall issue to Landlord or
Landlord's designee a warrant (the "Warrant"), exercisable in whole or in part
from time to time after the date of issuance, and on or before the date which is
five (5) years after the issuance date of the Warrant, to purchase 50,000 shares
of Tenant's Series D Convertible Preferred Stock at an exercise price of $3.94
per share, and otherwise with such rights, preferences and other terms, as shall
be the same in all material respects to the price per share and the rights,
preferences and other terms on which shares of the Series D Convertible
Preferred Stock of the Tenant were issued in connection with financing and
equity funding in February 2002, except that the Warrant shall not provide for
the issuance of any additional warrants to purchase additional stock,
notwithstanding that the rights, preferences and other terms of such February
2002 issuance may have included rights or preferences to additional warrants.

         The terms of the Warrant which are not specifically prescribed herein
shall be substantially similar, as may be applicable, to the terms of Tenant's
currently outstanding warrants to purchase shares of Series D Convertible
Preferred Stock. The Warrant and certificates for shares of the Series D
Convertible Preferred Stock purchased pursuant to exercise of the Warrant shall
bear a restrictive legend to the effect that such securities have not been
registered under the Securities Act of 1933 as amended (the "Securities Act"),
or any state securities laws, unless the shares are so registered, and may not
be transferred other than pursuant to such registration or an exemption
therefrom; provided, the provisions of Rule 144 under the Securities Act likely
will not be available for any such transfers. Upon the issuance of the Warrant,
Landlord shall pay to Tenant the sum of $500.00 as consideration therefor.

         Notwithstanding anything to the contrary stated herein, there shall be
registration rights associated with any securities to be received upon
conversion of any Series D Convertible Preferred Stock upon the exercise or
deemed exercise of the Warrant and exercise or deemed exercise of the conversion
of the Series D Convertible Preferred Stock into shares of Common Stock of the
Tenant.

         All per share amounts set forth herein shall be proportionately
adjusted to reflect any stock splits, stock dividends or other similar changes
affecting Tenant's Series D Convertible Preferred Stock prior to the issuance of
the Warrant.

         Section 18.02. No Waiver. Failure of Landlord or Tenant to insist upon
the strict performance by the other party of any term, condition or covenant on
such other party's part to be performed pursuant to the terms of this Lease or
to exercise any option, right, power, or remedy contained in this Lease shall
not be or be deemed to be a waiver of such performance or relinquishment of such
right now or at any time subsequent hereto. The receipt by Landlord of any
Minimum Rent or Additional Rent required to be paid by Tenant hereunder with
knowledge of any Event of Default by Tenant shall not be or be deemed to be a
waiver of such Event of Default. No

                                       30

<PAGE>

waiver by Landlord or Tenant of any provision of this Lease shall be or be
deemed to have been made unless expressed in writing and signed by Landlord or
Tenant, as the case may be.

         Section 18.03. Waiver of Redemption. Tenant hereby waives and
surrenders any right or privilege under any present or future constitution,
statute or law to redeem the Premises or to continue this Lease after the
termination of this Lease for any reason, and the benefits of any present or
future constitution, statute or rule of law which exempts property from
liability for debt or for distress for rent.

         Section 18.04. Estoppel Certificates. Upon written request of Landlord,
Tenant shall from time to time execute, acknowledge and deliver to Landlord and
to any mortgagee of or prospective purchaser from Landlord, a written
certificate certifying (a) that this Lease is unmodified and in full force and
effect (or if there have been modifications, that this Lease is in full force
and effect as modified, and stating the modifications), (b) the dates to which
Minimum Rent and Additional Rent payable by Tenant hereunder have been paid, and
(c) that no written notice has been received by Tenant of any default or Event
of Default by Tenant hereunder which has not been cured, except as to any
default or Event of Default specified in said certificate.

         Upon written request of Tenant, Landlord shall from time to time
execute, acknowledge and deliver to Tenant a written certificate certifying (a)
that this Lease is unmodified and in full force and effect (or if there have
been modifications, that this Lease is in full force and effect as modified, and
stating the modifications), (b) the dates to which Minimum Rent and Additional
Rent payable by Tenant hereunder have been paid, and (c) whether or not, to the
knowledge of Landlord, a default or Event of Default by Tenant has occurred
under this Lease which has not been cured (and if so, specifying the same).

