<PAGE>   1
                                                                   EXHIBIT 10.22


                           BASIC LEASE INFORMATION

LANDLORD:  Tradeport Partners, a Georgia Joint Venture


         ADDRESS OF LANDLORD:  5901 - B Peachtree Dunwoody Road N.E., Suite 555,
                                 Atlanta, Georgia
                               c/o Laing Properties, Inc. Atlanta, GA 30328


         CONTACT:              John Sims

         TELEPHONE:            404/551/3453


TENANT:                        Ameriquest Technologies, Inc., a corporation of
                                 the State of Delaware


         ADDRESS OF TENANT:    3105 Sweetwater Road, Suite 215, 
                                 Lawrenceville, GA 30244

         CONTACT:              Thomas Ross

         TELEPHONE:            305/967-2397, extension 6299


Paragraph 4

         COMMON AREA MAINTENANCE:  Nine hundred ninety-four and 84/100 dollars
                                     per month ($994.84)


Paragraph 6

         SECURITY DEPOSIT:     Fifteen thousand and 00/100 dollars ($15,000.00)


Paragraph 10

         USE:                  Warehousing and distribution of computers

         APPROXIMATE # OF EMPLOYEES:    Thirty five (35)

         
Paragraph 33

         BROKER REPRESENTING LANDLORD:  Laing Marketing Company

         BROKER REPRESENTING TENANT:    Trammell Crow Company


Paragraph 34

         PARKING SPACE REQUIREMENT:     Forty (40) parking spaces


Paragraph 35

         CONSTRUCTION OF PREMISES:      N/A




THE FOREGOING BASIC LEASE INFORMATION IS HEREBY INCORPORATED INTO AND MADE PART
OF THIS LEASE EACH REFERENCE IN THIS LEASE TO ANY OF THE BASIC LEASE 
INFORMATION SHALL MEAN THE RESPECTIVE INFORMATION HEREIN ABOVE SET FORTH AND
SHALL BE CONSTRUED TO INCORPORATE ALL OF THE TERMS PROVIDED UNDER THE
PARTICULAR LEASE PARAGRAPH PERTAINING TO SUCH INFORMATION IN THE EVENT OF ANY
CONFLICT BETWEEN ANY BASIC LEASE INFORMATION AND THE LEASE, THE LATTER SHALL
CONTROL.


Acknowledgement by Tenant:  /s/ Greg A. White, President
                          -------------------------------------------------


Acknowledgement by Landlord:  /s/ ?
                            -----------------------------------------------



                                      ii
<PAGE>   2
         COMMERCIAL LEASE AGREEMENT

         THIS LEASE is made this 22nd day of November, 1994, by and between
Tradeport Partners, a Georgia Joint Venture, (hereinafter called "Landlord")
and Ameriquest Technologies, Inc., a Corporation of the State of Delaware,
(hereinafter called "Tenant").

1.       PREMISES

         The Landlord, for and in consideration of the rents, covenants,
agreements and stipulations hereinafter mentioned, reserved and contained, to
be paid, kept and performed by the Tenant, has leased and rented, and by these
presents does lease and rent unto the Tenant, and the Tenant hereby agrees to
lease and take upon the terms which hereinafter appear, the following described
space (herein called the "Premises")

         PROJECT:   Tradeport Distribution Center
         ADDRESS:   3105 Sweetwater Road
         CITY:      Lawrenceville
         COUNTY:    Gwinnett
         STATE:     Georgia

         BUILDING:  Two hundred (200)
         FLOOR:
         SUITE:     215
         APPROXIMATE RENTABLE SQUARE FEET:  79,587 RSF

Premises are more particularly shown on Exhibit "A" and hereby made a part
hereof.

2.       TERM

         To have and to hold the same for the term to commence on the February
15, 1995, and ending on the February 14, 2000, at midnight unless sooner
terminated as hereinafter provided.  In the event the Premises are not
available for occupancy by Tenant February 15, 1995, the Commencement Date
shall adjust to such a date that the Premises are substantially completed and
available for occupancy by Tenant, but in no event shall commencement date be 
after April 1, 1995.

3.       RENTAL

         The Tenant agrees to pay to the Landlord promptly on the first day of
each month in advance, during the term of this Lease, a monthly rental of the
following:

         February 15, 1995 to February 14, 1996 @ $21,554.81 per month
         February 15, 1996 to February 14, 1997 @ $22,417.01 per month
         February 15, 1997 to February 14, 1998 @ $23,313.69 per month
         February 15, 1998 to February 14, 1999 @ $24,246.23 per month
         February 15, 1999 to February 14, 2000 @ $25,216.08 per month

         Payments received after the fifteenth (15th) day of the month may be
assessed an additional five percent (5%) charge as agreed liquidated damages
due Landlord.  Acceptance by Landlord of a rental payment in an amount less
than that which is currently due shall in no way affect Landlord's rights under
this Lease and in no way be an accord and satisfaction.

