EXHIBIT 10.1
                                 LEASE AGREEMENT


                                 by and between


                              3280 PEACHTREE I LLC
                                  ("Landlord")


                                       and


                              XPEDITE SYSTEMS, LLC,
                         D/B/A PREMIERE GLOBAL SERVICES
                                   ("Tenant")


                                      dated

                                October 28, 2005


                                       for


                                Suite Number 1000

                            containing approximately

                    23,529 square feet of Rentable Floor Area



                          Term: Eighty-four (84) months


                         Terminus at 3280 Peachtree Road




<PAGE>

                                TABLE OF CONTENTS


                                 LEASE AGREEMENT

         THIS LEASE AGREEMENT (the "Lease"),  is made and entered into this 28th
day of October, 2005, by and between Landlord and Tenant.

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

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

            (a) Landlord: 3280 PEACHTREE I LLC

            (b) Landlord's Address:

                Prior to Rental Commencement Date:

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

                After Rental Commencement Date:

                Cousins Properties Incorporated
                3280 Peachtree Road
                Suite 300
                Atlanta, Georgia 30327
                Attn: Corporate Secretary

            (c) Tenant: XPEDITE SYSTEMS, LLC, D/B/A PREMIERE GLOBAL SERVICES

            (d) Tenant's Address:

                Prior to Rental Commencement Date:

                3399 Peachtree Road, NE
                Suite 700
                Atlanta, Georgia  30326
                Attn:    Vice President,
                         Corporate Real Estate

                                      -1-
<PAGE>

                After Rental Commencement Date:

                3280 Peachtree Road
                Suite 1000
                Atlanta, Georgia 30327
                Attn:    Vice President,
                         Corporate Real Estate

            (e) Building Address:

                3280 Peachtree Road
                Atlanta, Georgia 30327

            (f) Suite Number: 1000

            (g) Rentable Floor Area of Demised Premises:

                23,529 square feet of Rentable Floor Area on the 10th
                floor of the Building.

            (h) Rentable Floor Area of Building:

                582,049 square feet.

            (i) Lease Term: Eighty-four (84) months.

            (j) BASE RENTAL RATE:  $21.00 per square foot of Rentable Floor Area
      of  Demised  Premises  per year,  subject to  adjustments  as set forth in
      Article 7 below.

            (k) BOMA STANDARD:  Means the American  National Standard Method for
      Measuring Floor Area in Office Buildings,  ANSI/BOMA  Z65.1-1996 published
      by the Building Owners and Managers Association International.  As a point
      of clarification, the floor area within the elevator lobby on any floor of
      the Building  fully leased by Tenant shall be included in the  calculation
      of Usable Area on such floor, and the BOMA Standard shall be so construed.

            (l) BUCKHEAD AREA: Is the office  sub-market known as the "Buckhead"
      sub-market,  as shown in the most  current  published  edition of "Dorey's
      Office Guide" or, if such periodical is no longer regularly published,  in
      such other reputable  publication  that surveys and categorizes the market
      for commercial office buildings in the Atlanta, Georgia metropolitan area,
      as such other  publication is agreed upon by Landlord and Tenant, in their
      respective reasonable judgment.

                                      -2-
<PAGE>


            (m)  BUSINESS  DAY:  Means  each day  from  Monday  through  Friday,
      exclusive  of  Holidays.  Wherever the term "day" or "days" is used herein
      (as distinguished from "Business Day" or "Business Days"), such term shall
      mean and refer to calendar days.

            (n)  DELIVERY  DATE:  Means the date the  Building is  substantially
      complete and a certificate  of occupancy,  temporary or otherwise,  or its
      equivalent,   is  issued  for  the  Building  and  the  Building   Parking
      Facilities. Landlord currently anticipates the Delivery Date to be July 1,
      2007.

            (o) DEMISED PREMISES DELIVERY DATE: Is defined in the Work Agreement
      attached as EXHIBIT "D".

            (p) RENTAL  COMMENCEMENT  DATE:  Subject to Section 7(c) below,  the
      earlier of (x) August 1, 2007, or (y) the date upon which Tenant  occupies
      the Demised Premises for the purpose of conducting  business therein,  but
      in no event prior to the Delivery  Date.  Landlord  covenants  that Tenant
      shall have reasonable  access to the Building freight  elevators and other
      such Building  support  services for the purpose of  completing  necessary
      work in the Demised Premises, after the Demised Premises Delivery Date, so
      that Tenant can complete Tenant's own work in the Demised Premises.

            (q) RENT DEPOSIT: $60,783.25 (Article 5[c])

            (r) CONSTRUCTION ALLOWANCE: $45.00 per square foot of Rentable Floor
      Area in the Demised Premises. (see EXHIBIT "D")

            (s) SECURITY DEPOSIT: None

            (t)  BROKER(S):   CUSHMAN  &  WAKEFIELD  OF  GEORGIA,  INC.  ("CW"),
      representing   Tenant,  and  COUSINS  PROPERTIES   INCORPORATED   ("CPI"),
      representing Landlord.

            (u) PROJECT ARCHITECT: HKS, Inc.

            (v) AFFILIATE:  Any person which  directly or indirectly  controls a
      party  hereto or which is directly or  indirectly  controlled  by or under
      common  control with a party  hereto,  including  any parent,  subsidiary,
      subsidiary  of a party hereto  parent,  affiliate of a party hereto or any
      limited liability company, partnership, trust, corporation or other entity
      controlled  by  a  party  hereto,  or  any  limited   liability   company,
      partnership,  trust, corporation or other entity into which a party hereto
      may be  converted  or with which a party  hereto may merge or into which a
      party hereto or its assets may be  consolidated  (the term  "control"  for
      these purposes shall mean the ability through  agreement of the parties in
      interest of the ownership of shares,  membership  interests or partnership
      interests,  as the case may be, to elect a majority of the  directors of a
      corporation  or  to  make  management   decisions  on  behalf  of,  or  to
      independently  select the managing  partner or member of, a partnership or
      limited liability company).

                                      -3-
<PAGE>

         2. LEASE OF PREMISES.  Landlord,  in consideration of the covenants and
agreements  to be  performed  by  Tenant,  and upon  the  terms  and  conditions
hereinafter  stated,  does  hereby rent and lease unto  Tenant,  and Tenant does
hereby rent and lease from Landlord,  certain premises (the "Demised  Premises")
in the building (hereinafter referred to as "Building"), a rendering of which is
shown on EXHIBIT "I", attached hereto and by this reference incorporated herein,
located on that certain tract of land (the "Land") more  particularly  described
on EXHIBIT "A" attached  hereto and by this reference made a part hereof,  which
Land  will  generally  be  developed  as shown on site plan  attached  hereto as
EXHIBIT "J", attached hereto and by this reference  incorporated  herein,  which
Demised  Premises are outlined in red or crosshatched on the floor plan attached
hereto as EXHIBIT "B" and by this reference made a part hereof, with no easement
for  light,  view or air  included  in the  Demised  Premises  or being  granted
hereunder.  The "Project" is comprised of the Building, the Land, the Building's
parking facilities,  any walkways,  covered walkways,  tunnels or other means of
access to the Building and the Building's parking facilities,  all common areas,
including any lobbies or plazas,  and any other  improvements  or landscaping on
the Land.  Landlord reserves the right to adjust the common  boundaries  between
the Land and the real property  adjacent to the Land from time to time, and upon
making any such  adjustment,  Landlord  shall  give  written  notice  thereof to
Tenant, so long as such adjustment has no material impact on Tenant's use of the
Demised  Premises or Building  or any costs  payable by Tenant  under the Lease.
After any such adjustment, upon the request of either party, Landlord and Tenant
shall  amend  this  Lease to  effect  an  appropriate  adjustment  in the  legal
description of the Land.

         The exact size of the Demised  Premises  shall be  determined by Tenant
and designated in Tenant's schematic design plans for the Demised Premises to be
delivered by Tenant to Landlord on or before July 1, 2006.  The  Rentable  Floor
Area of the Demised  Premises  and the Usable  Area within the Demised  Premises
shall be measured by the Project  Architect as soon as practicable after receipt
by Landlord of the "Plans and  Specifications" (as defined in the Work Agreement
attached  here as EXHIBIT "D"),  and Landlord  shall notify Tenant in writing of
Landlord's  determination  of  such  measurements  and  the  calculation  of the
Rentable Floor Area of the Demised Premises promptly following such measurement.
The  measurements  of Usable Area in the Demised  Premises  and in the  Building
shall be determined in accordance  with the BOMA Standard.  All  measurements of
Usable Area shall initially be made using the Computer Aided Drafting and Design
("CAD") system. Tenant shall have twenty (20) days following its receipt of such
notice (which notice shall not be valid unless  accompanied  by the  information
from which said CAD system  measurements  were made,  to enable Tenant to verify
Landlord's  determination)  from  Landlord  of the  Rentable  Floor  Area of the
Demised Premises to have Tenant's Architect or Tenant's  consultants perform the
measurements  and calculations of the Usable Area and Rentable Floor Area of the
Building  and the Usable Area and  Rentable  Floor Area of the Demised  Premises
calculated  in  accordance  with this  Lease and to notify  Landlord  in writing
whether  Tenant  agrees or  disagrees  with  Landlord's  determinations  of such
calculations.  Upon request  within such twenty (20) day period,  Landlord shall
make available to Tenant the information from which such CAD system measurements
were made so as to enable Tenant to verify Landlord's  determination.  If Tenant
disagrees with  Landlord's  determination,  Landlord and Tenant shall each cause
their respective architects or consultants to meet and to endeavor in


                                      -4-
<PAGE>

good  faith,  for an  additional  twenty  (20)  day  period,  to  resolve  their
disagreement.  If the parties'  architects or consultants  are unable to resolve
such  dispute  within the twenty (20) day  period,  Landlord  and Tenant  shall,
within  thirty (30) days  thereafter,  cause  their  respective  architects  and
consultants to appoint an  independent  architect who shall resolve such dispute
regarding  the  calculation  of the Usable Area and  Rentable  Floor Area of the
Building and/or the Useable Area and Rentable Floor Area of the Demised Premises
by selecting,  within thirty (30) days after such architect's  appointment,  the
calculation of Landlord or Tenant,  whichever is determined by such  independent
architect  (using  the  BOMA  Standard  for  determining  Usable  Area  and  the
applicable  multipliers  set forth in this Lease for  converting  Usable Area to
Rentable  Floor  Area) to be  closest  to the  correct  calculation  based  upon
measurements made by said selected independent  architect using a CAD system. If
the parties'  architects or consultants are unable to agree upon the appointment
of an independent  architect within the time provided in the preceding sentence,
either Landlord or Tenant, upon notice to the other, may request the appointment
of such  independent  architect by the Chief Judge of the Fulton Superior Court.
The decision of such  independent  architect  shall be binding upon Landlord and
Tenant,  subject to the  procedure  for  confirmation  based on actual  physical
measurements  as  hereinafter  provided in this  Article 2.  Landlord and Tenant
shall  each have the right at any time  prior to the date  which is thirty  (30)
days after the Delivery Date to confirm the measurements of the Demised Premises
and the Building based upon actual physical measurements. If Landlord and Tenant
determine that the total Rentable Floor Area of the Demised Premises,  or of any
floor of the Building which may be included in the Demised Premises,  calculated
on the basis of the actual physical measurements of the Demised Premises,  shall
vary by more than one  percent  (1%) from the  respective  Rentable  Floor  Area
amounts or Usable Area amount previously established by means of the CAD system,
Landlord and Tenant shall make the  appropriate  adjustments  in the  applicable
calculations.  If either party disagrees with the other party's determination of
such calculations based upon actual physical  measurements,  Landlord and Tenant
shall each cause their  respective  architects  and  consultants  to meet and to
endeavor in good faith,  for an  additional  thirty (30) day period,  to resolve
their  disagreement.  If the parties'  architects or  consultants  are unable to
resolve  such  dispute  within the thirty (30) day period,  Landlord  and Tenant
shall  each,  within  thirty  (30)  days  thereafter,   cause  their  respective
architects  or  consultants  to  appoint  an  independent  architect  who  shall
undertake to make the physical  measurements  within  thirty (30) days after its
appointment and to then select the calculation of Landlord or Tenant,  whichever
is  determined  by such  independent  architect  (using  the BOMA  Standard  for
determining  Usable Area and for converting  Usable Area to Rentable Floor Area)
to be  closest  to the  correct  calculation  based  upon  the  actual  physical
measurements  made by  said  selected  independent  architect.  If the  parties'
architects  or  consultants  are  unable  to agree  upon the  appointment  of an
independent architect within the time provided in the preceding sentence, either
Landlord or Tenant,  upon notice to the other,  may request the  appointment  of
such independent  architect by the Chief Judge of the Fulton Superior Court. The
decision  by such  independent  architect  shall be binding  upon  Landlord  and
Tenant; provided,  however,  adjustments in the applicable calculations shall be
made only if the Rentable  Floor Area amounts for the Building,  for the Demised
Premises or for any floor of the  Building  which may be included in the Demised
Premises,  based upon such physical measurements,  vary by more than one percent
(1%) from the  respective  Rentable  Floor Area  amounts or Usable  Area  amount
previously  established by means of the CAD system, and if the final decision on
the correct


                                      -5-
<PAGE>

physical  measurement  indicates a Rentable  Floor Area of more than two percent
(2%) in excess of the number stated in this Lease,  then,  notwithstanding  what
the final number is, for the purpose of  determining  Rent due from Tenant under
this Lease, a figure which indicates a Rentable Floor Area of 2% higher shall be
used (the  effect of which  will be not to charge  Tenant  for the  increase  in
Rentable Floor Area above two percent (2%)).  Landlord and Tenant agree to share
equally the costs of any independent  architect selected to resolve a dispute or
disagreement  under this  Article  2.  Within  thirty  (30) days  following  the
determination of the Rentable Floor Area of the Demised  Premises,  Landlord and
Tenant agree to execute an amendment to this Lease confirming the size, location
and  configuration  of the  Demised  Premises  and  attaching,  in  lieu  of the
Preliminary Floor Plans, final floor plans of each of the floors in the Building
containing a portion of the Demised Premises (the "Final Floor Plans").


         3. TERM.  The term of this Lease ("Lease  Term") shall  commence on the
date first  hereinabove set forth,  and, unless extended or sooner terminated as
provided in this Lease,  shall end on the expiration of the period designated in
Article 1(i) above, which period shall commence on the Rental Commencement Date,
unless  the  Rental  Commencement  Date  shall be other  than the first day of a
calendar  month,  in which event such period shall  commence on the first day of
the calendar  month  following the month in which the Rental  Commencement  Date
occurs.  Promptly  after the Rental  Commencement  Date  Landlord  shall send to
Tenant a Supplemental  Notice in the form of EXHIBIT "C" attached  hereto and by
this reference made a part hereof,  specifying the Rental Commencement Date, the
date of expiration  of the Lease Term in accordance  with Article 1(i) above and
certain other matters as therein set forth.

         4.  POSSESSION.  The obligations of Landlord and Tenant with respect to
the initial  leasehold  improvements  to the Demised  Premises  are set forth in
EXHIBIT "D" attached hereto and by this reference made a part hereof.  Taking of
possession of the Demised Premises by Tenant shall be conclusive  evidence that:
(a) Landlord's  construction  obligations  with respect to the Demised  Premises
have been completed in accordance with the Plans and Specifications and that the
Demised  Premises,  to the extent of Landlord's  construction  obligations  with
respect thereto, are in good and satisfactory condition;  and (b) the Project is
in good and satisfactory condition and is accepted by Tenant as suitable for the
purposes for which the Demised Premises are leased.  The taking of possession by
Tenant of any portion of the Demised Premises shall not be deemed as a waiver of
(i) any Punch List Item or warranty work that Landlord is required to provide or
perform,  or (ii) any  above-ceiling  or other latent defect,  as of the date of
Substantial  Completion not readily visible during a walk-through  inspection of
the Demised  Premises,  and as to which Tenant shall have given Landlord written
notice within eleven (11) months after the date of Substantial  Completion,  all
of which items described in (i) and (ii) Landlord shall be obligated to promptly
repair to the  extent  the  condition  requiring  repair  shall not be caused by
Tenant, its agents,  contractors or employees.  Notwithstanding  anything to the
contrary  contained  herein,  the  Delivery  Date  shall  not be  deemed to have
occurred unless and until Landlord shall have delivered the Demised  Premises to
Tenant (a) with  Landlord's  work  contemplated by EXHIBITS "D", "D-1" and "D-2"
being  substantially  complete  (subject only to minor punchlist items that will
not impair  Tenant's  use and  enjoyment  of the Demised  Premises and which are
capable of being completed on a reasonably  prompt basis after the Delivery Date

                                      -6-
<PAGE>

(the "Punchlist Items"),  (b) with all of such work being in compliance with all
applicable  laws,  codes,  regulations and ordinances,  and (c) with all systems
serving the Demised Premises being  operational and in good condition.  Landlord
covenants  and agrees to use all  reasonable  efforts to complete the  Punchlist
Items within thirty (30) days after the Delivery  Date,  and Landlord  covenants
and agrees to complete the Punchlist items (other than the  installation of long
lead time items that cannot be delivered  within such period)  within sixty (60)
days after the Delivery Date.



         5. RENTAL PAYMENTS.


                  (a) Commencing on the Rental Commencement Date, and continuing
         thereafter  throughout the Lease Term,  Tenant hereby agrees to pay all
         Rent due and payable under this Lease. As used in this Lease,  the term
         "Rent" shall mean the Base Rental, Tenant's Forecast Additional Rental,
         Tenant's  Additional  Rental, and any other amounts that Tenant assumes
         or agrees to pay under the  provisions  of this  Lease that are owed to
         Landlord. Base Rental together with Tenant's Forecast Additional Rental
         shall be due and payable in twelve (12) equal installments on the first
         day of each calendar month,  commencing on the Rental Commencement Date
         and continuing  thereafter throughout the Lease Term and any extensions
         or  renewals  thereof,  and  Tenant  hereby  agrees to pay such Rent to
         Landlord  at  Landlord's  address  as  provided  herein  (or such other
         address as may be  designated by Landlord from time to time) monthly in
         advance.  Tenant  shall pay all Rent and  other  sums of money as shall
         become due from and payable by Tenant to  Landlord  under this Lease at
         the times and in the manner  provided  in this Lease,  without  demand,
         deduction,  set-off  or  counterclaim,  except as  otherwise  expressly
         provided herein.

                  (b) If the  Rental  Commencement  Date is other than the first
         day of a calendar  month or if this Lease  terminates on other than the
         last day of a calendar month,  then the installments of Base Rental and
         Tenant's  Forecast  Additional Rental for such month or months shall be
         prorated  on a daily  basis  and the  installment  or  installments  so
         prorated  shall be paid in advance.  Also,  if the Rental  Commencement
         Date occurs on other than the first day of a calendar  year, or if this
         Lease expires or is terminated on other than the last day of a calendar
         year,   Tenant's   Additional   Rental   shall  be  prorated  for  such
         commencement  or  termination  year, as the case may be, by multiplying
         such Tenant's  Additional Rental by a fraction,  the numerator of which
         shall be the  number  of days of the  Lease  Term  (from  and after the
         Rental  Commencement  Date) during the  commencement  or  expiration or
         termination  year,  as the case may be,  and the  denominator  of which
         shall be 365.  The  calculation  described in Article 8 hereof shall be
         made as soon as possible  after the  expiration or  termination of this
         Lease,  and  Landlord  and  Tenant  hereby  agree  that the  provisions
         relating  to  said   calculation   shall  survive  the   expiration  or
         termination of this Lease.

                  (c) As security for Tenant's obligations to take possession of
         the Demised  Premises in accordance with the terms of this Lease and to
         comply  with  all of  Tenant's



                                      -7-
<PAGE>

         covenants,  warranties and agreements  hereunder,  Tenant shall deposit
         with Landlord within six (6) months of the date of this Lease,  the sum
         set forth in  Article  1(o)  above.  Such  amount  shall be  applied by
         Landlord  to the first  monthly  installment(s)  of Base Rental as they
         become due  hereunder.  If Tenant  fails to comply with any of Tenant's
         covenants,  warranties  or  agreements  hereunder,  said  sum  shall be
         retained  by  Landlord  for  application  in  reduction,   but  not  in
         satisfaction,  of  damages  suffered  by  Landlord  as a result of such
         breach by Tenant.  Landlord  shall not be required to keep such deposit
         separate from its general accounts.

                  (d) No  payment  by Tenant or  acceptance  by  Landlord  of an
         amount less than the Rent herein  stipulated or otherwise  becoming due
         shall be deemed a waiver of any other Rent due.  No partial  payment or
         endorsement  on any check or any letter  accompanying  such  payment of
         Rent  shall be deemed an accord  and  satisfaction,  and  Landlord  may
         accept such payment  without  prejudice to Landlord's  right to collect
         the  balance  of any Rent due under the terms of this Lease or any late
         charge  assessed  against Tenant  hereunder.  All payments  received by
         Landlord  shall be applied by Landlord  to the oldest  balance due from
         Tenant.