         Section 18.05. No Merger of Title. No merger of the leasehold estate
created by this Lease with the fee estate of Landlord shall occur
notwithstanding the fact that the same person may own or hold both the leasehold
estate created by this Lease or any interest therein and the fee estate in the
Premises or any interest therein. No such merger shall occur unless and until
all persons or entities (including any mortgagee with respect to the fee estate
of Landlord) having any interest in the leasehold estate created by this Lease
or the fee estate in the Premises shall join in a written instrument effecting
such merger and shall duly record the same.

         Section 18.06. Quiet Enjoyment. If and so long as Tenant shall pay,
when due, the Minimum Rent and Additional Rent reserved or payable under this
Lease and shall observe all terms, conditions and covenants and other
obligations required to be observed by Tenant under this Lease, Landlord and
anyone claiming by, through or under Landlord shall not interfere with the
peaceful and quiet occupation and enjoyment of the Premises by Tenant, which
occupation and enjoyment shall be without hindrance or ejectment by Landlord or
anyone claiming by, through or under Landlord; provided, however, that this
Section 18.06 shall not abrogate or diminish, in any way, the approval and
inspection rights granted Landlord under this Lease.

         Section 18.07. Transfer by Landlord. In the event Landlord shall
transfer or assign or otherwise dispose of its interest in the Premises or in
this Lease, Landlord shall thereupon be

                                       31

<PAGE>

released and discharged from any and all liabilities and obligations under this
Lease (except those accruing prior to such transfer, assignment or other
disposition) and such liabilities and obligations thereafter accruing shall be
binding upon the assignee of Landlord's interest under this Lease.

         Section 18.08. 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
solely to the equity of Landlord in and to the Premises for satisfaction of
Tenant's remedies, if any. 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 Premises. 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.

         Section 18.09. Mortgaging the Fee. Any provision, term or condition of
this Lease which is or which may appear to be to the contrary notwithstanding,
Landlord shall, at all times and from time to time after the date of this Lease,
have the express right, power and privilege of pledging, conveying, assigning or
mortgaging Landlord's fee simple title in and to the Premises and/or Landlord's
reversionary right to the Improvements, for the purpose of obtaining financing,
credit, or as security for any financing or extension of credit. Landlord
represents and warrants to Tenant that no deeds to secure debt, mortgages or
deeds of trust encumber Landlord's title to the Premises as of the date hereof.
Tenant hereby agrees that upon request from Landlord, or from the holder or
proposed holder of any mortgage, pledge, deed to secure debt or deed of trust
which hereafter encumbers or will encumber Landlord's interest in the Premises,
Tenant shall execute a subordination, non-disturbance and attornment agreement
in a commercially reasonable form subordinating this Lease to the interest of
such holder and its heirs, successors and assigns. The holder or proposed holder
of any such mortgage, pledge, deed to secure debt or deed of trust shall agree
in such subordination, non-disturbance and attornment agreement that, so long as
Tenant complies with all of the terms and conditions of this Lease and is not in
default hereunder beyond the period for cure of such default as provided herein,
such holder or any person or entity acquiring the interest of Landlord under
this lease as a result of the enforcement of such mortgage, pledge, deed to
secure debt or deed of trust shall not take any action to disturb Tenant's
possession of the Premises during the remainder of the Term and shall recognize
all of Tenant's rights under this Lease despite any foreclosure or other action
by such holder. Alternatively, the person or entity accepting such pledge,
conveyance, assignment or mortgage as security may elect to take subject to the
rights of Tenant and its successors and permitted assigns under this Lease. In
any event, Tenant, in the event of any foreclosure or deed in lieu of
foreclosure or other final conveyance and transfer of Landlord's interest as
aforesaid, shall recognize and attorn to the grantee thereof as "landlord" under
this Lease. Likewise, and to similar effect, Landlord, at all times and from
time to time after the date of this Lease, shall have the express right, power
and privilege of assigning Landlord's interest in this Lease or in the Minimum
Rent and Additional Rent to be paid hereunder.

         Section 18.10. Separability. Each and every covenant and agreement
contained in this Lease shall be for any and all purposes hereof construed as
separate and independent, and the breach of any covenant by Landlord shall not
discharge or relieve Tenant from its obligation to perform each and every
covenant and agreement to be performed by Tenant under this Lease. All

                                       32

<PAGE>

rights, powers and remedies provided herein may be exercised only to the extent
that the exercise thereof does not violate applicable law and shall be limited
to the extent necessary to render this Lease valid and enforceable. If any term,
provision or covenant of this Lease or the application thereof to any person or
circumstance shall be held to be invalid, illegal or unenforceable, by a court
of last resort having jurisdiction, the validity of the remainder of this Lease
shall not be affected, this Lease shall not terminate, and there shall be
substituted for such illegal, invalid or unenforceable provision a like
provision which is legal, valid and enforceable within the limits established by
such court's final opinion and which most nearly accomplishes and reflects the
original intention of the parties.