4.       COMMON AREA MAINTENANCE EXPENSE

         Landlord shall maintain and keep clean all common areas of the site
shown on Exhibit "B" which is attached hereto and made a part hereof including
grounds, landscaping drives, parking and loading areas.  Tenant shall reimburse 
Landlord for Tenant's share of the cost of maintaining the common areas of the
Building.*  Tenant shall pay Landlord an amount as specified in the Basic Lease
Information per month along with the monthly rental.

*  Pursuant to Exhibit "C", Special Stipulations, #43.

5.       TAX AND INSURANCE ESCALATION EXPENSES

         Tenant shall pay to Landlord upon demand, as additional rental during
the term of this Lease and any extension or renewal thereof, the prorated
amount by which all real property taxes (including but not limited to ad
valorem taxes, special assessments and governmental charges) and property
insurance premiums (including but not limited to any property liability or
umbrella policies held by Landlord) on the Premises for each calendar year that
exceeds all real property taxes and property insurance premiums on the Premises
for the first calendar year during the lease term or the first year in which
the building is assessed as a completed improvement, whichever occurs later. 
The estimated costs for any such year applicable to the Premises shall be
determined by proration on the basis that the rentable floor area of the
Premises bears the rentable floor area of the entire Building.

6.       ADVANCE RENT AND SECURITY DEPOSIT

         Upon execution of this Lease, Tenant will pay to Landlord the first
month's rental plus a security deposit as specified in the Basic Lease
Information.  Such deposit is refundable to Tenant within thirty (30) days
following satisfactory completion of all terms of this Lease and provided that
no defective conditions, other than normal wear and tear, are left unrepaired
by Tenant and that Tenant does not owe Landlord any debts.  Any portion of said
deposits not required to reimburse Landlord for Landlord's expense in repairing
defective conditions caused by Tenant or for paying amount owed by Tenant to
Landlord, shall be refunded to the Tenant as provided above.

7.       CONSTRUCTION OF THIS AGREEMENT

         No failure of Landlord to exercise any power given Landlord hereunder,
or to insist upon strict compliance by Tenant with this obligation 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.  Time is of the essence of this Agreement.

8.       DEFINITIONS

         "Landlord" as used in this shall include it's heirs, representatives,
assigns and successors in title to Premises.  "Tenant" shall include it's heirs 
and representatives, and if this Lease shall be validly assigned or sublet
shall include also Tenant assignees or sublessees, as to Premises covered by
such assignment or sublease.  "Landlord" and "Tenant" include male and female,
singular and plural, corporation, partnership or individual, as may fit the
particular parties.


                                    Page 1
<PAGE>   3

9.      UTILITIES AND SERVICES

        Tenant shall pay water, sewer, gas, electricity, fuel, light, heat,
power bills, garbage pickup, janitorial services and sprinkler system service 
charges (if any) for leased Premises, or used by Tenant in connection
therewith.  If Landlord elects to provide any of the above services, Tenant
shall promptly reimburse Landlord for Tenants actual or pro-rata cost of the
services provided.

10.     USE OF PREMISES

        Premises shall be used for the purpose as specified in the Basic Lease
Information and no other without the written consent of the Landlord.  Premises
shall not be used for any illegal purposes; nor in any manner to create any
nuisance or trespass; not in any manner to vitiate the insurance or increase the
rate of insurance on Premises.

11.     ABANDONMENT OF LEASED PREMISES

        Tenant agrees not to abandon or vacate leased Premises during the period
of this Lease, and agrees to use said Premises for the purpose herein leased
until the expiration hereof.

12.     REPAIRS BY LANDLORD

        The Landlord agrees to keep in good repair the roof, foundations and
exterior walls of the Building on the Premises and underground utility and
sewer pipes outside of the exterior walls of said Building; provided, however,
the Landlord shall not be responsible for the repair of glass and exterior
doors and any and all repairs rendered necessary by the negligence of Tenants,
its agents, employees, or invitees.  Landlord gives to Tenant exclusive control
of Premises and shall be under no obligation to inspect said Premises.  Tenant
shall promptly report in writing to Landlord any defective condition known to
it which Landlord is required to repair, and failure to so report such defects
shall make Tenant responsible to Landlord for any Liability incurred by
Landlord by reason of such defects.