      6. BASE RENTAL. Subject to adjustments in accordance with Article 7 below,
from and after the Rental  Commencement Date Tenant shall pay to Landlord a base
annual  rental  (the "Base  Rental")  equal to the Base Rental Rate set forth in
Article 1(j) above multiplied by the Rentable Floor Area of the Demised Premises
set forth in Article 1(g) above (as the same may be modified pursuant to Section
2 above).

      7. RENT  ESCALATION.  (a) As used in this Article 7, the term "Lease Year"
shall mean the twelve month period commencing on the Rental  Commencement  Date,
or, if the Rental Commencement Date is not on the first day of a calendar month,
commencing  on the first day of the first  calendar  month  following the Rental
Commencement Date, and each successive twelve month period thereafter during the
Lease Term.

                  (b) The Base  Rental Rate for the First Lease Year shall be as
         set forth in Article 1(j) herein.  On the first day of each  Subsequent
         Year, the Base Rental Rate shall be increased to an amount as follows:
<TABLE>
<CAPTION>
                  <S>                    <C>
                  Second  Lease Year     $21.58 per square  foot of  Rentable  Floor Area

                  Third Lease Year       $22.17 per square foot of Rentable Floor Area

                  Fourth  Lease Year     $22.78 per square  foot of  Rentable Floor Area

                  Fifth Lease Year       $23.41 per square foot of Rentable Floor Area

                  Sixth Lease Year       $24.05 per square foot of Rentable Floor  Area

                  Seventh  Lease Year    $24.72  per  square  foot of Rentable Floor Area
</TABLE>

                  (c) For so long as no event of default  (as defined in Article
         19 herein) on the part of Tenant has  occurred  and is  continuing,  no
         Base Rental shall be due from Tenant for the Demised Premises,  for the
         first eleven (11) months of the Lease Term.

                                      -8-
<PAGE>


      8. ADDITIONAL RENTAL.

         (a)  Subject to the terms of this  Article 8, from and after the Rental
Commencement Date, Tenant shall pay to Landlord  "Tenant's  Forecast  Additional
Rental (as defined in subparagraph (b) below) and "Tenant's  Additional  Rental"
(as defined in subparagraph (c) below).  Payment of Tenant's Forecast Additional
Rental shall be made as set forth in Article 5(a).

         (b) For purposes of this Lease,  "Tenant's Forecast  Additional Rental"
shall mean Landlord's  reasonable estimate of Tenant's Additional Rental for the
next  occurring  calendar  year or  portion  thereof.  If at any  time  Landlord
reasonably  determines that Tenant's  Additional Rental for the current calendar
year will vary from Landlord's estimate by more than five percent (5%), Landlord
shall have the right  (which  right may be  exercised  no more than one time per
year) to revise, by notice to Tenant, its estimate for such year, and subsequent
payments  by Tenant for such year shall be based upon such  revised  estimate of
Tenant's  Additional  Rental.  Failure  to make a revision  contemplated  by the
immediately  preceding sentence shall not prejudice  Landlord's right to collect
the full amount of Tenant's Additional Rental.  Prior to the Rental Commencement
Date and  thereafter  prior to the  beginning of each  calendar  year during the
Lease Term, including any extensions thereof, Landlord shall present to Tenant a
statement  of  Tenant's  Forecast  Additional  Rental  for such  calendar  year;
provided, however, that if such statement is not given prior to the beginning of
any calendar  year as  aforesaid,  Tenant shall  continue to pay during the next
ensuing calendar year on the basis of the amount of Tenant's Forecast Additional
Rental  payable  during the calendar  year just ended until the month after such
statement is delivered to Tenant.

         (c) For purposes of this Lease, "Tenant's Additional Rental" shall mean
for each  calendar  year (or  portion  thereof)  the  Operating  Expense  Amount
(defined  below)  multiplied by the number of square feet of Rentable Floor Area
of Demised Premises.  As used herein,  "Operating  Expense Amount" shall mean an
amount equal to (x) plus (y), where:

               (x) equals the amount of Operating  Expenses  (as defined  below)
         for such  calendar year divided by the greater of (i) 95% of the number
         of square  feet of  Rentable  Floor Area of the  Building,  or (ii) the
         total  number of square  feet of  Rentable  Floor Area  occupied in the
         Building  for  such  calendar  year  on an  average  annualized  basis;
         provided,  however,  if the  Operating  Expenses  actually  incurred by
         Landlord  are  lower  than  would be  incurred  if at least  95% of the
         Building were occupied or if Landlord  shall not furnish any particular
         item(s)  of work or  services  (the cost of which  would  otherwise  be
         included within Operating Expenses) to portions of the Building because
         (A) such portions are not  occupied,  (B) such item of work or services
         is not  required  or desired by the  tenant of such  portion,  (C) such
         tenant is itself obtaining such item of work or services, or (D) of any
         other reason,  then appropriate  adjustments shall be made to determine
         Operating Expenses for such calendar year as though the Building
                                      -9-
<PAGE>

were     actually occupied to the extent of the greater of (i) or (ii) above and
         as though  Landlord had furnished  such item of work or services to the
         greater of (i) or (ii) above; and

               (y) equals a management fee  contribution  equal to three percent
         (3%) of  Tenant's  Base  Rental (on a per square foot basis) plus three
         percent (3%) of the per square foot amount described in (x).

         (d) Within one hundred  fifty (150) days after the end of the  calendar
year in which the Rental  Commencement  Date  occurs and of each  calendar  year
thereafter during the Lease Term, or as soon thereafter as practicable, Landlord
shall  provide  Tenant a  statement  showing  the  Operating  Expenses  for said
calendar year, as prepared by a certified  public  accounting firm designated by
Landlord,  and a  statement  prepared by Landlord  comparing  Tenant's  Forecast
Additional  Rental  with  Tenant's  Additional  Rental.  In the  event  Tenant's
Forecast  Additional Rental exceeds Tenant's Additional Rental for said calendar
year,  Landlord  shall credit such amount against Rent next due hereunder or, if
the Lease Term has  expired or is about to expire,  refund such excess to Tenant
if Tenant is not in default  under this Lease (in the instance of a default such
excess shall be held as  additional  security for Tenant's  performance,  may be
applied by Landlord to cure any such  default,  and shall not be refunded  until
any such  default is cured).  In the event that the Tenant's  Additional  Rental
exceeds Tenant's Forecast Additional Rental for said calendar year, Tenant shall
pay  Landlord,  within thirty (30) days of receipt of the  statement,  an amount
equal to such difference. The provisions of this Lease concerning the payment of
Tenant's  Additional Rental shall survive the expiration or earlier  termination
of this Lease.

         (e)  For so  long  as  Tenant  is  not in  default  under  this  Lease,
Landlord's books and records pertaining to the calculation of Operating Expenses
for any  calendar  year  within the Lease  Term may be audited by an  authorized
representative  of Tenant at Tenant's  expense,  at any time within  twelve (12)
months after the end of each such calendar year; provided that Tenant shall give
Landlord not less than thirty (30) days' prior written notice of any such audit.
For purposes hereof,  an authorized  representative  of Tenant shall mean a bona
fide employee of Tenant,  any reputable  certified public accountant  reasonably
approved in writing by Landlord. In no event shall an authorized  representative
of Tenant include the owner of any office building in the metropolitan  Atlanta,
Georgia area or any affiliate of such owner.  Prior to the  commencement of such
audit, Tenant shall cause its authorized  representative to agree in writing for
the benefit of Landlord  that such  representative  will keep the results of the
audit confidential and that such representative will not disclose or divulge the
results of such audit  except to Tenant and  Landlord  and except in  connection
with any dispute  between  Landlord and Tenant  relating to Operating  Expenses.
Such audit shall be conducted  during  reasonable  business  hours at Landlord's
office where Landlord's books and records are maintained  (which shall be in the
metropolitan  area of Atlanta,  Georgia).  Tenant  shall  cause a written  audit
report to be prepared by its authorized  representative following any such audit
and shall  provide  Landlord with a copy of such report  promptly  after receipt
thereof


                                      -10-
<PAGE>

by Tenant.  If  Landlord's  calculation  of Tenant's  Additional  Rental for the
audited  calendar year was incorrect,  then Tenant shall be entitled to a prompt
refund of any overpayment or Tenant shall promptly pay to Landlord the amount of
any underpayment, as the case may be.

         Landlord  shall not have the right to invoice  Tenant  for,  and Tenant
shall not be  obligated to pay, any  component  of Operating  Expenses  that was
incurred more than a year prior to the period covered by any final  statement of
such Operating Expenses (referenced in Article 8(d) herein) delivered to Tenant,
except  that  such  limitation  shall  not  apply  to  bills  or  statements  or
adjustments  to  previously  provided  bills or  statements  from or  issued  by
governmental or  quasi-governmental  entities (such as taxing authorities or any
service  provided  through or under a municipality  or municipal  authority) for
amounts lawfully due.

      9. OPERATING EXPENSES.

               (a) For the purposes of this Lease,  "Operating  Expenses"  shall
         mean all  expenses,  costs and  disbursements  (but not specific  costs
         billed to specific  tenants of the  Building) of every kind and nature,
         computed  on the  accrual  basis,  relating  to or  incurred or paid in
         connection   with  the  ownership,   management,   operation,   repair,
         landscaping,  and  maintenance of the Project,  incurred in keeping and
         maintaining  such  as a  first-class  Building  in the  Buckhead  Area,
         including but not limited to, the following:

                     (1) wages,  salaries  and other  costs of all  on-site  and
               off-site  employees  (at or below the level of regional  property
               manager, or the equivalent position,  which shall have salary and
               costs  allocated  among all buildings and projects for which such
               person has  oversite  responsibilities)  engaged  either  full or
               part-time in the  operation,  management,  maintenance  or access
               control of the Project,  including taxes,  insurance and benefits
               relating to such  employees,  allocated  based upon the time such
               employees are engaged directly in providing such services;

                     (2)  the  cost  of  all  supplies,   tools,  equipment  and
               materials  used in the  operation,  management,  maintenance  and
               access control of the Project;

                     (3) the cost of all  utilities  for the Project,  including
               but not limited to the cost of  electricity,  gas,  water,  sewer
               services,   communication   services,   and  power  for  heating,
               lighting, air conditioning and ventilating;

                     (4) the cost of all maintenance and service  agreements for
               the Project and the equipment therein,  including but not limited
               to security service, garage operators,  window cleaning, elevator
               maintenance, HVAC maintenance, janitorial service, waste disposal
               and  recycling  service,  telecommunications  services,  interior
               and/or exterior  landscaping  maintenance and customary  interior
               and/or exterior landscaping replacement;

                                      -11-
<PAGE>


                     (5) the cost of  repairs  and  general  maintenance  of the
               Project;

                     (6)  amortization   (together  with  reasonable   financing
               charges, whether or not actually incurred) of the reasonable cost
               of acquisition and/or  installation after Substantial  Completion
               of the  Building  and  Building  Parking  Facilities  of  capital
               investment  items and/or  capital  improvements  made by Landlord
               (including security and energy management  equipment),  amortized
               over their respective  useful lives,  which are installed for the
               purpose of reducing  Operating Expenses (but only if Landlord was
               reasonable in determining that such capital investment item would
               reduce  Operating  Expenses to an amount  projected to be greater
               than  the  expense  which  would  be  passed  through  to  Tenant
               resulting from such capital investment item), promoting safety or
               complying with governmental  requirements not in effect as of the
               date of this Lease; provided,  however, that the costs under this
               Article  for  promoting  safety or  security  may be  included in
               Operating  Expenses only after the fifth (5th) anniversary of the
               Rental   Commencement  Date,  and  that  only  twenty-five  cents
               (25(cent))  per square  foot of Rentable  Floor  Area,  per annum
               (such limit to be  increased  every  calendar  year after 2007 by
               three percent (3%)]),  may be included in Operating  Expenses for
               Tenant as a result of capital costs  incurred  under this Article
               for promoting safety or security;

                     (7) the reasonable cost of casualty, rental loss, liability
               and other  insurance  applicable  to the Project  and  Landlord's
               personal property used in connection therewith;

                     (8) the  reasonable  cost of  trash  and  garbage  removal,
               reasonably  necessary air quality audits,  vermin  extermination,
               and snow, ice and debris removal;

                     (9) the reasonable  cost of legal and  accounting  services
               incurred  by  Landlord  in   connection   with  the   management,
               maintenance,  operation and repair of the Project,  excluding the
               owner's or Landlord's  general  accounting,  such as  partnership
               statements and tax returns,  and excluding  services described in
               Article 9(b)(14) below;

                     (10)  all  taxes,  assessments  and  governmental  charges,
               whether or not directly paid by Landlord, whether federal, state,
               county or municipal  and whether  they be by taxing  districts or
               authorities   presently   taxing   the   Project   or  by  others
               subsequently  created  or  otherwise,  and any  other  taxes  and
               assessments attributable to the Project or its operation (and the
               reasonable  costs  of  contesting  any of the  same,  but only if
               Landlord  has a  reasonable  belief  that a contest of such taxes
               will  result  in  a  reduction   thereof),   including  community
               improvement  district taxes and business  license taxes and fees,
               excluding, however, taxes and assessments imposed on the personal
               property of the tenants of the Project,



                                      -12-
<PAGE>

               federal and state taxes on income, death taxes,  franchise taxes,
               inheritance taxes, gift taxes,  transfer taxes, excise taxes, net
               income taxes, profit taxes,  capital levies, late payment charges
               and  penalties  (except if incurred in  connection  with and as a
               required  part or  condition  of a  protest  or  contest  of such
               taxes),  special  assessments  levied against property other than
               real estate, and any taxes (other than business license taxes and
               fees)  imposed or measured  on or by the income of Landlord  from
               the  operation of the Project;  and it is agreed that Tenant will
               be responsible for ad valorem taxes on its personal  property and
               on  the  value  of the  leasehold  improvements  in  the  Demised
               Premises  to the extent that the same  exceed  Building  Standard
               allowances,  if said  taxes are based  upon an  assessment  which
               includes  the cost of such  leasehold  improvements  in excess of
               Building  Standard  allowances.  If any special  assessments  are
               imposed,  Landlord  shall  pay such  special  assessments  in the
               maximum number of  installments  and over the maximum time period
               allowed,  and only the specific  installments  falling due during
               the Lease Term may be included in Operating Expenses;

                     (11) the reasonable cost of operating the management office
               for the  Project,  including  in each  case  the  cost of  office
               supplies,   bulletins  or  newsletters  distributed  to  tenants,
               postage,  telephone  expenses,  maintenance  and repair of office
               equipment,   non-capital   investment   equipment,   amortization
               (together  with  reasonable  financing  charges)  of the  cost of
               capital investment equipment, and rent;

                     (12) if a fitness  center (not to exceed  8,000 square feet
               of Rentable Floor Area),  conference  center (not to exceed 4,000
               square feet of Rentable Floor Area),  or other amenity  available
               for use by  Tenant  and all  similarly  situated  tenants  of the
               Project  is  operating  within the  Building,  the pro rata share
               applicable to the Building  (allocated on a per square foot basis
               among the  buildings  whose tenants have the right to utilize the
               amenity in question) of the reasonable,  out-of-pocket, net costs
               (after  applying  any  revenues or income from such  facility) of
               operating,  managing,  maintaining and repairing such amenity and
               the  equipment  and  furnishings  therein,   including,   without
               limitation, the cost of utilities, janitorial services, supplies,
               insurance,  personal  property taxes, and amortization  (together
               with reasonable  financing charges, not to exceed the Prime Rate,
               plus two percent  (2%) per annum) of the cost of  replacing  worn
               out or obsolete equipment,  furniture, or other applicable items,
               but excluding  costs of upfitting the amenity space and the costs
               of purchasing the equipment and furniture initially or thereafter
               installed in the amenity in question;

                     (13)  the pro  rata  share  applicable  to the  Land of the
               shared costs incurred by Landlord as "Owner" of the Project under
               and  pursuant to that  certain  Amended,  Modified  and  Restated
               Declaration of Covenants, Conditions and Restrictions: Easements,
               Restrictions,  Reservations  and Grant of  Development  Rights in
               Limited  Warranty  Deed;  Off-Site  Development  Agreement;   and
               Modification of Easements,  Covenants,  Conditions,  Restrictions
               and Other


                                      -13-
<PAGE>

               Agreements,  dated as of August 13,  1999,  recorded in Deed Book
               28389, page 285, Fulton County, Georgia records, as may have been
               or may be further modified,  amended or supplemented from time to
               time (the  "Master  Declaration").  The  costs to be  shared  are
               defined in the Master Declaration,  and the pro rata share of the
               foregoing  costs,  which are applicable to the Project,  shall be
               determined in accordance with the Master Declaration; and

                     (14)  amortization   (together  with  reasonable  financing
               charges, whether or not actually incurred) of the reasonable cost
               of acquisition  and/or  installation of capital investment items,
               amortized over their respective useful lives, which are installed
               for the  purpose of  maintaining  the  first-class  nature of the
               Project  (taking into account the age of the Project),  including
               capital  investment  items which are  replacements of items which
               are  obsolete or cannot be repaired in an  economically  feasible
               manner, but not including upgrades such as replacing the exterior
               surface of the  Building  or  reconfiguring  the  Building or the
               lobby or substantially  upgrading the finishes therein.  Landlord
               and Tenant agree that the costs under this Article  8.1.14 may be
               included  in  Operating  Expenses  only  after  the  fifth  (5th)
               anniversary of the Rent  Commencement  Date.  Landlord and Tenant
               agree that the costs under this Article 8.1.14 may be included in
               Operating  Expenses only after the fifth (5th) anniversary of the
               Rental   Commencement   Date  and  that  only  twenty-five  cents
               (25(cent))  per square  foot of Rentable  Floor  Area,  per annum
               (such limit to be  increased  every  calendar  year after 2007 by
               three percent (3%)]),  may be included in Operating Expenses as a
               result of costs incurred under this Article 8.1.14.