         Section 18.11. Notices, Demands and Other Instruments. All notices,
demands, requests, consents, and approvals desired, necessary, required or
permitted to be given pursuant to the terms of this Lease shall be in writing
and shall be deemed to have been properly given if personally delivered
(including delivery by courier or by Federal Express or similar overnight
delivery service) or sent, postage prepaid, by first class registered or
certified United States mail, return receipt requested, addressed to each party
hereto at the following address:

                  Landlord:                     Cousins Properties Incorporated
                                                2500 Windy Ridge Parkway
                                                Suite 1600
                                                Atlanta, Georgia 30339-5683
                                                Attention: Corporate Secretary

                  Tenant:

         Prior to the Rent Commencement Date:   Inhibitex, Inc.
                                                1165 Sanctuary Parkway
                                                Suite 400
                                                Alpharetta, Georgia 30004
                                                Attention: Mr. Russell H. Plumb
                                                  Chief Financial Officer

         After the Rent Commencement Date:      Inhibitex, Inc.
                                                11400 Westside Parkway
                                                Alpharetta, Georgia 30004
                                                Attention: Mr. Russell H. Plumb
                                                  Chief Financial Officer

or at such other address in the United States as Landlord or Tenant may from
time to time designate by like notice. Additionally, Tenant agrees to send
copies of all notices required or permitted to be given to Landlord to each
lessor under any underlying lease and each holder of a mortgage, deed to secure
debt, deed of trust or similar financing instrument encumbering Landlord's
interest in the Premises that notifies Tenant in writing of its interest and the
address to which notices are to be sent. Any such notice, demand, request or
other communication shall be considered given or delivered, as the case may be,
on the date of personal delivery or on the date three (3) business days after
deposit in the United States mail as provided above. Rejection or other refusal
to accept or

                                       33

<PAGE>

inability to deliver because of changed address of which no notice was given
shall be deemed to be receipt of the notice, demand, request or other
communication.

         Section 18.12. Successors and Assigns. Each and every covenant, term,
condition and obligation contained in this Lease shall apply to and be binding
upon and inure to the benefit or detriment of the respective legal
representatives, heirs, successors and permitted assigns of Landlord and Tenant.
Whenever reference to the parties hereto is made in this Lease, such reference
shall be deemed to include the legal representatives, successors, heirs and
permitted assigns of said party the same as if in each case expressed. The term
"person" when used in this Lease shall mean any individual, corporation,
partnership, firm, trust, joint venture, business association, syndicate,
government or governmental organization or any other entity.

         Section 18.13. Headings. The headings to the various Articles and
Sections of this Lease have been inserted for purposes of reference only and
shall not limit or define or otherwise affect the express terms and provisions
of this Lease.

         Section 18.14. Counterparts. This Lease may be executed in any number
of counterparts, each of which shall be an original, but all of which shall
constitute one instrument.

         Section 18.15. Applicable Law. This Lease shall be construed under and
enforced in accordance with the laws of the State of Georgia.

         Section 18.16. Entire Agreement; Amendments. This Lease sets forth the
entire understanding and agreement of Landlord and Tenant with respect to the
Premises; all courses of dealing, usage of trade and all prior representations,
promises, understandings and agreements, whether oral or written, are superseded
by and merged into this Lease. No modification or amendment of this Lease shall
be binding upon Landlord and Tenant, or either, unless in writing and fully
executed.

         Section 18.17. All Genders and Numbers Included. Whenever the singular
or plural number, or masculine, feminine, or neuter gender is used in this
Lease, it shall equally apply to, extend to, and include the other.

         Section 18.18. Relationship of the Parties. Nothing contained herein
shall be deemed or construed by the parties hereto, or any third party, as
creating the relationship of principal and agent or a partnership or joint
venture between the parties hereto, it being understood and agreed that neither
the method of computation of rent nor any other provision contained herein, nor
any acts of the parties hereto, shall be deemed to create any relationship
between the parties hereto other than the relationship of landlord and tenant.