13.     REPAIRS BY TENANT

        (a)     Tenant accepts the leased Premises in their present condition
per Exhibit "A" - Floor Plan - attached hereto and made a part hereof and as
suited for the uses intended by Tenant.  Tenant shall, throughout the initial
term of this Lease and all renewals thereof, at its expense, maintain in good
order and repair the leased Premises, including the Building, heating and air
conditioning equipment (including but not limited to replacement of parts,
compressors, air handling units and heating units) and other improvements
located thereon, except those repairs expressly required to be made by Landlord.
In the event Tenant fails to make said repairs, then Landlord may, but shall not
be obligated to, make such repairs, in which event Tenant shall promptly
reimburse Landlord for all expenses incurred thereby.  Tenant agrees to return
said Premises to Landlord at the expiration, or prior termination, of this Lease
in as good condition and repair as when first received, natural wear and tear,
damage by storm, fire, lightning, earthquake or other casualty alone excepted.
Aside from the aforesaid repairs, Tenant shall not make any alternations or
improvements to the Premises without the prior written consent of Landlord.

        (b)     Tenant shall maintain in force at all times a maintenance
contract for the heating, ventilation and air conditioning equipment acceptable
to Landlord.

14.     INSURANCE AND WAIVER OF SUBROGATION

        (a)     Landlord shall maintain, during the full term of this Lease,
fire and extended coverage insurance upon the entire property in an amount
sufficient to repair replace the Building in case of damage or destruction from
perils normally covered by said insurance.

        (b)     Tenant shall, during the full term of this Lease, maintain
insurance insuring both Tenant and Landlord, as their interest may appear, from
bodily injury and property damage claims occurring because of Tenant's use or
occupancy of the demised Premises.  Said insurance coverage shall be no less
than one million dollar limit for bodily injury liability and two hundred fifty
thousand dollar limit for property damage liability.  Tenant shall, upon
request, furnish Landlord with evidence of said insurance coverage and the
policy so provided shall contain, among other things, a provision which provides
that no cancellation, reduction in amount or material change in coverage thereof
shall be effective until at lease thirty (30) days after receipt of written
notice thereof to Landlord.

        (c)     If the property insurance premiums on the Building in which the
leased Premises are located are increased due to Tenant's use of the Premises,
then Tenant shall pay such increase which is attributable to such use as
additional rent.

        (d)     Landlord and Tenant mutually waive any rights of recovery that
either party may or would have against the other that are or would normally be
covered by either a fire and extended coverage insurance policy issued to the
Landlord or an owner's fire and extended coverage perils policy (property damage
insurance) issued to Tenant subject to Paragraph 14(b) hereof as to Landlord's
insurable interests as insured by Tenant's liability and property damage
insurance.

15.     DESTRUCTION OF, OR DAMAGE TO PREMISES

        If the Premises are totally destroyed by storm, fire, lightning,
earthquake or casualty or if the Premises should be so damaged so that
rebuilding or repairs cannot be accomplished within one hundred ninety (190)
working days after the date of written notification to Tenant of this
destruction, then this Lease shall terminate as of the date of such notification
and rental shall be accounted for as between Landlord and Tenant as of that
date.  If Premises are damaged but not wholly destroyed by any such casualties,
rental shall abate in such proportions as use of Premises has been destroyed,
and Landlord shall restore Premises to substantially the same condition as
before damage as speedily as practicable upon full rental shall recommence.

16.     INDEMNITY

        Tenant agrees to indemnify and save harmless the Landlord against all
claims for damages to persons or property by reason of the use or occupancy of
the leased Premises, and all expenses incurred by Landlord because thereof,
including attorney's fees and court costs.


                                     Page 2

<PAGE>   4


17.     GOVERNMENTAL ORDERS

        Tenant agrees, at his own expense, to promptly comply with all
requirements of any legally constituted public authority made necessary by
reason of Tenant's occupancy of said Premises.  Landlord agrees to promptly
comply with any such requirements if not made necessary by reason of Tenant's
occupancy.  It is mutually agreed, however, between Landlord and Tenant, that if
in order to comply with such requirements, the cost to Landlord or Tenant, as
the case may be, shall exceed a sum equal to one year's rent, then Landlord or
Tenant who is obligated to comply with such requirements is privileged to
terminate this Lease by giving written notice of termination to the other party,
by registered mail, which termination shall become effective ninety (90) days
after receipt of such notice, and which notice shall eliminate necessity of
compliance with such requirement by party giving such notice, unless party
receiving such notice of termination shall, before termination becomes
effective, pay to party giving notice all cost of compliance in excess of one
year's rent, or secure payment of said sum in a manner satisfactory to party
giving notice.