               (b) For purposes of this Lease, and  notwithstanding  anything in
         any other provision of this Lease to the contrary, "Operating Expenses"
         shall not include the following:

                     (1) the cost of any special work or service  performed  for
               any tenant (including Tenant) at such tenant's cost;

                     (2) the cost of installing,  operating and  maintaining any
               specialty service, such as an observatory, broadcasting facility,
               luncheon club, restaurant,  cafeteria, retail store, sundry shop,
               newsstand,  or  concession,  but only to the  extent  such  costs
               exceed those which would  normally be expected to be incurred had
               such space been general office space;

                     (3) the cost of correcting defects in construction;

                     (4)  compensation   paid  to  officers  and  executives  of
               Landlord (but it is understood that property management employees
               may carry a title such as vice  president  and the  salaries  and
               related benefits of these officers/employees of Landlord would be
               allowable Operating Expenses under Article 9[a][1] above);

                                      -14-
<PAGE>


                     (5) the cost of any items for which  Landlord is reimbursed
               by  insurance,   condemnation  or  otherwise,  except  for  costs
               reimbursed  pursuant  to  provisions  similar to Articles 8 and 9
               hereof;

                     (6) the cost of any additions,  changes,  replacements  and
               other items which are made in order to prepare for a new tenant's
               occupancy;

                     (7) the cost of repairs incurred by reason of fire or other
               casualty   reimbursed  by  insurance   proceeds   under  policies
               maintained by Landlord;

                     (8)  insurance  premiums  to  the  extent  Landlord  may be
               directly  reimbursed  therefor,  except for  premiums  reimbursed
               pursuant to provisions similar to Articles 8 and 9 hereof;

                     (9)  interest  on  debt  or  amortization  payments  on any
               mortgage   or  deed  to  secure   debt   (except  to  the  extent
               specifically  permitted  by Article  9[a]) and  rental  under any
               ground lease or other underlying lease;

                     (10) any real estate  brokerage  commissions or other costs
               incurred  in  procuring  tenants  or any  fee  in  lieu  of  such
               commission;

                     (11) any advertising  expenses  incurred in connection with
               the marketing of any rentable space;

                     (12) rental  payments for base building  equipment  such as
               HVAC equipment and elevators;

                     (13) any  expenses  for  repairs or  maintenance  which are
               covered by warranties and service  contracts,  to the extent such
               maintenance and repairs are made at no cost to Landlord;

                     (14) legal expenses  arising out of the construction of the
               improvements  on the Land or the enforcement of the provisions of
               any  lease  affecting  the Land or  Building,  including  without
               limitation this Lease;

                     (15) management fees (Tenant's  obligation for a management
               fee contribution is set forth in Article 8[c][y] above);

                     (16) the cost of any capital  investment items,  except for
               the  amortization  of such costs as permitted by Articles  8.1.6,
               8.1.11 and 8.1.12 hereof;

                                      -15-
<PAGE>

                     (17) any costs paid to any person or entity affiliated with
               Landlord  to the extent the costs paid for such  services  exceed
               the fair market value for such services;

                     (18)  the cost of  overtime  paid by  Landlord  to cure its
               defaults or any amounts paid as a fine,  penalty or interest as a
               result of Landlord's late payments;

                     (19) costs of any cleanup, containment,  abatement, removal
               or  remediation  of "Hazardous  Substances"  (as herein  defined)
               (except for Hazardous Substances as are commonly and legally used
               or  stored  as  a   consequence   of  using  the   Project  as  a
               predominantly  office project, and only if the quantities thereof
               do not necessitate a "response  action",  as that term is defined
               in CERCLA,  or similar  reporting  requirement  under  applicable
               Georgia  law),  to the extent such were either (i) on the Project
               on the date of this Lease;  (ii)  introduced  onto the Project by
               Landlord, or as a result of Landlord's gross negligence; or (iii)
               introduced  onto  the  Project  by a  third-party  identified  by
               Landlord;

                     (20)  the  cost  of  any   improvements,   alterations   or
               extraordinary  repairs  which are required to comply with laws in
               effect as of the date of this Lease which  require  compliance at
               any time during the Lease Term;

                     (21) any charitable or political contributions;

                     (22) any costs or expenses (including fines,  penalties and
               interest) incurred due to the violation of any Legal Requirements
               to the extent  such costs or  expenses  exceed  those which would
               have been  incurred  and  included in  Operating  Expenses in the
               absence of such violation;

                     (23) any costs or expenses (including fines,  penalties and
               interest)  incurred  due to the breach or default by  Landlord of
               its obligations under any lease or other agreement  pertaining to
               the  Project to the extent such costs or  expenses  exceed  those
               that would have been incurred and included in Operating  Expenses
               in the absence of such breach or default;

                     (24) architectural or engineering fees and expenses, except
               such  fees  and  expenses   incurred  in   connection   with  the
               management,  operation,  repair and maintenance of the Project as
               provided in Article 8.1 above;

                     (25) costs of decorating, redecorating, or special cleaning
               or other  services not provided on a regular  basis to tenants of
               the Building;

                     (26)  any  charge  for  depreciation  of  the  Building  or
               equipment  and any  interest or other  financing  charge,  to the
               extent not  specifically  included  under a provision  in Article
               9(a);

                                      -16-
<PAGE>


                     (27) all costs including  leasing  commissions  relating to
               activities for the solicitation and execution of leases including
               renewals of space in the Building;

                     (28) the cost of tools and equipment  used initially in the
               construction, operation, repair and maintenance of the Building;

                     (29)  the  cost of any  work or  service  performed  for or
               facilities   furnished  to  any  tenant  of  the  Building  to  a
               materially   greater  extent  or  in  a  manner  materially  more
               favorable to such tenant than that  performed for or furnished to
               tenant;

                     (30)  cost  of   correcting   any   defects   in   original
               construction;

                     (31) cost incurred in connection with the sale,  financing,
               refinancing,  mortgaging,  or other  change of  ownership  in the
               Building;

                     (32) costs  arising  from the gross  negligence  or willful
               misconduct   of  Landlord  or   Landlord's   agents,   employees,
               licensees, agents, vendors, or contractors;

                     (33) cost for the acquisition of sculptures,  paintings and
               other fine art;

                     (34) any compensation  paid to clerks,  attendants or other
               persons in commercial concessions operated by Landlord;

                     (35) rental payment for any Base Building  equipment to the
               extent such expenses  would be capital  expenses if the equipment
               in question  were  purchased  rather than  leased,  except to the
               extent such is leased on a temporary or emergency basis;

                     (36)  legal   expenses,   accounting   expenses   or  other
               professional fees arising out of any matter whatsoever other than
               directly in connection with the Operating Expenses or Taxes;

                     (37)  costs of  acquisition  of the signs  for the  Project
               which  are  in  place  as  of  the  Rental   Commencement   Date,
               identifying the owner of the Building or other tenants;

                     (38) Landlord's  general corporate overhead and general and
               administrative expenses,  except to the extent such are permitted
               under Article 9(a) herein;

                     (39)  cost of any  Tenant  appreciation  events  hosted  by
               Landlord in excess of three (3) such events per calendar year;

                                      -17-
<PAGE>


                     (40)  any  rent  payable  with  respect  to  the  Project's
               management  office which is computed at rental rates in excess of
               fair market rents or payable with respect to space in excess of a
               reasonably  sized management  office;  not to exceed two thousand
               (2,000) square feet of Rentable Floor Area is size;

                     (41)  utility  costs  and costs of trash  removal  services
               provided  to  tenants  of  the  "Retail   Component"  (as  herein
               defined),  and the costs  incurred in performing any special work
               or service for retail tenants or other individual tenants,  which
               work and services are  materially  in excess of work and services
               required to be provided to Tenant under the Lease; and

                     (42) With respect to the Building  Parking  Facilities,  no
               costs  incurred as a result of operating  such  facility at times
               after typical office  parking decks are operated,  or which arise
               directly as a result of the use of the Building  Parking Facility
               by the Retail  Component shall be included as a part of Operating
               Expenses.

               (c) The Project  includes,  in addition to the Building,  certain
         retail spaces in the garage facilities or on the street adjacent to the
         Building  (collectively,  the "Retail Components").  Operating Expenses
         for  the  Retail  Components  shall  be  segregated  on a  commercially
         reasonable  basis and excluded from the Operating  Expenses  calculated
         under  this  Article  9, to the  extent  that  Operating  Expenses  are
         incurred  for  the  sole  benefit  of,  or  directly  for,  the  Retail
         Component.  To the extent Operating  Expenses are not so segregated and
         are incurred for the benefit of, or directly for, both the Building and
         the Retail  Component(s) of the Project,  such costs shall be allocated
         between the Building and the respective  Retail  Component(s)  on a per
         square foot basis.  For  example,  and by way of  illustration  but not
         limitation,  the costs of janitorial services for the Retail Component,
         dumpsters  for the  Retail  Component,  and  utilities  for the  Retail
         Component shall be allocated solely to the Retail Component, and not to
         the  Building,  and the costs of  janitorial  services for the Building
         shall be allocated to the Building,  and not the Retail Component,  but
         the cost of care and maintenance of Project roads and landscaping shall
         be allocated  between the Building and the Retail  Component,  based on
         the  square  footage  of each.  Landlord  shall  also  make  comparable
         adjustment  to Operating  Expenses for services  provided to the retail
         components  of and within the Building  lobby,  to the extent  services
         provided to office tenants and such retail tenants are different.

         10.  TENANT TAXES;  RENT TAXES.  Tenant shall pay promptly when due all
taxes  directly or indirectly  imposed or assessed  upon  Tenant's  gross sales,
business  operations,  machinery,  equipment,  trade fixtures and other personal
property or assets, whether such taxes are assessed against Tenant,  Landlord or
the  Building.  In the event that such taxes are  imposed  or  assessed  against
Landlord or the Building,  Landlord shall furnish Tenant with all applicable tax
bills,  public charges and other  assessments  or  impositions  and Tenant shall
forthwith pay the same either directly to the taxing authority or, at Landlord's
option,  to Landlord.  In addition,  in the event there is imposed at any time a
tax upon and/or measured by the rental payable by

                                      -18-
<PAGE>

Tenant  under this  Lease,  whether  by way of a sales or use tax or  otherwise,
Tenant shall be  responsible  for the payment of such tax and shall pay the same
on or prior to the due date thereof; provided, however, that the foregoing shall
not include any inheritance,  estate,  succession,  transfer, gift or income tax
imposed on or payable by Landlord.

         11.  PAYMENTS.  All  payments of Rent and other  payments to be made to
Landlord  shall be made on a timely basis and shall be payable to Landlord or as
Landlord may otherwise designate. All such payments shall be mailed or delivered
to Landlord's Address designated in Article 1(b) above or at such other place as
Landlord may  designate  from time to time in writing.  If mailed,  all payments
shall be mailed in  sufficient  time and with  adequate  postage  thereon  to be
received in  Landlord's  account by no later than the due date for such payment.
Tenant agrees to pay to Landlord Fifty Dollars ($50.00) for each check presented
to Landlord in payment of any obligation of Tenant which is not paid by the bank
on which it is drawn,  together  with  interest  from and after the due date for
such payment at the Prime Based Rate on the amount due. "Prime Based Rate" means
(a) the "prime  rate" as  reported  in the Wall  Street  Journal (or if the Wall
Street  Journal  ceases to  publish  the prime rate or ceases  publication,  the
"prime  rate" shall be the prime rate then  offered by Bank of America,  N.A. in
Atlanta, Georgia), plus (b) four (4) percentage points.

         12. LATE CHARGES.  Any Rent or other amounts  payable to Landlord under
this  Lease,  if not paid by the fifth  day of the month for which  such Rent is
due, or by the due date  specified in any invoices  from  Landlord for any other
amounts  payable  hereunder,  shall incur a late payment service charge of Fifty
Dollars  ($50.00)  for  Landlord's  administrative  expense in  processing  such
delinquent  payment and in  addition  thereto  shall bear  interest at the Prime
Based Rate from and after the due date for such payment; provided, however, that
no late  payment  service  charge  shall  be due for the  first  payment  in any
calendar year not received from Tenant when due,  unless such amount is not paid
by Tenant  within ten (10) days after notice to Tenant that such payment was not
made  when  due.  In no event  shall the rate of  interest  payable  on any late
payment exceed the legal limits for such interest  enforceable  under applicable
law.

         13.  USE  RULES.  The  Demised  Premises  shall be used for  executive,
general  administrative  and office space  purposes and no other purposes and in
accordance  with all  applicable  laws,  ordinances,  rules and  regulations  of
governmental  authorities  and the  Rules  and  Regulations  attached  hereto as
EXHIBIT "F" and made a part hereof.  The occupancy rate of the Demised  Premises
shall in no event be more than one (1) person per 175  square  feet of  Rentable
Floor Area within the Demised Premises,  (with occupancy including employees and
contractors  housed or stationed on a regular basis,  but not invitees).  Tenant
covenants  and agrees to abide by the Rules and  Regulations  in all respects as
now set forth and  attached  hereto or as  hereafter  promulgated  by  Landlord.
Landlord  shall have the right at all times during the Lease Term to publish and
promulgate and thereafter  enforce such rules and  regulations or changes in the
existing Rules and  Regulations as it may reasonably  deem necessary in its sole
discretion to protect the tenantability,  safety,  operation, and welfare of the
Demised Premises and the Project.  Notwithstanding the foregoing, Landlord shall
not modify the Rules and Regulations in a way that materially increases Tenant's
obligations   hereunder  or  materially  decreases  Tenant's  rights  hereunder.
Landlord shall enforce the Rules and Regulations in a non-discriminatory  manner
against similarly situated tenants.

                                      -19-
<PAGE>


         14.  ALTERATIONS.  Except for any  initial  improvement  of the Demised
Premises  pursuant to EXHIBIT "D",  which shall be governed by the provisions of
said  EXHIBIT  "D",  and except for  Permitted  Changes,  Tenant shall not make,
suffer or permit to be made any alterations,  additions or improvements to or of
the Demised  Premises or any part  thereof,  or attach any fixtures or equipment
thereto, without first obtaining Landlord's written consent, which consent shall
not be unreasonably withheld,  conditioned or delayed.  Without Landlord's prior
consent,  Tenant  shall  be  entitled  to  make  nonstructural  alterations  and
additions  which  (i)  do  not  adversely  affect  the  plumbing,  heating,  air
conditioning, ventilation, electrical, mechanical and life safety systems of the
Demised  Premises and the  Building  (ii) do not  materially  reduce the overall
quality of the leasehold  improvements in the Demised Premises below the average
level of quality typically found in first-class office buildings in the Buckhead
area of Atlanta, Georgia (iii) are not visible from the exterior of the Building
(due to unusual  lighting of such alterations or additions in close proximity to
the  Building's  exterior  windows),  and  (iv) do not  involve  a  Non-Standard
Alteration ("Permitted Changes"). Other than the Permitted Changes, Tenant shall
make no  alterations  in, or additions  to, the Demised  Premises  without first
obtaining,  in writing,  Landlord's  consent for such  alterations or additions,
which  consent  shall not be  unreasonably  withheld  or  conditioned.  Any such
alterations,  additions or improvements to the Demised Premises  consented to by
Landlord,  except  for  Permitted  Changes  shall be made by  Landlord  or under
Landlord's  supervision for Tenant's account and Tenant shall reimburse Landlord
for all costs thereof  (including a reasonable charge for Landlord's  overhead),
as Rent,  within  twenty  (20)  days  after  receipt  of a  statement.  All such
alterations,  additions and improvements shall become Landlord's property at the
expiration  or earlier  termination  of the Lease  Term and shall  remain on the
Demised Premises without compensation to Tenant unless Landlord elects by notice
to  Tenant,  to be  given,  if at all,  at the time  Landlord  consents  to such
alterations, additions and improvements, to have Tenant remove such alterations,
additions  and  improvements,  in  which  event,  notwithstanding  any  contrary
provisions respecting such alterations,  additions and improvements contained in
Article 32 hereof,  Tenant shall promptly restore, at its sole cost and expense,
the  Demised  Premises  to its  condition  prior  to the  installation  of  such
alterations, additions and improvements, normal wear and tear excepted.

         15. REPAIRS.

               (a) Landlord shall maintain in good order and repair,  subject to
         normal  wear and tear and  subject to casualty  and  condemnation,  the
         Project, Building (excluding the Demised Premises and other portions of
         the Building leased to other tenants), the Building parking facilities,
         the  public  areas  and  the  landscaped  areas.   Notwithstanding  the
         foregoing  obligation,  the cost of any repairs or  maintenance  to the
         foregoing  necessitated by the intentional acts or negligence of Tenant
         or  its   directors,   officers,   partners,   members,   shareholders,
         representatives,  agents, contractors,  employees,  servants, invitees,
         patrons, guests, visitors,  licensees,  subtenants,  assignees, and any
         other party for whom Tenant is or shall  become  liable or  responsible
         (each and together herein referred to as "Tenant's Agents");  provided,
         however,  the term "Tenant's  Agent's shall


                                      -20-
<PAGE>


         not  include  Landlord  or any of its  directors,  officers,  partners,
         members, shareholders, representatives, agents, contractors, employees,
         servants,  invitees,  patrons,  guests,  visitors,  licensees,  tenants
         (other than Tenant),  assignees or any other party for whom Landlord is
         or shall become liable or responsible  (collectively,  the  "Landlord's
         Agents"),  shall be borne  solely  by Tenant  and shall be deemed  Rent
         hereunder and shall be  reimbursed by Tenant to Landlord  within twenty
         (20)  days  after  demand  therefore  is made.  Landlord  shall  not be
         required to make any repairs or  improvements  to the Demised  Premises
         except structural  repairs necessary for safety and  tenantability,  or
         repairs arising out of a claim against Landlord under the express terms
         of Article 37(b) herein.

               (b) Tenant  covenants  and agrees that it will keep and  maintain
         the Demised Premises in good condition and repair, except for casualty,
         condemnation and normal wear and tear.  Tenant shall at once report, in
         writing,  to Landlord any  defective or  dangerous  condition  actually
         known to Tenant.  Landlord has no obligation and has made no promise to
         alter, remodel, improve, repair, decorate or paint the Demised Premises
         or any part thereof,  except as specifically  and expressly  herein set
         forth.

               (c) Tenant shall be responsible for stopped-up  drains where such
         stoppage is caused by the  introduction  by Tenant or  Tenant's  Agents
         from within the Demised  Premises of foreign  objects not  intended for
         disposal in such drains.  If Landlord shall repair such drains,  Tenant
         shall  reimburse  Landlord,  as additional  Rent, for the costs of such
         repairs,  together  with the  costs of any  repairs  or  damage  to the
         Demised  Premises or the Building and to the property of other  tenants
         or Landlord which results from such stoppage.

         16. LANDLORD'S RIGHT OF ENTRY.  Landlord shall retain duplicate keys to
all doors of the Demised  Premises and Landlord  and its agents,  employees  and
independent  contractors  shall have the right to enter the Demised  Premises at
reasonable  hours  (upon  not less  than 24 hours  prior  notice,  except  in an
emergency  for which no notice shall be  required) to inspect,  test and examine
the same (including,  without limitation,  air quality audits), to make repairs,
additions,  alterations,  and  improvements,  to exhibit the Demised Premises to
mortgagees,  prospective  mortgagees,  purchasers or, if in the last twelve (12)
months  of the  Lease  Term or while an event of  default  has  occurred  and is
continuing,  to  prospective  tenants,  and to inspect the  Demised  Premises to
ascertain  that Tenant is complying  with all of its covenants  and  obligations
hereunder,  all without being liable to Tenant in any manner  whatsoever for any
damages arising therefrom,  except to the extent arising under the express terms
of Article 37(b) herein; provided,  however, that Landlord shall, except in case
of emergency, afford Tenant such prior notification of an entry into the Demised
Premises as shall be reasonably  practicable under the  circumstances.  Landlord
shall be allowed  to take into and  through  the  Demised  Premises  any and all
materials that may be required to make such repairs,  additions,  alterations or
improvements.  During such time as such work is being carried on in or about the

                                      -21-
<PAGE>

Demised  Premises,  the Rent provided herein shall not abate,  and Tenant waives
any claim or cause of action against Landlord for damages,  except to the extent
liability  would arise under the express terms of Article  37(b) herein.  During
such time as such work is being carried on in or about the Demised Premises, the
Rent herein shall not abate,  unless Tenant's use and enjoyment of a substantial
portion of the Demised Premises is materially adversely affected for five (5) or
more  consecutive  Business  Days (in which case the Base  Rental  and  Tenant's
Additional  Rental shall  thereafter  abate in the  proportion  that the Demised
Premises  are  unusable  commencing  on the sixth (6th)  Business Day after such
interruption  and continuing  until Tenant is again able to conduct its business
from such portion of the Demised Premises), and Tenant waives any claim or cause
of action  against  Landlord for damages by reason of  interruption  of Tenant's
business or loss of profits  therefrom  because of the  prosecution  of any such
work or any part thereof,  unless such claim would arise under the express terms
of Article  37(b)  herein.  Landlord  does  hereby  agree to use all  reasonable
efforts to minimize any interference  with Tenant's  business caused by any such
entry.

         17.  INSURANCE.  Tenant  shall  procure  at its  expense  and  maintain
throughout  the  Lease  Term a  policy  or  policies  of  special  form/all-risk
insurance  insuring  the  full  replacement  cost  of its  furniture,  fixtures,
equipment,  supplies,  and other property owned, leased, held or possessed by it
and  contained in the Demised  Premises  (subject to a  commercially  reasonable
deductible)  together with the excess value of the  improvements  to the Demised
Premises over the Construction  Allowance (with a replacement cost  endorsement)
and worker's compensation  insurance as required by applicable law. Tenant shall
also procure at its expense and maintain  throughout  the Lease Term a policy or
policies of commercial  general liability  insurance,  insuring Tenant,  against
risks  typically  covered  by a standard  commercial  general  liability  policy
covering Tenants, the limits of such policy or policies to be in combined single
limits for both damage to property and  personal  injury and in amounts not less
than Three Million  Dollars  ($3,000,000)  for each  occurrence.  Such insurance
shall,  in  addition,  extend  to any  liability  of Tenant  arising  out of the
indemnities provided for in this Lease. Tenant shall also carry such other types
of insurance  in form and amount  which  Landlord  shall  reasonably  deem to be
prudent for Tenant to carry,  should the  circumstances  or  conditions so merit
Tenant  carrying  such  type of  insurance,  provided  that  such  insurance  is
consistently  and  customarily  required of tenants in other first class  office
buildings in the  Buckhead  Area and is  available  at  commercially  reasonable
rates. All insurance policies procured and maintained by Tenant pursuant to this
Article 17 shall name Landlord,  any mortgagee,  Landlord's  property management
company and the asset management company for the Project (if any), as additional
insureds,  shall be carried with companies  licensed to do business in the State
of  Georgia  having a rating  from  Best's  Insurance  Reports  of not less than
A-/VIII,  and shall be non-cancelable  and not subject to material change except
after the  applicable  insurance  company  endeavoring to give thirty (30) days'
written  notice to Landlord.  Such  policies or duly  executed  certificates  of
insurance with respect  thereto,  accompanied by proof of payment of the premium
therefor,  shall be delivered to Landlord prior to the Rental Commencement Date,
and  renewals of such  policies  shall be  delivered to Landlord at least thirty
(30) days prior to the expiration of each respective policy term.