         Section 18.19. Time is of Essence. Time is of the essence of this
Lease. Whenever a day certain is provided for the payment of any sum of money or
the performance of any act or thing, the same enters into and becomes a part of
the consideration for this Lease.

                                       34

<PAGE>

         Section 18.20. Short Form of Lease. Landlord and Tenant hereby agree
that this Lease shall not be recorded in the public records of Fulton County,
Georgia. Landlord and Tenant shall, contemporaneously with the execution of this
Lease, execute a Short Form of Lease, wherein a legal description of the
Premises, the Term and certain other terms and provisions hereof, excepting,
however, the provisions hereof relating to the amount of Rent payable hereunder,
shall be set forth. The Short Form of Lease shall be filed for record with the
Clerk of the Superior Court of Fulton County, Georgia. Any and all recording
costs and taxes, if any, required in connection with the recording of the Short
Form of Lease shall be at the sole cost and expense of Tenant.

         Section 18.21. Approval and Inspection Rights. Tenant expressly
acknowledges and agrees that Landlord has the right, but not the duty, during
normal business hours (i.e., 8:00 a.m. to 5:00 p.m., Monday through Friday
(except holidays)) and from time to time, upon reasonable prior notice, to enter
upon the Premises and any portion thereof to determine to Landlord's
satisfaction whether the terms, covenants and conditions of this Lease,
including Tenant's performance obligations, are being kept and observed;
provided that (i) at Tenant's option, a representative of Tenant shall be
entitled to accompany Landlord during such entry, (ii) in the event such entry
is necessary as a result of an emergency, Landlord may so enter the Premises
during non-business hours to the extent necessary and with only such notice to
Tenant as is reasonable under the circumstance, (iii) Landlord shall maintain
any information or matters observed with respect to Tenant's business (including
research activities) in strict confidence, and (iv) Landlord shall use
reasonable efforts and act in good faith to minimize any interfere with Tenant's
business or Tenant's use and occupancy of the Premises arising from such entry
and any related inspections. Tenant acknowledges that Landlord's approval or
disapproval, based upon examination of the Premises or upon information and
materials required to be submitted by Tenant to Landlord, may be required from
time to time during the Term and that Tenant is not free under the terms of this
Lease to proceed with some activities and undertakings until such approval or
disapproval of Landlord is made known to Tenant. Tenant agrees that other than
as provided herein to the contrary, any failure of Landlord to approve or
disapprove any thing or undertaking where Landlord's approval or disapproval is
required shall not be a waiver or abatement of Landlord's right to give or
withhold such approval as to the specific thing or undertaking involved, nor as
to any future or other instance where Landlord has such right. Tenant agrees
that any failure of Landlord to exercise any right of inspection shall not be or
be deemed to be a waiver of the right of inspection, which is and shall be
continuing, nor shall Landlord ever be accountable or liable to Tenant or to any
other person for exercising or not exercising its right of inspection. Further,
Tenant agrees that in connection with review or inspection (or the lack of
inspection, as the case may be) and approval or disapproval (express or implied,
as the case may be) by Landlord, Landlord, its agents and representatives, shall
not be responsible or liable to Tenant or to any other person by reason of error
or mistake in judgment, negligence, or nonfeasance arising from or out of or in
any manner connected with such inspection, lack of inspection, review, approval
or disapproval. The release from liability set forth in the preceding sentence
shall not apply to claims for damages arising out of bodily injury to persons or
damage to property caused by or resulting from the negligence or willful
misconduct of Landlord, its agents or employees, unless such claims are covered
by the insurance required to be maintained by Tenant under this Lease.

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<PAGE>

         Section 18.22. Holding Over, No Extension, Month-to-Month Tenancy and
Holdover Rent. In the event Tenant shall hold the Premises after the expiration
of the Term, without the express written consent of Landlord, such holding shall
be deemed to have created a tenancy from month to month which shall be
terminable upon thirty (30) days' written notice by either party to the other,
and which shall be on a monthly rental basis and otherwise subject to all terms
and provisions of this Lease, except as contemplated to the contrary in this
Section 18.22. Such monthly rental shall be one-twelfth (1/12) of the Minimum
Rent payable by Tenant to Landlord during the last twelve (12) month period of
the Term, plus any Additional Rent payable under this Lease for the period of
such holding over; provided, however, that in the event such holding over
continues beyond the date six (6) months after the expiration of the Term, such
monthly rental shall be equal to the sum of (i) the product of 1.25 multiplied
by one-twelfth (1/12) of the Minimum Rent payable by Tenant to Landlord during
the last twelve (12) month period of the Term, plus (ii) any Additional Rent
payable under this Lease for the period of such holding over.