         Landlord  shall  procure  and  maintain  at its  expense  (but with the
expense to be included in Operating Expenses) throughout the Lease Term a policy
or policies of special  form/all-risk  (including  rent loss  coverage) real and
personal  property  insurance  covering  the Project  (including  the  leasehold
improvements  in the  Demised  Premises  up to the  amount  of the


                                      -22-
<PAGE>

Construction Allowance, but excluding Tenant's personal property and equipment),
in an amount equal to the full  insurable  replacement  cost thereof as such may
increase from time to time (but such  insurance  may provide for a  commercially
reasonable  deductible),  and  in  an  amount  sufficient  to  comply  with  any
co-insurance  requirements in such policy, and a policy of workers' compensation
insurance,  if any, as required by applicable  law. In addition,  Landlord shall
procure  and  maintain  at its  expense  (but with the expense to be included in
Operating  Expenses) and shall thereafter  maintain throughout the Lease Term, a
commercial general liability insurance policy covering the Project with combined
single  limits for both damage to property and personal  injury of not less than
Three Million Dollars  ($3,000,000) per occurrence,  subject to annual aggregate
limits of not less than Five  Million  Dollars  ($5,000,000).  Landlord may also
carry such other types of insurance  in form and amounts  which  Landlord  shall
determine to be  appropriate  from time to time,  and  coverages  with limits in
excess of the limits  expressly set forth in this Article,  and the cost thereof
shall be included in Operating  Expenses,  if such  insurance or coverage is (i)
required by a  mortgagee,  or (ii)  typically  carried by owners of  first-class
buildings in the Buckhead  Area.  All such policies  procured and  maintained by
Landlord pursuant to this Article 17 shall be carried with companies licensed to
do  business in the State of  Georgia,  having a rating  from  Best's  Insurance
Reports  as not less than  A-/VIII.  Any  insurance  required  to be  carried by
Landlord  hereunder  may  be  carried  under  blanket  policies  covering  other
properties of Landlord  and/or its partners and/or their  respective  related or
affiliated  corporations so long as such blanket policies  provide  insurance at
all times for the  Project as required by this  Lease.  The  commercial  general
liability  insurance  required to be maintained by Landlord  hereunder shall, to
the extent  available  under a standard  commercial  general  liability  policy,
extend to any liability of Landlord arising out of the indemnities  provided for
in this Lease.

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

         19. DEFAULT.

               (a) The following acts,  events or conditions  shall be deemed to
         be events of default by Tenant under this Lease:

                     (i)  Tenant  fails  to pay any  installment  of Rent or any
               other charge or assessment  against Tenant  pursuant to the terms
               hereof  within five (5) days after the due date  thereof and such
               failure  continues for ten (10) days after notice of such failure
               of payment; provided,  however, such notice and such grace period

                                      -23-
<PAGE>

               shall be  required  of  Landlord  only two (2) times  during  any
               calendar  year, and an event of default shall  immediately  occur
               upon the third (3rd)  failure by Tenant to make a timely  payment
               as aforesaid within that calendar year;

                     (ii)  the  failure  by  Tenant  to  cease  any  conduct  or
               eliminate any condition  which poses a material  danger to person
               or property within twelve (12) hours of receipt of written notice
               from Landlord requesting cessation of such conduct or elimination
               of such  conditions  (which notice shall  reference  this Section
               19(a) and the 12 hour requirement hereof to be effective);

                     (iii)  Tenant  shall  make a  general  assignment  for  the
               benefit of creditors,  or shall admit in writing its inability to
               pay its debts as they  become  due,  or shall file a petition  in
               bankruptcy,  or shall be adjudicated as bankrupt or insolvent, or
               shall   file  a   petition   in  any   proceeding   seeking   any
               reorganization,     arrangement,    composition,    readjustment,
               liquidation,  dissolution  or similar relief under any present or
               future  statute,  law or  regulation,  or  shall  file an  answer
               admitting or fail timely to contest the material allegations of a
               petition filed against it in any such proceeding;

                     (iv) the rejection by Tenant,  its bankruptcy  trustee,  or
               any entity  authorized by court order to act on behalf of Tenant,
               of this Lease under 11 U.S.C.  ss. 365(a) or any other  provision
               of Title 11 of the United States Code, or the deemed rejection of
               this Lease by operation of law under 11 U.S.C. ss. 365(d)(4). Any
               such  rejection  of this Lease  terminates  this  Lease,  without
               notice of any kind to Tenant,  effective on the later of: (1) the
               date  Tenant   vacates  the  Demised   Premises   following  such
               rejection;  (2) the date the Bankruptcy  Court with  jurisdiction
               over  Tenant's  bankruptcy  case  enters  an order on its  docket
               authorizing  Tenant to reject  this  Lease;  or (3) the date this
               Lease is deemed rejected under 11 U.S.C. ss. 365(d)(4);

                     (v) a proceeding is commenced  against  Tenant  seeking any
               reorganization,     arrangement,    composition,    readjustment,
               liquidation,  dissolution  or similar relief under any present or
               future statute, law or regulation,  and such proceeding shall not
               have  been  dismissed  within  forty-five  (45)  days  after  the
               commencement thereof;

                     (vi) a  receiver  or  trustee  shall be  appointed  for the
               Demised Premises or for all or substantially all of the assets of
               Tenant or of any guarantor of this Lease;

                     (vii) Tenant shall do or permit to be done  anything  which
               creates a lien upon the Demised  Premises or the Project and such
               lien is not removed or  discharged  within  fifteen (15) business
               days after Tenant has notice of the filing thereof;


                                      -24-
<PAGE>


                     (viii)  Tenant  shall  fail to return a  properly  executed
               instrument  to  Landlord in  accordance  with the  provisions  of
               Article 27 hereof within the time period provided for such return
               following  Landlord's request for same as provided in Article 27,
               and Tenant fails to return such  instrument  within ten (10) days
               after Landlord  provides  notice to Tenant that Tenant has failed
               to  provide  such  instrument  (with  such  notice   specifically
               identifying the instrument not returned and the time period which
               Tenant has to return  the  instrument)  within the time  required
               herein;

                     (ix)  Tenant  shall  fail to  return  a  properly  executed
               estoppel   certificate   to  Landlord  in  accordance   with  the
               provisions of Article 28 hereof  within the time period  provided
               for such return following Landlord's request for same as provided
               in Article 28, and Tenant fails to return such instrument  within
               ten (10) days  after  Landlord  provides  notice  to Tenant  that
               Tenant has failed to provide  such  instrument  (with such notice
               specifically identifying the instrument not returned and the time
               period which Tenant has to return the instrument) within the time
               required herein;

                     (x)  Tenant  shall  fail to  comply  with any  other  term,
               provision,  covenant or warranty made under this Lease by Tenant,
               other  than  the  payment  of the  Rent or any  other  charge  or
               assessment  payable  by Tenant,  and shall not cure such  failure
               within fifteen (15) business days after notice thereof to Tenant,
               provided,  however, if such failure cannot reasonably be cured by
               Tenant  within such 15 business  day period,  no event of default
               shall be deemed to occur  hereunder  unless  Tenant shall fail to
               commence  its  cure  within  such  15  business  day  period  and
               thereafter  diligently prosecute such cure to completion within a
               reasonable period of time

               (b)  Upon  the  occurrence  of  any of the  aforesaid  events  of
         default,  Landlord  shall  have the option to pursue any one or more of
         the following remedies without any notice or demand whatsoever:

                     (i)  terminate  this  Lease,  in which event  Tenant  shall
               immediately  surrender  the Demised  Premises to Landlord  and if
               Tenant fails to do so,  Landlord may,  without notice and without
               prejudice to any other remedy Landlord may have for possession or
               arrearages in Rent, but in accordance  with applicable law, enter
               upon and take  possession  of the Demised  Premises  and expel or
               remove  Tenant  and any other  person who may be  occupying  said
               Demised Premises or any part thereof,  and its and their effects,
               without  being  liable  for  prosecution  or any claim of damages
               therefor; Tenant hereby agreeing to pay to Landlord on demand the
               amount of all loss and damage which Landlord may suffer by reason
               of such  termination,  whether  through  inability  to relet  the
               Demised Premises on satisfactory terms or otherwise;

                                      -25-
<PAGE>


                     (ii)  terminate  Tenant's  right  of  possession,   without
               terminating  this Lease, in accordance with applicable law, enter
               upon and take  possession  of the  Demised  Premises  as Tenant's
               agent and expel or remove  Tenant and any other person who may be
               occupying said Demised Premises or any part thereof,  and its and
               their effects, by entry, dispossessory suit or otherwise, without
               thereby  releasing Tenant from any liability  hereunder,  without
               terminating  this Lease, and without being liable for prosecution
               or any claim of damages therefor and, if Landlord so elects, make
               such  alterations,  redecorations  and repairs as, in  Landlord's
               judgment,  may be  necessary  or  desired  to relet  the  Demised
               Premises,  and Landlord  may, but shall be under no obligation to
               do so,  relet the  Demised  Premises  or any  portion  thereof in
               Landlord's or Tenant's name,  but for the account of Tenant,  for
               such term or terms (which may be for a term extending  beyond the
               Lease  Term) and at such  rental or  rentals  and upon such other
               terms  as   Landlord   may  deem   advisable,   with  or  without
               advertisement,  and by private negotiations, and receive the rent
               therefor,   Tenant  hereby   agreeing  to  pay  to  Landlord  the
               deficiency,  if any, between all Rent reserved  hereunder and the
               total  rental  applicable  to the Lease Term  hereof  obtained by
               Landlord  upon  re-letting,   and  Tenant  shall  be  liable  for
               Landlord's damages and expenses in redecorating and restoring the
               Demised  Premises  and all  costs  incident  to such  re-letting,
               including broker's commissions and lease assumptions. In no event
               shall  Tenant be entitled to any rentals  received by Landlord in
               excess of the amounts due by Tenant  hereunder.  Any such demand,
               reentry  and taking of  possession  of the  Demised  Premises  by
               Landlord shall not of itself constitute an acceptance by Landlord
               of a surrender of the Lease or of the Demised  Premises by Tenant
               and shall not of itself constitute a termination of this Lease by
               Landlord.  Landlord's failure to relet the Demised Premises or to
               make such alterations,  redecorations and repairs as set forth in
               this paragraph shall not release or affect Tenant's liability for
               Rent or for damages; or

                     (iii) enter upon the Demised  Premises without being liable
               for prosecution or any claim of damages therefor, and do whatever
               Tenant is  obligated  to do under the  terms of this  Lease;  and
               Tenant agrees to reimburse  Landlord on demand for any reasonable
               expenses  including,  without limitation,  reasonable  attorneys'
               fees which Landlord may incur in thus effecting  compliance  with
               Tenant's  obligations  under this Lease and Tenant further agrees
               that  Landlord  shall not be liable for any damages  resulting to
               Tenant from such action, whether caused by negligence of Landlord
               or otherwise.

               If this  Lease is  terminated  by  Landlord  as a  result  of the
         occurrence  of an event of default,  Landlord may declare to be due and
         payable  immediately,  the present  value  (calculated  with a discount
         factor of eight percent [8%] per annum) of the  difference  between (x)
         the entire  amount of Rent and other charges and  assessments  which in
         Landlord's reasonable determination would become due and payable during
         the remainder of the Lease Term determined as though this Lease had not
         been  terminated  (including,  but not  limited to,  increases  in Rent
         pursuant  to Article 7  hereof),  and (y) the


                                      -26-
<PAGE>

         then fair market rental value of the Demised Premises for the remainder
         of the Lease Term. Upon the acceleration of such amounts, Tenant agrees
         to pay the same at once,  together  with all Rent and other charges and
         assessments  theretofore due, at Landlord's address as provided herein,
         it being  agreed 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).

               (c) Pursuit of any of the foregoing  remedies  shall not preclude
         pursuit  of any  other  remedy  herein  provided  or any  other  remedy
         provided by law or at equity,  nor shall  pursuit of any remedy  herein
         provided constitute an election of remedies thereby excluding the later
         election of an alternate  remedy, or a forfeiture or waiver of any Rent
         or other charges and assessments  payable by Tenant and due to Landlord
         hereunder or of any damages accruing to Landlord by reason of violation
         of  any of the  terms,  covenants,  warranties  and  provisions  herein
         contained.  No reentry or taking  possession of the Demised Premises by
         Landlord or any other action taken by or on behalf of Landlord shall be
         construed  to be an  acceptance  of a  surrender  of this  Lease  or an
         election by Landlord to terminate  this Lease unless  written notice of
         such  intention is given to Tenant.  Forbearance by Landlord to enforce
         one or more of the remedies  herein  provided  upon an event of default
         shall  not be  deemed  or  construed  to  constitute  a waiver  of such
         default. In determining the amount of loss or damage which Landlord may
         suffer by reason of termination of this Lease or the deficiency arising
         by reason of any reletting of the Demised Premises by Landlord as above
         provided, allowance shall be made for the expense of repossession.

               (d) Upon the occurrence of any event of default by Tenant, Tenant
         shall  pay to  Landlord  all  reasonable  costs  actually  incurred  by
         Landlord  (including  court costs and  reasonable  attorneys'  fees and
         expenses) in (i)  obtaining  possession of the Demised  Premises,  (ii)
         removing and storing Tenant's or any other occupant's  property,  (iii)
         repairing,  restoring,  renovating,  altering, remodeling, or otherwise
         putting the Demised Premises into condition acceptable to a new tenant,
         (iv) if Tenant is dispossessed  of the Demised  Premises and this Lease
         is not  terminated,  reletting all or any part of the Demised  Premises
         (including,  but not limited to, brokerage commissions,  cost of tenant
         finish work,  advertising  and  promotional  expenses,  and other costs
         incidental to such  reletting),  (v)  performing  Tenant's  obligations
         which  Tenant  failed  to  perform,  and  (vi)  enforcing  its  rights,
         remedies,  and recourses arising out of the default.  Landlord's rights
         and  remedies  under this  Article  19(d)  shall be in  addition to the
         rights  and  remedies  of  Landlord  set  forth in this  Article  19 or
         elsewhere  in this Lease,  and/or  which may  otherwise be available to
         Landlord at law or in equity.

         20.  WAIVER  OF  BREACH.  No waiver  of any  breach  of the  covenants,
warranties,  agreements, provisions, or conditions contained in this Lease shall
be construed as a waiver of said  covenant,  warranty,  provision,  agreement or
condition or of any subsequent breach thereof,


                                      -27-
<PAGE>

and if any  breach  shall  occur  and  afterwards  be  compromised,  settled  or
adjusted, this Lease shall continue in full force and effect as if no breach had
occurred.

         21. ASSIGNMENT AND SUBLETTING.

         (a) Tenant  shall not,  without the prior  written  consent of Landlord
         (which  consent  shall not be  unreasonably  withheld,  conditioned  or
         delayed),  assign this Lease or any  interest  herein or in the Demised
         Premises,  or  mortgage,  pledge,  encumber,  hypothecate  or grant any
         license or  concession  or  otherwise  transfer  or sublet the  Demised
         Premises or any part thereof or permit the use of the Demised  Premises
         by any party other than Tenant. Consent by Landlord to one or more such
         transfers or subleases shall not destroy or waive this  provision,  and
         all subsequent transfers and subleases shall likewise be made only upon
         obtaining the prior written consent of Landlord.  Without  limiting the
         foregoing  prohibition,  in no event shall Tenant  assign this Lease or
         any interest herein,  whether  directly,  indirectly or by operation of
         law, or sublet the Demised  Premises or any part  thereof or permit the
         use of the Demised  Premises or any part  thereof by any party,  (i) if
         the proposed  assignee or subtenant is a party whose use would  detract
         from the character of the Building as a first-class building,  such as,
         without  limitation,  a dental,  medical  or  chiropractic  office or a
         governmental  office,  (ii) if the proposed  assignment  or  subletting
         would be to a  governmental  subdivision  or  agency  or any  person or
         entity who enjoys diplomatic or sovereign immunity, (iii) for the first
         thirty-six  (36)  months  after the  Delivery  Date,  if such  proposed
         assignee or subtenant  is an existing  tenant of the  Building,  unless
         Landlord  was not able to  accommodate  the space need of the  proposed
         assignee or sublessee, or (iv) if such proposed assignment,  subletting
         or  use  would  contravene  any  restrictive  covenant  (including  any
         exclusive use) granted to any other tenant of the Building.  Sublessees
         or  transferees  of the Demised  Premises  for the balance of the Lease
         Term shall become  directly  liable to Landlord for all  obligations of
         Tenant hereunder,  without relieving Tenant of any liability  therefor,
         and Tenant shall remain obligated for all liability to Landlord arising
         under this Lease during the entire  remaining  Lease Term including any
         extensions thereof, whether or not authorized herein.

               (b) As a condition to  considering  any request for consent to an
         assignment or sublease, Tenant shall submit a written request ("Request
         to Assign") to Landlord at least ten (10)  business  days in advance of
         the  date on  which  Tenant  desires  to make  such  an  assignment  or
         sublease.  Tenant's Request to Assign shall specify all of the terms of
         said proposed sublease or assignment,  including the proposed effective
         date  thereof,  as well  as the  name  and  address  of  each  proposed
         subtenant or assignee. Landlord may require Tenant to obtain and submit
         current  financial  statements  of any  proposed  subtenant or assignee
         (including,  without  limitation,  current financial  statements of any
         prospective  guarantor).  Landlord shall then have a period of ten (10)
         business days  following  receipt of Tenant's  Request to Assign within
         which to notify  Tenant in  writing  whether  Landlord  elects  to: (i)
         permit  Tenant  to  assign  this  Lease or  sublet  such  space for the
         duration specified by Tenant in its notice; or (ii) reject the proposed
         assignment or sublease.  If Landlord  fails to notify Tenant in writing
         of its election within the ten (10) business day

                                      -28-
<PAGE>

         period,  Landlord shall be deemed to have elected option (ii) above. In
         the event Landlord consents to an assignment or sublease,  Tenant shall
         pay to  Landlord  a fee (not to  exceed  $2,500.00  per  occurrence  or
         request) to cover  Landlord's  accounting costs and legal fees incurred
         by Landlord as a result of the assignment or sublease. No assignment of
         this Lease consented to by Landlord shall be effective unless and until
         Landlord shall receive an original assignment and assumption agreement,
         in form and substance  satisfactory  to Landlord,  signed by Tenant and
         Tenant's   proposed   assignee,   whereby  the  assignee   assumes  due
         performance  of this Lease to be done and  performed for the balance of
         the then remaining Lease Term of this Lease. Except for subleases under
         Article 21(d) herein,  no  subletting of the Demised  Premises,  or any
         part thereof, shall be effective unless and until there shall have been
         delivered to Landlord an agreement,  in form and substance satisfactory
         to Landlord,  signed by Tenant and the proposed sublessee,  whereby the
         sublessee  acknowledges  the right of Landlord to continue or terminate
         any sublease,  in Landlord's sole discretion,  upon termination of this
         Lease, and such sublessee agrees to recognize and attorn to Landlord in
         the event that  Landlord  elects under such  circumstances  to continue
         such sublease.

               (c) In an  assignment  or  sublease is  consented  to by Landlord
         under this Article,  Tenant and Landlord agree that fifty percent (50%)
         of all Net Profit  actually  received by Tenant  from such  sublease or
         assignment  shall be paid by Tenant to Landlord as an  additional  Rent
         hereunder as and when received by Tenant. For purposes hereof, the term
         "Net Profit" shall mean the gross revenue received from the assignee or
         sublessee, less (i) the Rent paid to Landlord by Tenant with respect to
         the  subleased  space  during  the  period  of  the  sublease  term  or
         attributable  to the period  from and after the  effective  date of the
         assignment;  (ii) the Rent paid to Landlord  by Tenant with  respect to
         the subleased space or the space subject to such assignment  during the
         period  between the date Tenant ceased all business  operations in such
         space and the  commencement  of the sublease term or the effective date
         of the assignment;  (iii) any  improvement  allowance or other economic
         concession (planning allowance, moving expenses, etc.) actually paid by
         Tenant  to  the  sublessee  or  assignee,   (iv)  reasonable  brokerage
         commissions  or attorney's  fees actually paid in connection  with such
         sublease or  assignment;  (v) lease  takeover  payments and  reasonable
         costs of advertising the space for sublease or assignment actually paid
         by  Tenant;  (vi)  the  unamortized  cost  of  initial  and  subsequent
         improvements to the Demised Premises made by Tenant at Tenant's expense
         (and  without   reimbursement   from  the   Improvement   Allowance  or
         otherwise).  When a portion  of the  Demised  Premises  is  sublet,  in
         calculating  the Net  Profit  from  such  sublease,  the cost of Tenant
         attributable  to the  sublet  space  but  attributable  to some  larger
         portion  of the  Demised  Premises  shall be  prorated  on the basis of
         Rentable Floor Area.  Tenant shall not be obligated to take  collection
         or enforcement action against any subtenant or assignee.

               (d) Tenant shall have the right to assign the Lease or sublet the
         Demised Premises, or any part thereof,  without Landlord's consent, but
         subject  to  Landlord's  rights to  notice  and  prohibition  contained
         herein, to any parent, subsidiary, affiliate or controlled entity or to
         any entity which Tenant may be converted or with which Tenant


                                      -29-
<PAGE>

         may  merge,  or to any entity  acquiring  all or  substantially  all of
         Tenant's stock or assets. Tenant shall in any event have the obligation
         to  notify  Landlord  of its  intent  of any such  arrangement,  and if
         Landlord reasonably  determines that the proposed assignee or sublessee
         is engaged in a business  which  would  materially  interfere  with the
         operation  of  the  Property  or  that  permitting  the  assignment  or
         subletting would cause a violation by Landlord of its obligations under
         any lease  covering a portion of the Project,  Landlord  shall have the
         right to prohibit such arrangement based upon the aforesaid factors.

         22. LANDLORD'S TERMINATION RIGHTS

            (a) If the Project or any portion thereof is  substantially  damaged
by a fire,  storm,  wind,  water,  any act of nature or God, or any other matter
beyond the control of Landlord (a "Casualty") not required to be insured against
by Landlord  hereunder or if the Project or any portion thereof is substantially
damaged by Casualty required to be insured against by Landlord but the insurance
company is insolvent and  financially  unable to pay the proceeds  which are due
(through no fault of Landlord),  Landlord shall have the right to terminate this
Lease by notice to Tenant given  within  ninety (90) days after the date of such
Casualty (the "Damage  Date"),  provided,  however,  Landlord will not terminate
this Lease  pursuant to this  subparagraph  (a) unless  Landlord  terminates the
leases of all tenants of the Building  whose  premises  (or access  thereto) are
similarly  affected  by  such  Casualty.  As  used in  this  Article,  the  term
"substantially  damaged"  shall  mean such  damage  that the cost of repair  and
restoration  thereof is reasonably  estimated by Landlord's  architect to exceed
Five Million Dollars ($5,000,000).

            (b) If the entire  Building or a substantial  portion thereof (which
may or may not include all or a part of the Demised  Premises),  or the Building
systems or  structural  components  of the Building  (whether or not the Demised
Premises are directly affected) are substantially  damaged or destroyed and such
damage  or  destruction  is to the  extent  that in the  reasonable  opinion  of
Landlord's architect delivered in writing to both parties within sixty (60) days
after the Damage Date,  the damage  cannot be repaired or restored  within three
hundred sixty-five (365) days after the Damage Date, Landlord may terminate this
Lease by giving  Tenant  notice  within  eighty (80) days after the Damage Date;
provided,  however,  Landlord  agrees  that it will  not  terminate  this  Lease
pursuant to this  subparagraph (b) unless Landlord  terminates the leases of all
tenants of the  Building  whose  premises  (or  access  thereto)  are  similarly
affected by such Casualty.

            (c)  Notwithstanding  anything  contained  in this Article 22 to the
contrary,  if Landlord is obligated to restore the Demised  Premises or any part
of the Project as a result of a Casualty, and (i) if the cost of performing such
restoration exceeds the actual proceeds of insurance paid or payable to Landlord
on account  of such  Casualty  by more than Five  Million  Dollars  ($5,000,000)
("Landlord's  Required  Contribution"),  or (ii) if Landlord's  Mortgagee or the
lessor  under a ground or  underlying  lease shall  require  that any  insurance
proceeds from a Casualty be paid to it and the cost of such restoration  exceeds
the actual  proceeds of  insurance  received  by  Landlord  and not paid to such
Mortgagee or lessor by more than Landlord's Required Contribution,  Landlord may
terminate  this Lease  unless  Tenant,  within  twenty  (20) days  after  demand
therefor, deposits with Landlord a sum of money sufficient to pay the


                                      -30-
<PAGE>

difference  between (y) the cost of  restoration  and (z) the sum of  Landlord's
Contribution  and the  proceeds of the  insurance  received by and  available to
Landlord for such  restoration.  In the event Tenant makes such deposit pursuant
to the  preceding  sentence  in order to avoid the  termination  of this  Lease,
Tenant shall have the right to set off up to One Million Dollars ($1,000,000) of
the amount so deposited by Tenant  against the Rent next  thereafter  coming due
under this Lease.  Landlord  agrees that Landlord will not terminate  this Lease
pursuant to this  subparagraph (c) unless Landlord  terminates the leases of all
tenants of the Building whose premises (or access thereto) is similarly affected
by such Casualty.

            22.1  TENANT'S  TERMINATION  RIGHTS.  If the  Demised  Premises  are
damaged or destroyed by  Casualty,  or if any portion of the Project  other than
the Demised Premises  (including,  without limitation,  the Building or Building
Parking  Facilities)  is damaged by Casualty such that Tenant's use or enjoyment
of or access to the  Demised  Premises or the  Project is  materially  adversely
affected and if, in the  reasonable  opinion of Landlord's  architect,  given in
writing to both  parties  within  sixty (60) days  after the  Damage  Date,  the
Demised  Premises and such other  portions of the Project  cannot be repaired or
restored to the  condition in all material  respects  that existed  prior to the
Casualty  within  three  hundred  sixty-five  (365) days after the Damage  Date,
Tenant may terminate this Lease by giving notice to Landlord  within ninety (90)
days after the Damage  Date.  In addition to the  termination  right  granted to
Tenant  under the  preceding  sentence,  if the Demised  Premises are damaged or
destroyed by Casualty,  or if any portion of the Project  other than the Demised
Premises is damaged by Casualty such that Tenant's use or enjoyment of or access
to the Demised Premises or the Project is materially adversely affected,  and if
the  Demised  Premises  and/or such  portion of the  Project are not  materially
restored by Landlord to the extent  required of Landlord  hereunder on or before
the date which is fourteen (14) months after the Damage Date,  Tenant shall have
the right to terminate  this Lease by giving  written notice thereof to Landlord
on or before the  earlier to occur of (i) the date which is sixteen  (16) months
after  the  Damage  Date,  or (ii)  the date  that  Landlord  has  substantially
completed  the  restoration  of the  Demised  Premises  and any  portion  of the
Building  required  for  access  to the  Demised  Premises,  as the case may be;
provided,  however, that if construction or reconstruction is delayed because of
changes,  deletions or additions in construction requested by Tenant, or because
of Excusable Delays,  the fourteen (14) month period for restoration,  repair or
rebuilding shall be extended for the amount of time Landlord is so delayed,  but
unless the delay is caused by Tenant or its  employees or by Tenant's  agents or
contractors (acting within the scope of their agency or contract), the extension
under this proviso shall not exceed an additional two (2) months.

            If Landlord's  architect shall  determine that the Demised  Premises
and/or  Project  cannot be repaired or restored to the condition in all material
respects  that existed  prior to the Casualty  within three  hundred  sixty-five
(365) days after the Damage  Date,  Landlord's  architect  shall  specify in its
opinion the additional time reasonably required for such repairs or restoration.
In the event Tenant has the right in such  circumstance  to terminate this Lease
pursuant to the preceding grammatical paragraph, but Tenant does not elect to so
terminate this Lease, the fourteen (14) and sixteen (16)-month periods described
in the preceding  paragraph  shall each be extended by such  additional  time so
specified in the opinion of Landlord's architect.

                                      -31-
<PAGE>


            22.2 TERMINATION  RIGHTS DURING LAST TWO (2) YEARS.  Notwithstanding
anything in this Article 22 to the  contrary,  if the Building is  substantially
damaged or  destroyed  by  Casualty at any time during the last two (2) years of
the Lease Term,  and  Landlord  elects not to rebuild and restore the  leasehold
improvements  in the Demised  Premises for Tenant,  then  Landlord may terminate
this Lease upon  notice to the  Tenant  within  sixty (60) days after the Damage
Date provided that if Landlord  exercises  such election to terminate and Tenant
has any  unexercised  option to extend the Lease  Term,  then Tenant may nullify
Landlord's  asserted  termination of this Lease by exercising  Tenant's right to
extend the Lease Term,  pursuant  to Article 53 hereof,  for the  Extended  Term
within thirty (30) days after receipt of Landlord's notice of termination. Also,
notwithstanding  anything  in this  Article  22 to the  contrary,  if either the
Demised  Premises is  materially  damaged or destroyed  by  Casualty,  or if any
portion of the Building or Project  other than the Demised  Premises  (including
the  Building  Parking  Facilities)  is damaged or destroyed by Casualty so that
Tenant's  use or enjoyment  of or access to the Demised  Premises is  materially
adversely  affected,  and such Casualty  occurs during the last two (2) years of
the Lease Term,  Tenant may terminate this Lease upon notice to Landlord  within
thirty  (30)  days  after the  Damage  Date,  provided  that  Tenant  reasonably
determines  that the  continuation  of this  Lease is  impracticable  giving due
consideration to the Lease Term which would remain after restoration.

            22.3  LANDLORD'S  RESTORATION  OBLIGATIONS.If  neither  Landlord nor
Tenant  has  the  right  to  terminate  this  Lease  pursuant  to the  foregoing
provisions of this Article 21, or if the party or parties that have the right to
terminate  this  Lease  do not  exercise  such  right as  hereinabove  provided,
Landlord shall have the property  damaged by such Casualty  repaired or restored
to the condition in all material  respects that existed prior to the Casualty at
the sole expense of the Landlord but  Landlord's  repair  obligations  as to the
leasehold  improvements  shall be limited to the work provided with and paid for
by the Construction Allowance. Tenant shall pay all other costs of repairing the
leasehold  improvements in the Demised Premises.  An equitable abatement in Rent
shall be allowed from the Damage Date for  Tenant's  loss of use or access until
such time that the damage has been repaired or restored in all material respects
to its condition  prior to the Casualty.  Landlord's  architect  shall deliver a
notice to both parties  within sixty (60) days after the Damage Date stating the
time  required to repair and restore the damage  caused by any  Casualty  and if
Landlord is obligated  hereunder  to repair and restore  such  damage,  Landlord
shall use all reasonable efforts in good faith to repair and restore such damage
within the estimated time period,  subject to Tenant's rights under Article 22.2
hereof.

            22.4 LANDLORD'S ARCHITECT;  TERMINATION CONDITIONS.  The opinions of
and notices from  Landlord's  architect  contemplated in Articles 22.1, 22.2 and
22.4  hereof  shall be rendered  or given,  as the case may be, by a  reputable,
qualified,  licensed  architect  selected  by  Landlord.  In  the  event  of any
termination  of this Lease by either  party  pursuant  to this  Article 22, Base
Rental,  Tenant's Forecast Additional Rental, and Tenant's Additional Rental and
any other payments due hereunder  shall be  apportioned  and paid to the date of
termination  and Tenant shall vacate the Demised  Premises as soon as reasonably
possible  following  the date of such  termination  (but in no event  later than
thirty  [30] days  after  Tenant is  permitted  access to the  Demised  Premises
following  termination);  provided,  however,  that those  matters of this Lease
which are designated to cover matters of termination  and the period  thereafter
shall survive the termination hereof.

                                      -32-
<PAGE>

            22.5  REAFFIRMATION OF LEASE.  Upon the occurrence of any damage to,
or destruction of the Demised  Premises or any portion of the Project other than
the  Demised  Premises  which  materially,  adversely  affects  Tenant's  use or
enjoyment  of, or access to, the  Demised  Premises,  and  provided  that either
Tenant does not have the right  hereunder to terminate this Lease as a result of
such damage or Tenant does have the right  hereunder to terminate this Lease but
has elected not to (or has failed to) terminate  this Lease as provided  herein,
Tenant shall, within ten (10) Business Days after receipt by Tenant of a written
request  therefor  from  Landlord  and the  receipt by Tenant  from  Landlord or
Landlord's  architect,  as the case may be, of all notices,  elections and other
information  Tenant  may  reasonably  require  in  order  to make  any  election
permitted under this Article 22, provide  Landlord with a written  reaffirmation
of this Lease,  including an acknowledgment  that Tenant does not have the right
to terminate  this Lease as a result of such damage or that Tenant had the right
to terminate this Lease but has elected not to (or has failed to) terminate this
Lease as herein provided.

         23. INTENTIONALLY DELETED.

         24. SERVICES BY LANDLORD.  Landlord shall provide the Building Standard
Services  described on EXHIBIT "E" attached  hereto and by reference made a part
hereof. Any services requested or required to be supplied to Tenant in excess of
the Building  Standard  Services  shall be at Tenant's sole cost and expense and
shall be paid for by Tenant  promptly upon invoice  therefor,  which invoice may
include Landlord's  administrative costs and a fee of ten percent (10%) for such
provision.  Except as may be expressly provided elsewhere in this Lease, nothing
herein shall be deemed to require  Landlord to provide to Tenant any services in
excess of the Building Standard Services.

         25. ATTORNEYS' FEES AND HOMESTEAD.  If either party commences an action
against the other arising out of or in connection with the Lease, the prevailing
party shall be entitled to recover from the losing party  reasonable  attorney's
fees and costs of suit.  Tenant waives all homestead rights and exemptions which
it may have under any law as against any obligation  owing under this Lease, and
assigns to Landlord its  homestead  and  exemptions  to the extent  necessary to
secure payment and  performance of its covenants and  agreements  hereunder.  If
Tenant  files a voluntary  petition  under any Chapter of Title 11 of the United
States Code,  or if an  involuntary  petition is filed  against  Tenant  seeking
relief  under  any  Chapter  of  Title  11 of the  United  States  Code,  Tenant
acknowledges  that Landlord may, at its option,  retain an attorney to represent
Landlord in such bankruptcy case.

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

                                      -33-
<PAGE>

         27. SUBORDINATION AND ATTORNMENT.

            (a) Tenant agrees that this Lease and all rights of Tenant hereunder
are and shall be subject and subordinate to any ground or underlying lease which
may now or  hereafter  be in  effect  regarding  the  Project  or any  component
thereof,  to any mortgage now or hereafter  encumbering the Demised  Premises or
the Project or any  component  thereof,  to all advances made or hereafter to be
made upon the security of such ground or  underlying  lease or mortgage,  to all
amendments,   modifications,    renewals,   consolidations,    extensions,   and
restatements  of  such  ground  or  underlying  lease  or  mortgage,  and to any
replacements and substitutions for such mortgage;  provided,  however, that as a
condition to Tenant subordinating to any such mortgage or ground lease, Landlord
shall  obtain  and  deliver  to Tenant  from any  present  or future  mortgagee,
trustee,  fee  owner,  prime  lessor or any  person  having an  interest  in the
Premises  superior  to  this  Lease  (a  "Superior   Interest")  a  commercially
reasonable  written  subordination and  non-disturbance  agreement in recordable
form,  as  specified in Article  27(b) below,  which does not amend the terms of
this Lease.  Landlord shall,  simultaneously with the placing of any mortgage on
the Building,  the Land, or the Project,  provide  Tenant with a fully  executed
subordination  and  non-disturbance  agreement in recordable  form and otherwise
reasonably  satisfactory to Tenant from all parties holding a Superior Interests
in the Property.  Landlord  represents and warrants that, as of the date hereof,
there is no Superior  Interest  with respect to this Lease.  Upon request of any
party in interest, Tenant shall execute promptly (but in any event within twenty
(20)  days of  request  therefor)  such  instrument  or  certificates  as may be
reasonably required to carry out the intent hereof,  whether said requirement is
that of Landlord or any other party in interest,  including, without limitation,
any ground lessor or mortgagee.

            (b) Tenant  agrees that within twenty (20) days after a request from
Landlord or from the holder or proposed  holder of any  Mortgage,  Tenant  shall
subordinate  its  interest  under  this  Lease  to the lien or  interest  of any
Mortgage which may hereafter be executed in any amount for which the Building or
Landlord's  interest or estate in the  Building is  specified  as  security,  by
executing   a   Subordination,    Non-Disturbance   and   Attornment   Agreement
substantially  in the form attached  hereto as EXHIBIT "K" and by this reference
made a part hereof;  provided,  however,  such subordination is conditioned upon
the holder of any such Mortgage and Landlord  executing in  recordable  form and
delivering  said  Subordination,  Non-Disturbance  and  Attornment  Agreement to
Tenant.  Tenant agrees to make such reasonable  modifications  to EXHIBIT "K" as
Landlord's  lenders  may  request;  provided,  that,  in  Tenant's  commercially
reasonable opinion,  any such modification does not change the economic terms of
this Lease in a manner  adverse to  Tenant's  position  and does not  materially
impair   Tenant's   other   rights  under  this  Lease  or  under  the  form  of
Subordination,  Non-disturbance and Attornment Agreement.  Tenant shall have the
right to modify or correct any  certificate  or warranty  contained in such form
which would otherwise be incorrect.


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

                                      -34-
<PAGE>


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

         28.  ESTOPPEL  CERTIFICATES.  Within  twenty  (20) days  after  request
therefor  by  Landlord,  Tenant  agrees to execute  and  deliver to  Landlord in
recordable form an estoppel certificate addressed to Landlord,  any mortgagee or
assignee of Landlord's interest in, or purchaser of, the Demised Premises or the
Building or any part thereof,  certifying  (if such be the case) that this Lease
is  unmodified  and is in  full  force  and  effect  (and  if  there  have  been
modifications, that the same is in full force and effect as modified and stating
said  modifications);  certifying that to Tenant's actual knowledge there are no
defenses or offsets


                                      -35-
<PAGE>

against the enforcement thereof or stating those claimed by Tenant;  stating the
date to which Rent and other  charges  have been paid;  and  certifying  that to
Tenant's actual knowledge there are no events of default or events or conditions
which,  with the  giving  of  notice or  passage  of time,  would be an event of
default  under  this  Lease.  Such  certificate  shall also  include  such other
information as may reasonably be required by such mortgagee, proposed mortgagee,
assignee,  purchaser or  Landlord.  Any such  certificate  may be relied upon by
Landlord, any mortgagee,  proposed mortgagee,  assignee, purchaser and any other
party to whom such certificate is addressed.

         29. NO ESTATE. This Lease shall create the relationship of landlord and
tenant  only  between  Landlord  and  Tenant  and no  estate  shall  pass out of
Landlord.  Tenant shall have only an usufruct,  not subject to levy and sale and
not assignable in whole or in part by Tenant except as herein provided.

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

         31. HOLDING OVER.

                  (a)  Subject to the terms of Article  31(b)  below,  if Tenant
         remains in possession after expiration or termination of the Lease Term
         with or without  Landlord's  written  consent,  Tenant  shall  become a
         tenant-at-sufferance,  and there  shall be no  renewal of this Lease by
         operation  of law.  During the  period of any such  holding  over,  all
         provisions  of this Lease shall be and remain in effect except that the
         monthly  rental  shall be 150% of the amount of Base Rental  (including
         any adjustments as provided herein),  plus Tenant's  Additional Rental,
         payable for the last full calendar  month of the Lease Term,  including
         renewals or extensions. The inclusion of the preceding sentence in this
         Lease shall not be construed as  Landlord's  consent for Tenant to hold
         over. Such holdover rent shall be Landlord's sole and exclusive damages
         for any such  holdover,  for the  first  three  (3)  months of any such
         holdover.

                  (b) Provided  Tenant does not exercise the right to extend the
         Lease Term for the Extended  Term,  and provided that Tenant shall give
         twelve (12) months prior written  notice to Landlord of its election to
         do so,  Tenant  shall  have the right to remain  in  possession  of the
         Demised  Premises  after the  expiration  of the Lease Term for a fixed
         period  specifically  designated in Tenant's notice,  but not to exceed
         six (6) months.  During such fixed period designated by Tenant (but not
         to exceed six [6] months),  all  provisions  of this Lease shall be and
         remain in effect,  except  that the monthly  Base  Rental  shall be one
         hundred  and ten  percent  (110%) of the amount of monthly  Base Rental
         payable for the last full calendar month of the Lease Term.