         If Tenant fails to surrender the Premises upon the termination of this
Lease, then Tenant shall, in addition to any other liabilities to Landlord
accruing therefrom, indemnify and hold Landlord harmless from any losses or
damages suffered by Landlord in connection with, or any claims made by, any
succeeding tenant arising out of such failure, so long as Landlord gives written
notice to Tenant that Landlord and such succeeding tenant have entered into a
lease or other agreement for such tenant's use and occupancy of the Premises.

         Section 18.23. Corporate Authority. Tenant and Landlord shall each
provide contemporaneously with the execution of this Lease evidence of its
authority to enter into this Lease, including, but not limited to, copies of its
bylaws and Certificate of Incorporation together with corporate resolutions duly
passed by the board of directors of Tenant and Landlord authorizing the
execution hereof and the performance of all of the terms herein provided to be
performed. In addition, Tenant shall provide Landlord copies of certificates of
corporate authority and existence from the State of Georgia evidencing Tenant's
right to do business in Georgia.

         Section 18.24. Arbitration. Under circumstances for which arbitration
is specifically provided for under the terms of Section 13.01 or Section 16.01
of this Lease, the party desiring arbitration shall give notice to that effect
to the other party and shall in such notice appoint a person as arbitrator on
its behalf. Within ten (10) business days after its receipt of such notice, the
other party by notice to the original party shall appoint a second person as
arbitrator on its behalf. The arbitrators thus appointed shall appoint a third
person, and the three arbitrators shall, as promptly as reasonably possible (but
in no event later than thirty [30] days after their appointment) determine the
matter in dispute, provided, however, that: (i) if the second arbitrator shall
not have been appointed within the ten (10) business day period, as aforesaid,
the first arbitrator shall proceed to determine the matter in dispute and shall
render his or her decision and award in writing within thirty (30) days after
the expiration of said ten (10) business day period; and (ii) if the two
arbitrators appointed by the parties shall be unable to agree, within ten (10)
business days after the appointment of the second arbitrator, upon the
appointment of a third arbitrator, they shall give written notice to the parties
of such failure to agree, and if the parties fail to agree upon the selection of
the third arbitrator within ten (10) business days after receipt of the notice
of such failure from the two appointed arbitrators, then within ten (10)
business days thereafter either of the parties,

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<PAGE>

upon notice to the other party, may request such appointment by the American
Arbitration Association (or any successor organization) or in its absence,
refusal, failure or inability to act, may apply to the Chief Judge of the Fulton
Superior Court for a Court appointment of such arbitrator. Each arbitrator shall
be a qualified and impartial person who shall have had at least five (5) years
experience in a professional capacity in the metropolitan Atlanta, Georgia area
in a calling directly connected with the matter in dispute. The arbitration
shall be conducted, to the extent consistent with this Section, in accordance
with the then prevailing rules of the American Arbitration Association (or any
successor organization). The arbitrators, if more than one, shall render their
decision and award in writing, upon the concurrence of at least two of their
number, within thirty (30) days after the appointment of the third arbitrator.
Such decision and award (or the decision and award of the single arbitrator as
provided above) shall be final, conclusive and binding on the parties, and
counterpart copies thereof shall be delivered to each of the parties. In
rendering such decision and award, (i) the arbitrator(s) shall have the right to
award the costs of such arbitration, including reasonable attorney's fees, to
either party, and (ii) the arbitrator(s) shall not add to, subtract from or
otherwise modify the provisions of this Lease. Judgment may be had on the
decision and award of the arbitrator(s) so rendered in any court of competent
jurisdiction.