         32. SURRENDER OF PREMISES.  Upon the expiration or other termination of
this Lease, Tenant shall quit and surrender to Landlord the Demised Premises and
every part thereof and all  alterations,  additions  and  improvements  thereto,
broom clean and in good condition and state of repair, reasonable wear and tear,
damage due to Casualty and Condemnation which is not


                                      -36-
<PAGE>

Tenant's responsibility to repair or restore,  excepted. Tenant shall remove all
personalty  and  equipment  not  attached to the Demised  Premises  which it has
placed upon the Demised Premises,  and Tenant shall restore the Demised Premises
to the condition immediately preceding the time of placement thereof, reasonable
wear and tear and damage to  Casualty  and  Condemnation  which is not  Tenant's
responsibility  to repair or restore,  excepted.  At Landlord's  option,  Tenant
shall also be responsible for removing all wires and cables  installed by Tenant
in the Demised  Premises and other  portions of the  Building to serve  Tenant's
telecommunications and computer systems in the Demised Premises, and the removal
of such wires and  cables  shall be  effected  by Tenant  without  damage to the
Building and without interference with the business or operations of Landlord or
any other tenant of the  Building.  If Tenant shall fail or refuse to remove all
of Tenant's effects,  personalty and equipment from the Demised Premises and the
Building  upon  the  expiration  or  termination  of this  Lease  for any  cause
whatsoever or upon the Tenant being dispossessed by process of law or otherwise,
such  effects,  personalty  and  equipment  shall be deemed  conclusively  to be
abandoned and may be appropriated, sold, stored, destroyed or otherwise disposed
of by Landlord  without  written notice to Tenant or any other party and without
obligation to account for them.  Tenant shall pay Landlord on demand any and all
expenses  incurred  by  Landlord  in the  removal of such  property,  including,
without limitation,  the cost of repairing any damage to the Building or Project
caused by the removal of such property and storage  charges (if Landlord  elects
to store such  property).  The covenants and conditions of this Article 32 shall
survive any expiration or termination of this Lease.

         33.  NOTICES.  All notices  required or permitted to be given hereunder
shall be in writing  and may be  delivered  in person to either  party or may be
sent by courier,  recognized  national  overnight  delivery service or by United
States Mail,  certified,  return receipt  requested,  postage prepaid.  Any such
notice shall be deemed received by the party to whom it was sent (i) in the case
of personal delivery, courier delivery or recognized overnight delivery service,
on the date of delivery to such party,  and (ii) in the case of certified  mail,
the date receipt is  acknowledged  on the return  receipt for such  notice,  and
(iii) if  delivery is rejected  or refused or the  courier,  overnight  delivery
service or U.S.  Postal  Service is unable to  deliver  same  because of changed
address of which no notice  was given  pursuant  hereto,  the first date of such
rejection,  refusal or inability to deliver. All such notices shall be addressed
to Landlord or Tenant at their  respective  address set forth  hereinabove or at
such other address as either party shall have theretofore  given to the other by
notice as herein provided. Tenant hereby designates and appoints as its agent to
receive  notice of all  dispossessory  or  distraint  proceedings  and all other
notices required under this Lease, the chief financial  officer,  at the Demised
Premises,  or,  if such  person  is not  available,  then  another  person  with
authority to accept service of process, at the Demised Premises.

         34. DAMAGE OR THEFT OF PERSONAL PROPERTY. All personal property brought
into Demised  Premises by Tenant,  or Tenant's  employees or business  visitors,
shall be at the risk of Tenant only,  and Landlord shall not be liable for theft
thereof or any damage thereto  occasioned by any act of  co-tenants,  occupants,
invitees or other users of the Building or any other  person,  unless  liability
would arise under the express terms of Article 37(b) herein.  Landlord shall not
at any  time be  liable  for  damage  to any  property  in or upon  the  Demised
Premises, which results from power surges or other deviations from the constancy
of the electrical service or from gas,


                                      -37-
<PAGE>

smoke,  water,  rain,  ice or snow which  issues or leaks from or forms upon any
part of the Building or from the pipes or plumbing work of the same, or from any
other place  whatsoever,  unless  arising  under the express terms of Article 37
herein.

         35. EMINENT DOMAIN.

                  (a) If all or part of the Demised  Premises shall be taken for
         any public or  quasi-public  use by virtue of the exercise of the power
         of eminent  domain or by private  purchase in lieu thereof,  this Lease
         shall terminate as to the part so taken as of the date of taking,  and,
         in the case of a partial  taking,  either Landlord or Tenant shall have
         the right to  terminate  this Lease as to the  balance  of the  Demised
         Premises by written  notice to the other within  thirty (30) days after
         such date;  provided,  however,  that a  condition  to the  exercise by
         Tenant of such  right to  terminate  shall be that the  portion  of the
         Demised Premises taken shall be of such extent and nature as materially
         to  handicap,  impede  or impair  Tenant's  use of the  balance  of the
         Demised  Premises  for its normal  business  operations.  If title to a
         portion of the  Building  or  Project is taken  (even if no part of the
         Demised  Premises  is taken)  and such  taking  results  in a  material
         adverse affect to Tenant's use and occupancy of the Demised Premises or
         Tenant's  access to the  Building  Parking  Facilities  or the  Demised
         Premises (and Landlord does not alleviate the effects of such taking by
         repairs  or  replacements  made  within a  reasonable  time  after such
         taking),  Tenant may terminate  this Lease by written notice thereof to
         Landlord within  seventy-five  (75) days after the date of such taking;
         provided,  however,  Landlord may nullify such termination by Tenant by
         giving  written  notice to Tenant within ten (10) days after receipt of
         such  termination  notice that such material  adverse affect will be so
         alleviated  as soon as  reasonably  possible,  and in any event  within
         three hundred  fifty-five (355) days of the date of such  nullification
         notice.  If title to so much of the Building is taken that a reasonable
         amount of reconstruction thereof will not in Landlord's sole discretion
         result in the Building  being a practical  improvement  and  reasonably
         suitable for use for the purpose for which it is designed, and provided
         Landlord  elects  not  to  reconstruct  the  remaining  portion  of the
         Building  for  general  office  use and  terminates  the  leases of all
         tenants of the Building whose premises (or any portion  thereof) are so
         taken,  then Landlord  shall have the right to terminate  this Lease by
         written  notice to Tenant within sixty (60) days after the date of such
         taking.

                  (b) If the Demised Premises or Tenant's access to the Building
         Parking  Facilities  or to the  Demised  Premises  are  not  materially
         repaired or  restored  within two (2) months  after the 365-day  period
         referred to in subparagraph  (a) above,  Tenant shall have the right to
         terminate this Lease by giving written notice thereof to Landlord on or
         before  the  earlier  to occur of (i) the date which is four (4) months
         after the 365-day period referred to in subparagraph  (a) above or (ii)
         the date  that  Landlord  has  substantially  completed  the  repair or
         restoration of the Demised  Premises or Tenant's access to the Building
         Parking Facilities and Demised Premises;  provided, however, if repairs
         or restoration is delayed because of changes, deletions or additions in
         construction  requested by Tenant, or because of Excusable Delays,  the
         foregoing  period for repair and restoration  shall be extended for the
         amount of time  Landlord is so delayed,  but unless the delay is caused
         by Tenant,  its agents,  contractors or employees,  the extension under
         this proviso shall not exceed an additional sixty (60) days.

                                      -38-
<PAGE>


                  If  Landlord  shall  determine  that the  Demised  Premises or
         Tenant's  access to the Building  Parking  Facilities or to the Demised
         Premises  cannot be repaired or restored as required of Landlord herein
         within the 365-day period referred to in subparagraph  (a) above,  will
         specify in a notice to Tenant the additional time  reasonably  required
         for such repairs and restorations. In the event Tenant has the right in
         such  circumstance  to terminate  this Lease  pursuant to the preceding
         grammatical  paragraph  of this  subparagraph  (b), but Tenant does not
         elect to so  terminate  this  Lease,  the two (2) and  four  (4)  month
         periods described in the preceding  grammatical paragraph shall each be
         extended by such additional time so specified in Landlord's notice.

                  (c) If this Lease is terminated  under the  provisions of this
         Article 35, Rent shall be  apportioned  and  adjusted as of the date of
         termination. Tenant shall have no claim against Landlord or against the
         condemning  authority for the value of any leasehold  estate or for the
         value of the  unexpired  Lease  Term  (and  Tenant  hereby  assigns  to
         Landlord  any  right or  interest  to any  award  applicable  thereto),
         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 subparagraph (e) below.

                  (d) If  there  is a  partial  taking  of the  Building  and/or
         Building Parking Facilities and this Lease is not thereupon  terminated
         under the  provisions  of this Article 35, then this Lease shall remain
         in full force and effect, and Landlord shall,  within a reasonable time
         thereafter, repair or reconstruct the remaining portion of the Building
         and/or Building Parking  Facilities to the extent necessary to make the
         same a complete architectural unit; provided that in complying with its
         obligations  hereunder  Landlord  shall not be  required to expend more
         than the net  proceeds  of the  condemnation  award  which  are paid to
         Landlord and available to Landlord for repair and  reconstruction  plus
         Landlord's  Required  Contribution.  If the  portion  of the  Building,
         Building  Parking  Facilities or the Demised Premises taken shall be of
         such extent and nature as substantially  to handicap,  impede or impair
         the  conduct of Tenant's  business in the Demised  Premises or Tenant's
         access  thereto and Landlord  does not restore the  Building,  Building
         Parking  Facilities and Demised Premises as set forth above because the
         amount of  condemnation  award paid to Landlord is insufficient by more
         than  Landlord's  Required  Contribution  or  because  the  holder of a
         Mortgage  demands and  retains all or any portion of such  condemnation
         award for  reduction of the debt secured by such  Mortgage and the cost
         of reconstruction  will exceed the portion of such  condemnation  award
         available  to  Landlord  for  reconstruction  by more  than  Landlord's
         Required  Contribution,  either party shall have the right to terminate
         this Lease until such time as, if ever, Landlord commences restoration,
         and upon commencing such restoration,  Landlord agrees to complete same
         within a reasonable time  thereafter.  In the event Tenant is unable to
         operate its business in the Demised  Premises or any portion thereof as
         a result of Landlord's  restoration of the Building as provided herein,
         then Base  Rental,


                                      -39-
<PAGE>

         Tenant's  Forecast  Additional  Rental and Tenant's  Additional  Rental
         under this Lease shall abate in  proportion  that the Demised  Premises
         are unusable until the entire Demised Premises (or portion thereof that
         was rendered unusable) are again usable.

                  (e) All compensation  awarded or paid to Landlord upon a total
         or partial taking of the Demised  Premises or the Building shall belong
         to and be the property of Landlord without any participation by Tenant.
         Nothing herein shall be construed to preclude  Tenant from  prosecuting
         any  claim  directly  against  the  condemning  authority  for  loss of
         business,  for  damage  to, and cost of  removal  of,  trade  fixtures,
         furniture and other personal property  belonging to Tenant, and for the
         unamortized  cost of  leasehold  improvements  to the extent  same were
         installed  at  Tenant's  expense  (and  not with  the  proceeds  of the
         Improvement  Allowance),  provided,  however,  that no such claim shall
         diminish or adversely affect Landlord's award. Tenant shall not have or
         assert a claim  for the  value  of any  unexpired  term of this  Lease.
         Subject to the foregoing  provisions of this  subparagraph  (e), 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.

                  (f) Notwithstanding anything to the contrary contained in this
         Article, if, during the Lease Term, the use or occupancy of any part of
         the  Building or the Demised  Premises  shall be taken or  appropriated
         temporarily for any public or quasi-public  use under any  governmental
         law,  ordinance,  or regulations,  or by right of eminent domain,  this
         Lease shall be and remain  unaffected  by such taking or  appropriation
         and Tenant shall continue to pay in full all Rent payable  hereunder by
         Tenant  during  the  Lease  Term.  In the  event of any such  temporary
         appropriation  or taking,  Tenant  shall be  entitled  to receive  that
         portion of any award which represents  compensation for the loss of use
         or  occupancy  of the  Demised  Premises  during  the Lease  Term,  and
         Landlord  shall be entitled to receive  that portion of any award which
         represents the cost of restoration and compensation for the loss of use
         or occupancy of the Demised  Premises  after the end of the Lease Term.
         Notwithstanding  the foregoing,  if any such  temporary  taking is of a
         material  portion of the Demised  Premises and  continues for more than
         one (1) year,  Tenant shall have the right to  terminate  this Lease by
         written notice to Landlord at any time during the  continuation of such
         temporary taking.

                  (g) If  there  is a  partial  taking  of the  Building  or the
         Building Parking Facilities and this Lease is not thereupon  terminated
         under the  provisions  of this Article,  Tenant shall,  within ten (10)
         days  after  receipt  by  Tenant  of a written  request  therefor  from
         Landlord,  provide Landlord with a written reaffirmation of this Lease,
         including  an  acknowledgment  that  Tenant  does not have the right to
         terminate  this Lease as a result of such taking or that Tenant had the
         right to terminate this Lease but has elected not to (or has failed to)
         terminate this Lease as herein provided.

         36. PARTIES. The term "Landlord",  as used in this Lease, shall include
Landlord and its assigns and successors.  It is hereby  covenanted and agreed by
Tenant that should  Landlord's  interest in the Demised  Premises cease to exist
for any reason during the Lease Term, then notwithstanding the happening of such
event, this Lease nevertheless shall remain in full force and effect, and Tenant
hereby  agrees to attorn to the then  owner of the  Demised  Premises.  The term
"Tenant"  shall  include  Tenant  and  its  heirs,  legal   representatives  and
successors, and shall


                                      -40-
<PAGE>

also include Tenant's  assignees and sublessees,  if this Lease shall be validly
assigned or the Demised Premises sublet for the balance of the Lease Term or any
renewals or extensions  thereof.  In addition,  Landlord and Tenant covenant and
agree that Landlord's right to transfer or assign Landlord's  interest in and to
the Demised Premises, or any part or parts thereof,  shall be unrestricted,  and
that in the event of any such transfer or assignment by Landlord  which includes
the Demised Premises,  so long as such assignee or transferee assumes in writing
all of  Landlord's  obligations  hereunder,  Landlord's  obligations  to  Tenant
hereunder  shall cease and  terminate,  and Tenant shall look only and solely to
Landlord's assignee or transferee for performance thereof.

         37.  INDEMNIFICATIONS BY TENANT AND LANDLORD. (a) Subject to Article 17
and 18  above,  Tenant  hereby  indemnifies  Landlord  from and  agrees  to hold
harmless Landlord against, any and all liability, loss, cost, damage or expense,
including,  without  limitation,  court costs and reasonable,  actual attorney's
fees,  incurred or suffered by Landlord arising out of or resulting from (i) any
gross  negligence  of willful  misconduct  of Tenant or Tenant's  Agents  acting
within the scope of their respective agency or employment,  except to the extent
resulting  from the  negligence or willful  misconduct of Landlord or Landlord's
Agents,  or (ii) any damage to  property or injury or death to any person in the
Demised Premises regardless of cause (unless caused by the negligence or willful
misconduct of Landlord or Landlord's Agents).

                  (b) Subject to the  provisions  of  Articles  17, 18 and 41 of
         this  Lease,  and  subparagraph  (e) of EXHIBIT  "E",  Landlord  hereby
         indemnifies  Tenant from, and agrees to hold Tenant  harmless  against,
         any and all  liability,  loss,  cost,  damage  or  expense,  including,
         without  limitation,   court  costs  and  reasonable  attorney's  fees,
         incurred  or suffered by Tenant  arising out of or  resulting  from the
         gross  negligence  or  willful  misconduct  of  Landlord,   or  any  of
         Landlord's  employees  or  agents  acting  within  the  scope  of their
         respective agency or employment, but excepting those resulting from the
         negligence or willful misconduct of Tenant, or Tenant's Agents.

                  (c) The  provisions  of this  Article  37  shall  survive  any
         termination of this Lease.

         38. RELOCATION OF THE PREMISES. Intentionally Deleted.

         39.  ABANDONMENT  OF THE PREMISES.  The  abandonment or vacation of the
Demised  Premises  shall not be an event of default by Tenant  under this Lease,
but in the event Tenant shall abandon or vacate the Demised Premises, unless due
to a casualty,  condemnation or remodeling (which remodeling is being diligently
prosecuted), Landlord may, at any time while such abandonment or vacation of the
Demised  Premises  has  existed  for a period of in excess of ninety  (90) days,
notify Tenant of  Landlord's  election to terminate  this Lease,  in which event
this Lease shall  terminate  on the date so  selected by Landlord in  Landlord's
written  election  to  terminate  this  Lease,  and on the date so set  forth in
Landlord's  written  election,  this Lease shall terminate and come to an end as
though the date selected by Landlord were the last day of the natural expiration
of the Lease Term; provided,  however,  that no such termination shall affect or
limit any  obligations  or  liabilities of Tenant arising or accruing under this
Lease prior to the


                                      -41-
<PAGE>

effective  date of any such  termination;  and provided  further that Tenant may
rescind  Landlord's  election by (i) notifying  Landlord in writing,  within ten
(10) days after receipt of Landlord's  written election to terminate this Lease,
that Tenant will reoccupy the Demised Premises for business purposes and (ii) in
fact, so reoccupying  the Demised  Premises for business  purposes  within sixty
(60) days thereafter.

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

         41.  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
Landlord's interest in and to the Project for satisfaction of Tenant's remedies,
if any. For purposes hereof,  Landlord's  interest in the Project shall mean (a)
Landlord's  ownership interest in the Project, (b) all of Landlord's interest in
all condemnation  awards and insurance proceeds  pertaining to the Project,  and
(c) all rents and profits derived from the ownership  and/or sale of the Project
(or any portion thereof), after the date of any notice of default from Tenant to
Landlord which is not subsequently cured. 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 the Project.  In no event shall any partner
of Landlord  nor any member or joint  venturer  in  Landlord,  nor any  officer,
director  or  shareholder  of  Landlord  or any such  partner,  member  or joint
venturer of Landlord be personally  liable with respect to any of the provisions
of this Lease.

         42.  LANDLORD'S  COVENANT OF QUIET ENJOYMENT.  Provided Tenant performs
the terms,  conditions and covenants of this Lease within any applicable  notice
and cure  periods,  and  subject to the terms and  provisions  hereof,  Landlord
covenants and agrees to take all  necessary  steps to secure and to maintain for
the benefit of Tenant the quiet and peaceful possession of the Demised Premises,
for the Lease Term, without  hindrance,  claim or molestation by Landlord or any
other person lawfully claiming by, through or under Landlord.

         43. SECURITY DEPOSIT. INTENTIONALLY DELETED.

         44. HAZARDOUS  SUBSTANCES.  (a) Tenant hereby covenants and agrees that
Tenant shall not introduce or permit any of its employees, agents or contractors
to introduce any "Hazardous Substances" (as hereinafter defined) in, on or under
the Project or any part thereof,


                                      -42-
<PAGE>

except for Hazardous  Substances as are commonly and legally used or stored as a
consequence of using the Demised Premises for general office and  administrative
purposes,  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 applicable  governmental  rules
and regulations  concerning the use,  storage,  production,  transportation  and
disposal of such  Hazardous  Substances.  Promptly  upon  receipt of  Landlord's
request,  Tenant shall submit to Landlord true and correct copies of any reports
filed by Tenant with any governmental or quasi-governmental  authority regarding
the  generation,  placement,  storage,  use,  treatment or disposal of Hazardous
Substances  on or about the Demised  Premises.  Tenant also agrees to  cooperate
with Landlord and to provide access by Landlord and  Landlord's  representatives
to any Tenant's  records with  respect to the Demised  Premises  relating to any
assessment  of the  environmental  condition  of the  Demised  Premises  and the
generation,   placement,  storage,  use,  treatment  or  disposal  of  Hazardous
Substances  on or about the Demised  Premises.  For purposes of this Article 44,
"Hazardous  Substances" shall mean and include those elements or compounds which
are contained in the list of Hazardous  Substances  adopted by the United States
Environmental  Protection  Agency  (EPA)  or in any  list  of  toxic  pollutants
designated  by  Congress or the EPA or which are  defined as  hazardous,  toxic,
pollutant,  infectious  or  radioactive  by any  other  federal,  state or local
statute,  law, ordinance,  code, rule,  regulation,  order or decree regulating,
relating  to  or  imposing  liability  (including,  without  limitation,  strict
liability) or standards of conduct concerning, any hazardous, toxic or dangerous
waste,  substance  or  material,  as now or at any time  hereinafter  in  effect
(collectively  "Environmental Laws"). Tenant hereby agrees to indemnify Landlord
and hold  Landlord  harmless  from and against any and all losses,  liabilities,
including strict liability,  damages, injuries,  expenses,  including reasonable
attorneys'  fees,  costs of  settlement  or judgment and claims of any and every
kind whatsoever paid, incurred or suffered by, or asserted against,  Landlord by
any person,  entity or governmental  agency for, with respect to, or as a direct
or indirect result of, the introduction by Tenant or Tenant's employees,  agents
or  contractors  of  any  Hazardous  Substances  in,  on or  under  the  Project
(including,  without  limitation,  any  losses,  liabilities,  including  strict
liability,  damages, injuries,  expenses,  including reasonable attorneys' fees,
costs of any  settlement  or  judgment or claims  asserted or arising  under the
Comprehensive Environmental Response, Compensation and Liability Act ["CERCLA"],
any so-called  federal,  state or local  "Superfund" or "Superlien"  laws or any
other Environmental  Law);  provided,  however,  that the foregoing indemnity is
limited to matters  arising  solely  from  Tenant's  violation  of the  covenant
contained in this Article.  The  obligations  of Tenant under this Article shall
survive any expiration or termination of this Lease.

         (b) Landlord  does hereby  represent and warrant to Tenant that, to the
best  of  Landlord's  actual  knowledge,  neither  the  Land  nor  the  existing
improvements  thereon  contain any  Hazardous  Substances as of the date of this
Lease except for Hazardous Substances as are commonly and legally used or stored
as a  consequence  of  maintaining  and  operating  improvements  of the  nature
currently  located  on the Land or as  exist in  legally  compliant  DE  MINIMUS
amounts in the Land's natural condition;  provided,  however, sampling performed
by Landlord has indicated the presence of certain gasoline  constituents in soil
and  groundwater  on the  Land,  as  set  forth  in a  Report  of  Environmental
Consulting  Services by MACTEC  Environmental  and  Consulting  Services,  dated
October 7, 2004.  Based on MACTEC's


                                      -43-
<PAGE>

investigation,  the primary source of such gasoline constituents appears to be a
former gas station, located across Piedmont Road from the Land. This gas station
is  closed,  and  received  a  "no  further  action  letter"  from  the  Georgia
Environmental Protection Division ("EPD") in April 2000. Written notification of
the detection was provided to EPD on November 30, 2004. In response EPD issued a
letter,  dated  January  13,  2005,  stating  that it has no reason to believe a
release  exceeding a reportable  quantity has occurred on the Land, and that the
Land  theretofore  will not be listed on the Hazardous  Site  Inventory.  To the
extent  further  action on such  matter is  required,  the cost of such  further
action shall not be included in  Operating  Expenses  under this Lease  Landlord
further  hereby  covenants and agrees that Landlord and its employees  shall not
generate,  place, hold, store, use, treat or dispose of, nor will Landlord allow
or permit the  generation,  placement,  storage,  use,  treatment or disposal by
Landlord's  agents or  contractors  (acting  within the scope of their agency or
contract) of, any Hazardous Substances at the Project or any part thereof during
the Lease Term except for Hazardous  Substances  customary for office  buildings
and then only in compliance  with  Environmental  Laws. In the event Landlord is
required  under any  Environmental  Laws to remove or  remediate  any  Hazardous
Substances at the Project, Landlord shall comply (or cause compliance) with such
requirement.  Subject to Article 37 hereof,  Landlord hereby agrees to indemnify
Tenant  and  hold  Tenant   harmless  from  and  against  any  and  all  losses,
liabilities,  including strict liability, damages, injuries, expenses, including
reasonable  attorney's  fees,  costs of settlement or judgment and claims of any
and every kind whatsoever  paid,  incurred or suffered by, or asserted  against,
Tenant by any Person for, with respect to, or as a direct or indirect result of,
the  generation,  placement,  storage,  use,  treatment or disposal of Hazardous
Substances at the Project by Landlord or its employees,  or by Landlord's agents
or contractors acting within the scope of their agency or contract.

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

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

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

                                      -44-
<PAGE>

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

         49. BROKER.  CW has represented  Tenant in this transaction and CPI and
CB have  represented  Landlord  in this  transaction.  Broker(s)  (as defined in
Article 1[q]) (are) entitled to a leasing  commission from Landlord by virtue of
this Lease,  which leasing  commission shall be paid by Landlord to Broker(s) in
accordance  with  the  terms  of  a  separate  agreement  between  Landlord  and
Broker(s). Tenant hereby authorizes Broker(s) and Landlord to identify Tenant as
a tenant of the  Building  and to state the amount of space  leased by Tenant in
advertisements  and  promotional  materials  relating  to the  Building.  Tenant
represents  and warrants to Landlord  that (except with respect to any Broker[s]
identified  in  Article  1[o]   hereinabove)   no  broker,   agent,   commission
salesperson,  or other person has represented Tenant in the negotiations for and
procurement  of this Lease and of the Demised  Premises  and that  (except  with
respect to any Broker[s] identified in Article 1[q] hereinabove) no commissions,
fees, or compensation of any kind are due and payable in connection  herewith to
any broker, agent,  commission  salesperson,  or other person as a result of any
act or  agreement  of  Tenant.  Tenant  agrees to  indemnify  and hold  Landlord
harmless from all loss,  liability,  damage,  claim,  judgment,  cost or expense
(including  reasonable  attorneys' fees and court costs) suffered or incurred by
Landlord as a result of a breach by Tenant of the  representation  and  warranty
contained  in the  immediately  preceding  sentence  or as a result of  Tenant's
failure  to pay  commissions,  fees,  or  compensation  due to  any  broker  who
represented  Tenant,  whether or not disclosed,  or as a result of any claim for
any fee,  commission or similar  compensation with respect to this Lease made by
any broker, agent or finder (other than the Broker[s] identified in Article 1[q]
hereinabove)  claiming to have dealt with  Tenant,  whether or not such claim is
meritorious.  At  Landlord's  request,  Tenant  shall  cause any agent or broker
representing Tenant to execute a lien waiver to and for the benefit of Landlord,
waiving any and all lien rights with respect to the Building and Land which such
agent or broker has or might have under Georgia law.

         50.  GOVERNING  LAW. The laws of the State of Georgia  shall govern the
validity, performance and enforcement of this Lease.

         51. SPECIAL  STIPULATIONS.  The special stipulations attached hereto as
EXHIBIT "H" are hereby incorporated herein by this reference as though fully set
forth.

         52. AUTHORITY. If Tenant executes this Lease as a corporation,  each of
the persons  executing  this Lease on behalf of Tenant  does  hereby  personally
represent and warrant that Tenant is a duly incorporated or a duly qualified (if
a foreign  corporation)  corporation and is fully authorized and qualified to do
business  in the State in which  the  Demised  Premises  are  located,  that the
corporation has full right and authority to enter into this Lease, and that each
person signing on behalf of the corporation is an officer of the corporation and
is  authorized  to sign on  behalf  of the  corporation.  If  Tenant  signs as a
partnership,  joint venture, limited liability company or sole proprietorship or
other business entity (each being herein called  "Entity"),  each of the persons
executing on behalf of Tenant does hereby  covenant and warrant that Tenant is a
duly authorized and existing Entity, that Tenant has full right and authority to
enter into this


                                      -45-
<PAGE>

Lease,  that all  persons  executing  this  Lease on  behalf of the  Entity  are
authorized  to do so on behalf of the Entity,  and that such  execution is fully
binding upon the Entity and its partners,  joint venturers, or principal, as the
case may be.  Upon the request of  Landlord,  Tenant  shall  deliver to Landlord
documentation  satisfactory to Landlord evidencing Tenant's compliance with this
Article,  and Tenant agrees to promptly  execute all  necessary  and  reasonable
applications or documents as reasonably  requested by Landlord,  required by the
jurisdiction in which the Demised Premises is located, to permit the issuance of
necessary permits and certificates for Tenant's use and occupancy of the Demised
Premises.

         53. FINANCIAL STATEMENTS. Upon Landlord's written request therefor, but
not more often than once per year, and only if such information is not otherwise
available in the public domain  through  other  sources,  Tenant shall  promptly
furnish to Landlord a financial  statement  with  respect to Tenant for its most
recent fiscal year prepared in accordance  with  generally  accepted  accounting
principles  and  certified  to be true and  correct by Tenant,  which  statement
Landlord  agrees to keep  confidential  and not use  except in  connection  with
proposed sale or loan transactions.

         54.  JOINT AND SEVERAL  LIABILITY.  If Tenant  comprises  more than one
person, corporation, partnership or other entity, the liability hereunder of all
such persons,  corporations,  partnerships  or other entities shall be joint and
several.

         55. PARKING.

                  (a) PARKING  PERMITS.  (i) There will be parking  provided for
         Tenant and other users of the Project in a parking  garage  adjacent to
         the Building, in parking areas underneath the Building,  and in certain
         surface  parking  lots  on the  Project  (collectively,  the  "Building
         Parking Facilities"). Landlord shall offer and make available to Tenant
         as of the Rental  Commencement  Date,  and Tenant  shall accept and pay
         for,  a total of  sixty-eight  (68)  access  cards or  parking  permits
         ("Parking  Permits")  for the  "Tenant  Parking"  area of the  Building
         Parking  Facilities  (which  will be located in whole or in part in the
         separate free-standing parking deck) as follows:

                           Six (6) of such  Parking  Permits  provided to Tenant
                  shall  entitle  each  holder  thereof to park in an  assigned,
                  numbered parking space in the parking deck located on the Land
                  (and of such 6 Parking  Permits,  2 shall be for the executive
                  parking area for the Building, as designated by Landlord). The
                  initial  fee for such  Parking  Permits  shall be One  Hundred
                  Twenty-Five  and No/100  Dollars  ($125.00) per Parking Permit
                  per  month,  and such fee shall be  subject  to  increase,  as
                  provided below.

                           The  remainder  of such Parking  Permits  provided to
                  Tenant  (initially  62) shall  entitle each holder  thereof to
                  park in an unassigned  parking  space in the "Tenant  Parking"
                  area in the parking deck, and the initial fee for such Parking
                  Permits shall be Ninety Five and No/100  Dollars  ($95.00) per
                  Parking  Permit  per  month,  and such fee shall be subject to
                  increase, as provided below.

                                      -46-
<PAGE>


                  (ii) Every  three (3) years  during the Lease  Term,  starting
         with the third  (3rd)  anniversary  of the  Rental  Commencement  Date,
         Tenant  shall  designate  by a notice to Landlord the number of Parking
         Permits  Tenant  desires to be issued by Landlord and pay for (for both
         the area  with  assigned,  number  parking  spaces  and the  area  with
         unreserved parking spaces), and which Landlord shall make available and
         provide to Tenant, for the next three (3) years of the Lease Term, such
         number  designated  by Tenant to be any number be any number  between 0
         and the  number of  Parking  Permits  expressly  set  forth in  Article
         55(a)(i) above.

                  (iii)  Tenant  agrees to pay to Landlord  the parking fees for
         all such Parking Permits on a monthly basis, together with each monthly
         installment of Base Rental,  commencing on the Rental Commencement Date
         and  thereafter  throughout  the Lease Term.  The rates for all Parking
         Permits shall  increase as of January 1, 2009,  and as of the first day
         of each succeeding calendar year, at the rate of three percent (3%) per
         year on a compounded  basis;  provided,  however,  that every three (3)
         years,  starting with calendar year 2012,  the cost due from Tenant for
         the Parking  Permits shall be adjusted to the "Market Parking Rate", as
         described  in  Article  55(e)  herein.  Tenant  shall have the right to
         assign any of its Parking  Permits only to any  permitted  assignees or
         sublessees under this Lease.

                  (b) CARD FEES. Landlord may establish and require payment of a
         reasonable fee for the issuance of replacement permits or cards.

                  (c) CONDEMNATION OR CASUALTY AFFECTING PARKING.  If the number
         of parking  spaces  available in the  Project's  parking  facilities is
         reduced,  either temporarily or permanently,  as a result of a casualty
         or taking by  condemnation,  Landlord  shall have the right to effect a
         proportionate  reduction in the number of Parking  Permits  provided to
         Tenant,  but only so long as such parking  spaces are  unavailable as a
         result of the  applicable  casualty or taking,  and Tenant shall not be
         obligated  to pay fees for any Parking  Permits not  provided to Tenant
         during such periods.

                  (d)  RELINQUISHMENT  OF PARKING  PERMITS.  In  addition to the
         rights of Tenant to relinquish  Parking Permits under Article 55(a)(ii)
         above,  Tenant may at any time on sixty (60) days prior written  notice
         to Landlord  relinquish its rights to all or any portion of the Parking
         Permits  allocated to it; provided,  however,  in no event shall Tenant
         have the right to reinstate any Parking Permits relinquished by Tenant,
         and if Tenant  thereafter  desires  to  increase  the number of Parking
         Permits allocated to it, Tenant may do so only if available and at such
         then available  rates and terms (which Tenant  acknowledges  and agrees
         may be for a month-to-month term or less).

                  (e) MARKET PARKING RATE. The Market Parking Rate shall be, for
         Parking  Permits in both reserved and  un-reserved  parking areas,  the
         average  monthly  rate for such parking  spaces  charged in the parking
         decks  at  those  certain  buildings  located  in the  Buckhead,  Area,
         Atlanta, Georgia sub-market, and known as "Monarch I" and "Monarch II";

                                      -47-
<PAGE>

         "Alliance  Center";  "Prominence";  and the "Pinnacle".  If any of such
         buildings is no longer used and operated as  first-class,  multi-tenant
         office  building,  then Landlord and Tenant shall, in their  respective
         reasonable  judgment,  agree upon a  substitute  building  and  parking
         facility in the Buckhead  Area,  Atlanta,  Georgia  sub-market for such
         building.

         56. EXTENSION OPTION.

             56.1  EXERCISE.  Tenant  shall  have the option to extend the Lease
Term for the Demised  Premises for two (2) extended terms of five (5) years each
(individually or collectively,  as the context  suggests,  an "Extended  Term").
Such option shall be exercised by  irrevocable  written notice to Landlord given
not less than fifteen (15) months prior to the  expiration  of the initial Lease
Term. The Extended Term shall be upon the same covenants,  agreements, terms and
conditions  that are  contained  herein for the initial  Lease Term, as the same
shall then be in effect  hereunder,  except as expressly  provided herein to the
contrary.  Tenant  may not  exercise  an option to extend the Lease Term for the
Extended  Term if any Event of Default by Tenant  under this Lease has  occurred
and is  continuing.  Landlord and Tenant shall begin to negotiate  the amount of
Market Base Rental Rate promptly following Tenant's notice.

             56.2 BASE RENTAL DURING EXTENDED  TERMS. As of the  commencement of
the  Extended  Term,  the Base  Rental rate for the  Demised  Premises  shall be
adjusted to the prevailing Market Base Rental Rate  (hereinafter  defined) as of
the  commencement  of the Extended  Term.  Tenant shall continue to pay Tenant's
Forecast Additional Rental and Tenant's Additional Rental as provided in Article
8 hereof.

             56.3 MARKET BASE RENTAL RATE DEFINED.  Whenever used in this Lease,
the term  "Market  Base  Rental  Rate" as of any date  shall mean the annual net
(excluding that portion of the rate associated with operating  expenses)  rental
rate per square  foot of net  rentable  area which a willing  landlord  under no
compulsion  would  agree to  accept as of such  date  from a tenant  having  the
creditworthiness  of Tenant, and such a willing tenant under no compulsion would
agree to pay as of such date,  under new leases (based on the projected Term) of
space in comparable  office  buildings  located in the Buckhead area of Atlanta,
Georgia  comparable  to the space for which the Market Base Rental Rate is being
determined and on a comparable basis (taking into  consideration  use,  location
and/or floor level within the applicable building,  definition of rentable floor
area, leasehold improvements provided, remodeling credits or allowances granted,
quality, age and location of the applicable  building,  rental concessions [such
as abatements,  free rent or lease  assumptions],  the time the particular  rate
under  consideration  became  effective,  size  of  tenant,  relative  operating
expenses,  relative services provided,  etc.). If Landlord and Tenant are unable
to agree upon the applicable  Market Base Rental Rate prior to the date which is
twelve (12) months before the  commencement  of the Extended Term,  either party
may demand arbitration as hereinafter provided:

                  (i) All proceedings shall be conducted  according to the Rules
             of the  American  Arbitration  Association  except  as  hereinafter
             provided.  No action at law or equity in  connection  with any such
             disputes shall be brought until  arbitration  hereunder  shall have
             been waived, either expressly or pursuant to this Article.

                                      -48-
<PAGE>


                  (ii) All disputes  subject to arbitration  in accordance  with
             this Article  shall be raised by notice to the other party  hereto.
             If  one of the  parties  properly  demands  arbitration,  then  the
             agreement to arbitrate as herein set forth shall be mandatory,  and
             each party shall  deliver to the other,  within ten (10) days after
             the date of demand,  that party's  determination of the Market Base
             Rental Rate then in  question,  which  amount  shall be used by the
             arbitrator  pursuant to  subparagraph  (v) below to  determine  the
             Market Base Rental Rate.

                  (iii) Tenant and Landlord shall mutually and promptly select a
             person who has had not less than ten (10) years'  experience in the
             Metropolitan  Atlanta,  Georgia area in commercial  office  leasing
             matters, to act as arbitrator hereunder. If a selection is not made
             within thirty (30) days after a demand for arbitration is made, the
             arbitrator shall, upon the request of either party, be appointed by
             the American Arbitration  Association.  The arbitration proceedings
             shall take place at a mutually  acceptable  location in the City of
             Atlanta, Georgia.

                  (iv) In determining  any controversy or dispute the arbitrator
             shall  apply  the  pertinent   provisions  of  this  Lease  without
             departure  therefrom in any respect.  The arbitrator shall not have
             the power to add to, modify or change any of the provisions of this
             Lease, but this provision shall not prevent in any appropriate case
             the   interpretation,   construction   and   determination  by  the
             arbitrator of the applicable provisions of this Lease to the extent
             necessary in applying the same to the matters to be  determined  by
             arbitration.

                  (v) Subject to subparagraph  (a) above,  the arbitrator  shall
             determine  which  of the  Market  Base  Rental  Rates  proposed  by
             Landlord  and Tenant is closest to the Market  Base  Rental Rate as
             determined  by the  arbitrator,  and such  Market  Base Rental Rate
             chosen  by  Landlord  or  Tenant,  which  is  closest  to the  rate
             determined by the arbitrator, shall be deemed to be the Market Base
             Rental Rate  hereunder.  The  decision of the  arbitrator  shall be
             final and binding upon the parties hereto.

                  (vi)  During  any  arbitration  proceedings  pursuant  to this
             Article, the parties hereto shall continue to perform and discharge
             all their respective  obligations under this Lease. If the decision
             of the  arbitrator has not been made prior to the  commencement  of
             the  Extended  Term,  the Base  Rental to be paid by Tenant for the
             portion of the  Extended  Term prior to the  arbitrator's  decision
             shall be calculated at the lower of the two rates  submitted to the
             arbitrator in accordance with  subparagraph (ii) above. If the Base
             Rental rate for the Extended Term shall increase above the lower of
             said two rates as a result of such arbitration, such increase shall
             be deemed to be effective as of the first day of the Extended Term,
             and Tenant  shall  promptly  pay to Landlord  all  additional  Base
             Rental  resulting from such  adjustment,  together with interest on
             such  additional  Base Rental from the respective  dates same would
             have  been due and  payable  until  paid,  at the rate of  interest
             announced  from  time  to time by  Bank  of  America,  N.A.  or any
             successor thereof, as the "prime rate".

                                      -49-
<PAGE>

             56.4 NO EXTENSION BY SUBTENANT.  Tenant shall not have the right to
assign its extension  rights to any sublessee of the Demised  Premises,  nor may
any such  sublessee  exercise such extension  rights,  but Tenant may assign its
extension  rights to a permitted  assignee,  if any,  of all of Tenant's  rights
under this Lease.

             56.5   CONDITION   OF   LEASEHOLD   IMPROVEMENTS.   The   leasehold
improvements  will be provided in their then  existing  condition (on an "as is"
basis) at the time the Extended Term commences.

         57. RENT ABATEMENT FOR CESSATION OF ESSENTIAL BUILDING SERVICES. If any
essential  building  service  (i.e.  only water,  electricity,  sewer,  elevator
service,  HVAC or emergency life safety  systems) are either  interrupted or not
provided to the level of required  Building  Standard  Services  for a period of
five (5)  consecutive  Business  Days (other than  because of the  negligent  or
intentional  act or neglect of Tenant,  its  agents,  contractors,  partners  or
employees or failure of a public  utility)  and if Tenant is unable  (based upon
reasonable  commercial  standards)  to  operate  its  business  in  the  Demised
Premises,  or  any  portion  thereof,  as a  result  of the  interruption  in or
deficient level of such essential building service,  there shall be an abatement
of Base Rental and Tenant's  Additional  Rental in  proportion  that the Demised
Premises are unusable  after said fifth (5th)  Business Day until such  services
are  restored.  If such  essential  building  services  are  interrupted  or not
provided to the level of required Building Standard Services due to failure of a
public  utility,  there  shall  be an  abatement  of Base  Rental  and  Tenant's
Additional  Rental only if Landlord's rent loss insurance shall provide benefits
for the  particular  failure  of the public  utility  and only for the period of
coverage  of such  rent  loss  insurance.  Landlord  will  agree to use its best
efforts to restore such services as soon as possible. If Landlord is not able to
restore such service  described above within one hundred eighty (180) days after
the  service is first  interrupted,  other than in  connection  with a Casualty,
Tenant may send  notice  (the  "Additional  Cure  Period  Notice")  that if such
services are not restored  within thirty (30) days after the date of such notice
(the  "Additional  Cure Period"),  then Tenant shall have the right to terminate
this Lease at any time after the Additional  Cure Period.  The  Additional  Cure
Period Notice shall be sent by Tenant to either (i) Landlord,  if Tenant has not
entered into a non-disturbance agreement with a mortgagee that currently holds a
mortgage on the Project or (ii)  Landlord and  mortgagee,  if Tenant has entered
into a  non-disturbance  agreement  with a  mortgagee  that  currently  holds  a
Mortgage on the  Project.  If such  services  are not restored by the end of the
Additional Cure Period, then Tenant shall have the right to terminate this Lease
by  giving  written  notice to  Landlord  (and such  mortgagee,  if  applicable)
provided such services have not be restored before the date of such notice,  and
such notice of termination from Tenant shall set forth the date this Lease shall
terminate,  which date shall not be more than two  hundred  ten (210) days after
the date of notice,  in which event this Lease shall terminate as of the date of
termination  as set forth in such  notice  as though  the date set forth in such
notice were the last date of the natural expiration of the Lease Term.