         Section 18.25. Termination Option. Landlord and Tenant have agreed upon
a schedule to reach the governmental permit stage on or before the ninetieth
(90th) day after the Effective Date of this Lease. In order to meet this
schedule, certain design and development costs have been and will be incurred by
Landlord from January 31, 2003, to the ninetieth (90th) day after the Effective
Date of this Lease. Tenant, in its sole discretion, shall have the right to
terminate this Lease by giving written notice thereof to Landlord on or before
the ninetieth (90th) day after the Effective Date of this Lease. In the event
that, on or before the ninetieth (90th) day after the Effective Date of this
Lease, Tenant shall not have provided to Landlord evidence, reasonably
satisfactory to Landlord, of Tenant's ability to finance up to $2,500,000.00 of
the cost of the Layout Work and Tenant's Work in excess of the Improvement
Allowance (as defined in Exhibit "D" attached hereto), Landlord shall have the
right to terminate this Lease by giving written notice thereof to Tenant on or
before the ninetieth (90th) day after the Effective Date of this Lease.
Satisfactory evidence of Tenant's ability to finance such portion of said costs
may be in the form of letters of credit, certificates of deposit or a binding
financing commitment from a third party (including a state or local governmental
agency, such as the Development Authority of Fulton County, Georgia) reasonably
satisfactory to Landlord. Upon termination by either Landlord or Tenant as
hereinabove set forth, Tenant shall reimburse Landlord for all actual
third-party, out-of-pocket design and development expenses (excluding, without
limitation, any development fee or other fees to Landlord or any affiliate of
Landlord) in excess of $50,000, paid and/or incurred by Landlord prior to
Landlord's receipt of notice of termination from Tenant or prior to Landlord's
giving of notice of termination to Tenant, as the case may be. Notwithstanding
the foregoing, Landlord agrees not to incur total design and development
expenses in excess of $375,000 prior to the ninetieth (90th) day after the
Effective Date of this Lease, without the written consent of Tenant. In the
event that Landlord or Tenant exercises its termination right and Tenant
reimburses Landlord as contemplated above, and within six months thereafter
Landlord mitigates any portion of the design and development expenses that were
reimbursed by Tenant, Landlord agrees to refund such amount to Tenant.

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<PAGE>

         Section 18.26. Landlord's Default . In the event Landlord shall default
in the performance of any covenant or agreement of Landlord contained in this
Lease and shall not cure such default within thirty (30) days after written
notice from Tenant to Landlord of such default or, if such default cannot
reasonably be cured within such thirty (30) day period, Landlord shall fail to
commence the cure of such default within said thirty (30) day period or
thereafter to pursue such cure to completion with all due diligence, or, in the
event of an emergency arising out of such default or in the event such default
materially and adversely affects Tenant's use and occupancy of all or any
portion of the Premises, if Landlord does not commence such cure promptly upon
written notice from Tenant and thereafter pursue such cure to completion with
all due diligence, then Tenant may at its option, and without limitation of any
rights or remedies that Tenant may have at law or in equity: (i) do or cause to
be done, on behalf of and for the account of Landlord, whatever Landlord is
obligated to do under the terms of this Lease, and Landlord agrees to reimburse
Tenant on demand for any and all costs and expenses, including without
limitation, reasonable attorneys' fees, which Tenant may incur in thus effecting
compliance with Landlord's obligations under this Lease, which reimbursement
shall be made within thirty (30) days after written demand, and to the extent
such reimbursement is not so made within such thirty-day period, Tenant may
setoff against Rent; (ii) enforce collection of its damages and/or obtain
specific performance, injunctive or other equitable relief; and (iii) if any
such uncured default cannot be cured by Tenant with reasonable efforts pursuant
to (i) above, or if the cost to effect such cure would exceed the then remaining
Rent due to Landlord under this Lease for the balance of the then current Term,
then Tenant may terminate this Lease by notice to Landlord, in which event
Tenant shall promptly vacate the Premises and shall thereafter be released from
all liabilities and obligations accruing from and after the date of such
termination, except as otherwise expressly provided in this Lease.

         IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease, have
affixed their seals hereunto and have delivered same, in duplicate originals, at
Atlanta, Georgia, as of the day, month and year first above written.

                                    "LANDLORD":

                                    COUSINS PROPERTIES INCORPORATED,
                                    a Georgia corporation

                                    By:        /s/ John S. McColl
                                        ----------------------------------------
                                        John S. McColl
                                        Senior Vice President

                                               (CORPORATE SEAL)

                       [SIGNATURES CONTINUED ON NEXT PAGE]

                                       38

<PAGE>

                   [SIGNATURES CONTINUED FROM PRECEDING PAGE]

                                    "TENANT":

                                    INHIBITEX, INC.

                                    By:        /s/ William D. Johnston
                                        ----------------------------------------
                                    Its:       President and CEO

                                    Attest:    /s/ Russell H. Plumb
                                    Its:       Chief Financial Officer

                                               (CORPORATE SEAL)

                                       39