                                      -50-
<PAGE>


         58.  TENANT'S  SELF-HELP  REMEDY.  If  Landlord  fails to  perform  any
agreement or  obligation  on its part to be performed  under this Lease,  Tenant
shall have the right (a) if no  emergency  exists (a condition  which  creates a
risk of  imminent  danger to  persons or  substantial  damage to  property),  to
perform the same after  giving  thirty (30) days'  notice to Landlord and to any
party  entitled  to  receive  notices  hereunder,  provided  Landlord  shall not
commence to cure such default  within such thirty (30) day period and thereafter
proceed with due  diligence  to do so; and (b) in any  emergency  situation,  to
perform the same  immediately  without  notice or delay.  Tenant  agrees that if
Tenant is entitled and elects to rectify any default as aforesaid,  Tenant shall
effect such cure in a reasonable manner and so as not to interfere  unreasonably
with the  rights of third  parties,  including  other  tenants.  Landlord  shall
reimburse  Tenant for the  reasonable  costs and expenses  incurred by Tenant in
rectifying  defaults as aforesaid.  Tenant shall provide Landlord with copies of
the invoices or other written evidence of the costs incurred by Tenant for which
Tenant  claims  reimbursement.  Any act done by Tenant  pursuant to this Article
shall not  constitute  a waiver by Tenant of any such  default by  Landlord or a
waiver of any covenant,  term or condition  herein  contained or the performance
thereof.  If (i)  Tenant  obtains  a  final  judgment  by a court  of  competent
jurisdiction  against  Landlord  on  account of any  breach by  Landlord  of any
covenant or  obligation  to be performed  by Landlord  under this Lease and (ii)
Landlord does not pay the amount due Tenant under such final judgment within the
time  provided for payment of such  judgment or court order,  Tenant may, at its
option,  upon thirty (30) days'  notice to Landlord  (with a copy of such notice
being sent to any party  entitled  to receive  notices  hereunder)  offset  such
amount due Tenant  against its payment of Rent  payable  under this Lease to the
extent of such amount due.  Any amount so offset shall be subject to recovery by
Landlord in the event  Landlord  shall prevail in connection  with any appeal of
such  judgment.  Tenant  agrees  that the  cure or  rectification  by any  party
entitled to receive notice  hereunder shall be deemed a cure or rectification by
Landlord hereunder.

         59. SIGNAGE.

             59.1 PROJECT  MONUMENT SIGN.  Subject to applicable  law,  Landlord
shall  install a  monument  sign for the  Project in a  location  designated  by
Landlord in its  reasonable  discretion.  Landlord  represents and warrants that
Landlord  currently has all appropriate  permits and authorizations to construct
and place such monument sign from the applicable governmental  authorities.  The
cost of maintaining,  repairing and replacing such monument sign for the Project
(but not the cost of  constructing  such  monument  sign)  shall be  included in
Operating  Expenses under this Lease. For so long as Tenant and/or any Affiliate
of Tenant  leases at least two (2) floors in the  Building and occupies at least
the number of square feet of Rentable  Floor Area in the Building equal to fifty
percent (50%) of the Rentable Floor Area of the initial Demised  Premises leased
under this  Lease,  Tenant  shall have the right,  at  Tenant's  cost,  to place
Tenant's graphics identifying the name of Tenant and Tenant's logo on a panel to
be placed on such monument sign. The design and color of Tenant's sign panel and
graphics for such monument  sign and the method of  attachment  thereto shall be
subject to the prior written  approval of Landlord,  which approval shall not be
unreasonably  withheld,  conditioned or delayed. The size of Tenant's sign panel
on the  monument  sign for the  Project  shall  be  consistent  with the  design
specifications  of such  monument  sign.  There shall be multiple  panels on the
monument sign, and the sign panels and graphics on the monument sign shall be of
equal size.  Landlord shall


                                      -51-
<PAGE>

respond to any such  request for approval of Tenant's  sign panel and  graphics,
stating the reasons for any disapproval,  within fifteen (15) days after receipt
by Landlord of Tenant's plans for such sign panel and graphics,  and if Landlord
fails to respond within such fifteen (15) day period, Landlord will be deemed to
have approved such plans.  Landlord may withhold approval of such sign panel and
graphics if the proposed  method of  attachment is such as would cause damage to
or defacement of the monument sign upon removal of such sign panel and graphics,
normal wear and tear  excepted.  If Tenant  and/or any Affiliate of Tenant shall
cease to lease at least two (2)  floors in the  Building,  or to occupy at least
the number of square feet of Rentable  Floor Area in the Building equal to fifty
percent (50%) of the Rentable Floor Area of the initial Demised  Premises leased
under this Lease, Landlord can elect to cause Tenant to remove its graphics from
such monument sign. If the removal of Tenant's sign panel and graphics from such
monument sign causes damage or defacement of such monument sign, Tenant shall be
responsible for the reasonable cost of repair of such monument sign, normal wear
and tear excepted.  Such obligation  shall survive any expiration or termination
of this Lease.

             59.2 INTERIOR SIGNS. On any floor of the Building completely leased
by Tenant,  Tenant shall, at its sole cost and expense,  be permitted to install
any signage (including signage on the walls of any elevator lobbies on floors on
which Tenant  occupies all of the square feet of Rentable Floor Area),  provided
that such signage  complies with all Legal  Requirements and is not visible from
the exterior of the Building. With respect to any floor of the Building on which
Tenant  leases  some,  but not all,  of the  Rentable  Floor Area on such floor,
Landlord may elect for Tenant's  sign(s) at its  entrance(s) on such floor to be
consistent with the Building Standard signs for partial floor tenants.

         60.  DELIVERY DATE,  SUBSTANTIAL  COMPLETION AND RIGHTS OF TENANT.  (a)
Landlord  agrees to keep  Tenant  advised of the  progress  of the  construction
obligations of Landlord under this Lease so the parties can determine as soon as
possible whether the Demised Premises  Delivery Date will be delayed beyond June
1,  2007.  Landlord  agrees  to  provide  Tenant  and  its  representatives  and
contractors with access to the  construction  site, the Building and the Demised
Premises   (subject  to   compliance   with   reasonable   construction   safety
requirements) and to Landlord's employees and general contractor for purposes of
determining the progress of construction.

          (b) If the Demised Premises  Delivery Date does not occur on or before
September 1, 2007 Landlord  shall be liable for and shall  reimburse  Tenant for
all Holdover Costs.  For purposes of this Article,  "Holdover  Costs" shall mean
(i) any monthly  holdover  rent during any  holdover  or  agreement  of holdover
payable by Tenant with respect to the space leased by Tenant at Suite 700 of the
Lenox Building,  at 3399 Peachtree Road,  Atlanta,  Georgia 30326 (the "Existing
Space") in excess of the monthly gross rental for the Existing  Space under that
certain lease by and between Tenant and Property  Georgia OBJLW Two Corporation,
dated March 3, 1997 (the " Existing  Lease"),  on October 31, 2007; (ii) monthly
gross rent payable by Tenant for all temporary  leased  premises during the term
of all leases of such temporary space in excess of the monthly rental payable by
Tenant under the Existing Lease, on October 31, 2007;  (iii)  reasonable  moving
expenses,  communications  installation  expenses  (such  as  phones,  satellite
cabling and computer  wiring)  together with any reasonable  tenant  improvement
costs,  if


                                      -52-
<PAGE>

applicable, incurred in moving from the Existing Space to all temporary premises
so as to place all temporary  premises in a condition  providing the  reasonable
requirements for Tenant's use; (iv) reasonable  storage costs incurred by Tenant
in temporarily storing items of personal property prior to the occurrence of the
Rent  Commencement  Date; (v) printing and  disbursement of  announcements  with
respect to all temporary  relocations,  telephone  switching costs, and broker's
fees in  connection  with the lease of all temporary  premises;  and (vi) rental
payments as provided in the last sentence of subparagraph (e) below. Any amounts
payable hereunder by Landlord to Tenant shall be paid within twenty (20) days of
demand and if such are not timely paid shall bear interest at the rate specified
in Article 11 hereof.  Holdover Costs shall expressly exclude any consequential,
exemplary or punitive  damages suffered or incurred by Tenant as a result of any
holdover  by  Tenant in the  Existing  Space  beyond  the term  provided  in the
Existing Lease or any lease of temporary premises.

         (c) As soon as Tenant  reasonably  determines that the Demised Premises
Delivery  Date will not occur by  September  1, 2007  (taking  into  account any
program of overtime  labor  instituted by Landlord)  and  therefore  Tenant will
require office space to be occupied  beyond  October 31, 2007,  Tenant agrees to
notify Landlord of such determination and, subject to Tenant's ultimate right to
determine  its course of action,  to consult with Landlord  concerning  Tenant's
efforts to obtain an  extension  of the  Existing  Lease or to obtain  temporary
space in the Buckhead area of Atlanta,  Georgia, or if none is available, in the
Midtown area of Atlanta,  Georgia,  or if none is  available,  in other areas of
metropolitan  Atlanta,  Georgia  acceptable to Tenant in its discretion.  Tenant
agrees to use good  faith  efforts  to obtain  the right to  holdover  under the
Existing Lease under commercially  reasonable terms under the circumstances then
existing and the parties  acknowledge that it is Tenant's  preference as well as
being  commercially  appropriate that Tenant remain in the Existing Space if the
Demised Premises Delivery Date will not occur on or before September 1, 2007. If
Tenant  determines that it can not holdover in the Existing Space,  Tenant shall
use good  faith  efforts  to  negotiate  for  temporary  space  on  commercially
reasonable terms under the circumstances  then existing.  Landlord  acknowledges
that there may need to be multiple  temporary premises and there may be multiple
moves to temporary  premises from time to time  depending upon how long space is
available and when the Rent Commencement Date is anticipated to occur; provided,
however, Landlord acknowledges that Tenant needs to minimize the number of moves
and the number of  temporary  premises  to  minimize  disruptions  to its normal
business  operations and that it is Tenant's  preference for all temporary space
to be in Buckhead or  locations as close as  possible,  providing  appropriately
furnished space in appropriate class buildings. At the time any such requirement
to  holdover  may occur,  Tenant  agrees  that it shall show why amounts for the
Existing Space were commercially  reasonable,  taking into account the amount of
square footage in the Existing Space, the need for continuity of normal business
operations,   the  time  between  the  point  in  time  when  Tenant  makes  its
determination  that it must  holdover  or find  temporary  space and October 31,
2007, as well as the availability of contiguous space, appropriately finished as
provided  above,  in the  Buckhead  area and the rental rate for such  temporary
space.

         (d) Tenant agrees to advise  Landlord of the action it proposes to take
with respect to each holdover or moves to temporary space, specifying the action
to be taken  (whether  holdover in the  Existing  Space or movement to temporary
space),  length of lease terms,  rental rates,


                                      -53-
<PAGE>

"ballpark"  anticipated cost to move, and "ballpark" other anticipated  Holdover
Costs.  Landlord  shall  have five (5)  Business  Days  within  which to provide
approval of or written  objections to Tenant's proposed actions,  specifying the
reasons therefor and in the event Landlord fails to timely do so, Landlord shall
be deemed to have agreed to the proposed  actions of Tenant and "ballpark" costs
associated therewith. If Landlord objects, Tenant, in its sole discretion, shall
have the right to proceed as follows:

                  (1) Tenant shall have the right to take the  proposed  actions
         and at the same time refer the matter to arbitration as provided in (2)
         below; or

                  (2)  Tenant  shall  have the right to notify  Landlord  of its
         choice of an arbitrator in which case Landlord  shall then have two (2)
         Business Days within which to designate its  arbitrator,  failing which
         the Tenant's  arbitrator  shall be the  arbitrator for purposes of this
         Article.  If Landlord timely  designates its  arbitrator,  then the two
         arbitrators  shall choose a third arbitrator  within three (3) Business
         Days thereafter,  failing which the third arbitrator shall be appointed
         by the Chief Judge of the Superior Court of Fulton County, Georgia upon
         petition therefor by either party. Each arbitrator shall be independent
         of Landlord  and Tenant and shall be a  commercial  real estate  broker
         with at least ten (10) years'  experience in commercial  office leasing
         in the Atlanta  metropolitan  area. The  arbitrator(s)  shall designate
         their own rules  concerning  hearings  and  evidence  and conduct  such
         hearings  and take such  evidence as soon as possible  and render their
         judgment as soon as possible.  The cost and expense of such arbitration
         shall be borne by the losing party, which  determination  shall be made
         by the  arbitrator(s).  If, however,  in order to be enforceable in the
         courts in the State of Georgia, the arbitrator(s) are required to adopt
         any particular rules or procedures,  such rules and procedures shall be
         binding upon them and the arbitration  proceeding shall be conducted in
         accordance  therewith.  The  arbitrator's  decision  shall be final and
         binding on Landlord  and Tenant.  The sole issue for the  arbitrator(s)
         shall be whether the terms of the proposed action including rental rate
         and other  Holdover  Costs and length of term as proposed by Tenant are
         commercially reasonable taking into account the factors provided above,
         and, if the  arbitrator(s)  determines  that the proposed action is not
         commercially  reasonable,  he or she  (or  they)  shall  determine  the
         "excess"  portion,  which  "excess"  portion shall be excluded from the
         determination  of  Holdover  Costs;  PROVIDED,  HOWEVER,  any amount of
         holdover rent with respect to the Existing  Space equal to or less than
         the Approved Rate shall not be subject to arbitration  and shall not be
         "excess" and the  arbitrator(s)  shall consider such factors only as of
         the time Tenant took the proposed action. If Tenant chooses this option
         (2) first,  it may then  elect to  proceed  or not to proceed  with the
         proposed  action or pursue  other  alternatives  and provide  notice in
         accordance with the provisions hereof.

         (e) If Tenant  holds over at the  Existing  Space or leases a temporary
space,  subject to the terms and  provisions  of this  Article  dealing with the
determination  of whether the terms of such holdover or move to temporary  space
are  commercially  reasonable,  Landlord  shall be liable for the Holdover Costs
during the term of the holdover or leases of temporary  space even if such terms
exceeds the actual Rental  Commencement  Date, but in no event shall Landlord be
liable for  Holdover  Costs  attributable  to any holdover or lease of temporary
space beyond April 1, 2008,


                                      -54-
<PAGE>

except as expressly provided in subparagraph (f) below. In addition,  subject to
the terms and  provisions  of this  Article  dealing with the  determination  of
whether the terms of such holdover or moves to temporary space are  commercially
reasonable,  Landlord  shall be liable for gross rentals  payable,  and actually
paid, by Tenant for such holdover or temporary  space which are  attributable to
the period after the Rental Commencement Date, but in no event shall Landlord be
liable for gross rentals for such holdover or temporary  space  attributable  to
the period after April 1, 2008, except as expressly provided in subparagraph (f)
below.

         (f) If  Landlord  determines  at any  time  that the  Demised  Premises
Delivery  Date shall not occur on or before April 1, 2008,  Landlord  shall have
the right to give written notice to Tenant of such  determination and to specify
in such written notice the date that Landlord  reasonably  anticipates  that the
Demised Premises  Delivery Date shall occur. Upon receipt of such written notice
from  Landlord,  Tenant shall have a period of fifteen (15) Business Days within
which to elect,  as its sole remedy for  Landlord's  failure in such  event,  to
terminate  this  Lease by  delivering  written  notice  of such  termination  to
Landlord,  and  upon  the  termination  of  this  Lease  by  Tenant  under  this
subparagraph (f), Landlord and Tenant shall have the same rights and obligations
as though this Lease were terminated by Tenant pursuant to subparagraph  (g). If
Tenant does not  terminate  this Lease  within such  fifteen  (15)  Business Day
period,  the April 1, 2008 date set  forth in  subparagraph  (e) above  shall be
deemed to be  changed  to the date that  Landlord  anticipates  that the  Rental
Commencement Date shall occur as specified in Landlord's  notice to Tenant,  and
the April 1, 2008 date set  forth in  subparagraphs  (d) and (e) above  shall be
deemed to be the date immediately prior to such changed date.

         (g) If the Demised Premises Delivery Date has not occurred on or before
April 1, 2008 (as such date may be extended  under  Article 40 or EXHIBIT "D" of
this  Lease),  then Tenant shall have  fifteen  (15)  business  days to elect to
terminate this Lease by delivering  notice of such termination to Landlord,  and
upon the termination of this Lease by Tenant under this  subparagraph,  Landlord
and Tenant shall have the same rights and  obligations as though this Lease were
terminated by Tenant pursuant to the paragraph  above, and Landlord shall owe to
Tenant,  as  Landlord's  sole  obligation  and Tenant's  sole  recourse for such
failure,  Fifteen and No/100 Dollars  ($15.00) per square foot of Rentable Floor
Area in the Demised Premises. Notwithstanding any other provision in this Lease,
if Tenant  elects such  remedy,  then such  termination  right of Tenant and the
reimbursement  obligation of Landlord described above shall be Tenant's sole and
exclusive  remedy for  Landlord's  failure to timely  complete its  construction
obligations,  Tenant  hereby  waiving  and  relinquishing  all other  rights and
remedies  at law or in equity  against  Landlord  for such  failure,  including,
without limitation any suit for monetary damages.  The liability of Landlord for
payment of the reimbursement amounts shall survive the termination of this Lease
under this  paragraph.  If Tenant  does not  terminate  this Lease  within  such
fifteen (15) business day period,  the Demised Premises  Delivery Date set forth
above shall be deemed to be changed to the date that Landlord  anticipates  that
the  Demised  Premises  Delivery  Date shall  occur as  specified  a notice from
Landlord  to  Tenant,  and no further or  additional  amounts  shall be due from
Landlord for such deferred Demised Premises Delivery Date.

                                      -55-
<PAGE>

         61. PATRIOT ACT. Each party hereto represents and warrants to the other
that such party is not,  and is not acting,  directly or  indirectly,  for or on
behalf of, any person or entity  named as a "specially  designated  national and
blocked person" (as defined in  Presidential  Executive Order 13224) on the most
current list published by the U.S. Treasury  Department Office of Foreign Assets
Control,  and that such party is not  engaged in this  transaction,  directly or
indirectly, on behalf of, and is not facilitating this transaction,  directly or
indirectly,  on behalf of, any such person or entity. Each party also represents
and  warrants  to the other  that  neither  such party nor its  constituents  or
affiliates  are  in  violation  of any  laws  relating  to  terrorism  or  money
laundering,  including  the  aforesaid  Executive  Order  and  the  Uniting  and
Strengthening  America by Providing  Appropriate Tools Required to Intercept and
Obstruct  Terrorism  Act of 2001  (Public Law  107-56),  as amended.  Each party
hereby  agrees to defend,  indemnify  and hold harmless the other party from and
against any and all claims,  damages,  losses,  risks,  liabilities and expenses
(including  reasonable attorneys' fees and costs) arising from or related to any
breach of the  foregoing  representations  and  warranties  by the  indemnifying
party.


                                      -56-
<PAGE>


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

                                            "LANDLORD"

                                            3280 PEACHTREE I LLC,
                                            a Georgia limited liability company

                                            By: Cousins Properties Incorporated,
                                                a Georgia corporation, Member


                                            By:      /s/ Jack A. LaHue
                                                     ---------------------------
                                            Its:     Senior Vice President
                                                     ---------------------------

                                                          (CORPORATE SEAL)


                                            "TENANT":

                                            XPEDITE SYSTEMS, LLC, D/B/A PREMIERE
                                            GLOBAL SERVICES

                                            By:      /s/ Jeffrey A. Allred
                                                     ---------------------------
                                            Name:    Jeffrey A. Allred
                                                     ---------------------------
                                            Title:   Chief Executive Officer
                                                     ---------------------------

                                            Attest:  /s/ L. Scott Askins
                                                     ---------------------------
                                            Name:    L. Scott Askins
                                                     ---------------------------
                                            Title:   Svp - Legal and Secretary
                                                     ---------------------------

                                                         (CORPORATE SEAL)


                                      -57-