18.     CONDEMNATION

        If the whole of the leased Premises, or such portion thereof as will
make Premises unusable for the purposes herein leased, shall be condemned by
any legally constituted authority or taken by private purchase in lieu thereof
for any public use or purpose, then in either of said events the term hereby
granted shall cease for the time when possession thereof is taken by public
authorities, and rental shall be accounted for as between Landlord or Tenant to
recover compensation and damage caused by condemnation from the condemnor. It is
further understood and agreed that neither the Tenant nor Landlord shall have
any rights in any award made to the other by any condemnation authority.

19.     ASSIGNMENT AND SUBLETTING

        Tenant may not, without prior written consent which will not be
unreasonably withheld of Landlord, assign this Lease or any interest hereunder,
or sublease Premises or any part thereof, or permit the use of Premises by any
party other than Tenant.  Consent to one or more assignments or sublease shall
not destroy or waive this provision.  Subtenants and assignees shall become
directly liable to Landlord for all obligations of Tenant hereunder without
relieving Tenant's liability.

20.     REMOVAL OF FIXTURES

        Tenant may (if not in default hereunder), prior to the expiration of
this Lease or any extension thereof, remove all equipment which Tenant has
placed in the Premises; provided that Tenant shall not remove; (a) air
conditioning, air ventilation and heating fixtures; (b) lightning fixtures; (c)
dock levelers; and (d) carpeting.  Upon removal of said fixtures and equipment
which Tenant is allowed to remove as set forth in the preceding sentence, Tenant
shall repair or bear the actual cost of all damage to Premises caused by such
removal.

21.     CANCELLATION OF LEASE BY LANDLORD

        It is mutually agreed that in the event the Tenant shall default in the
payment of rent herein reserved, when due, and fails to cure said default, or if
Tenant shall be in default in performing any of the terms or provisions of this
Lease other than the provision requiring the payment of rent, and fails to cure
such default within forty-five (45) days after the date of receipt of written
notice of default from Landlord, or if Tenant is adjudicated bankrupt, or if a
permanent receiver is appointed for Tenant's property and such receiver is not
removed within sixty (60) days after written notice from Landlord to Tenant to
obtain such removal or if, whether voluntarily or involuntarily, Tenant takes
advantage of any debtor relief proceeding under any present or future law,
whereby the rent or any part thereof, or is proposed to be, reduced or payment
thereof deferred, or if Tenant makes an assignment for benefit of creditors, or
if Tenant's effects should be levied upon or attached under process against
Tenant, not satisfied or dissolved within thirty (30) days after written notice
from Landlord to Tenant to obtain satisfaction thereof, then, and in any of said
events, Landlord at his option may at once, or within six (6) months thereafter
(but only during continuance of such default or condition), terminate this Lease
by written notice to Tenant, whereupon this Lease shall end.  After an
authorized assignment or subletting of the entire Premises covered by this
Lease, the occurring of any of the foregoing  defaults or events shall affect
this Lease only if caused by, or happening to, the assignee or sublessee.  Any
notice provided in this paragraph may be given by Landlord, Tenant will at once
surrender possession of the Premises to Landlord and remove all of Tenant's
effects therefrom, using such force as may be necessary without being guilty of
trespass, forcible entry or detainer or other tort.

22.     RELETTING BY LANDLORD

        a)      Landlord, as Tenant's agent, without terminating this Lease,
upon Tenant's failure to cure any default within the time permitted as set forth
in Paragraph 21 hereof, may at Landlord's option but not as Landlord's
obligation, enter upon and rent Premises at the best price obtainable by
reasonable effort, without advertisement and by the private negotiations and for
any term Landlord deems proper.  Tenant shall be liable to Landlord for the
deficiency, if any, between Tenant's rent hereunder and the rent obtained by
Landlord on reletting.

        b)      The costs and damages incurred by Landlord in reletting Tenant's
space including but not limited to lease commissions, refurbishment cost and
attorney's fees shall be deducted from the rent obtained by Landlord in
determining the deficiency, if any, between Tenant's rent and the rent obtained
by Landlord upon reletting Tenant's space.

23.     EXTERIOR SIGNS

        Tenant shall place no signs upon the windows or the outside walls
or roof of the leased Premises except with the written consent of the Landlord.
Any and all signs placed on the within leased Premises by Tenant shall be
maintained in compliance with rules and regulations governing such signs and the
Tenant shall be responsible to Landlord for any damage caused by installation,
use, or maintenance of said signs, and Tenant agrees upon removal of said signs
to repair all damage incident to such removal.

24.     ENTRY FOR CARDING

        Landlord may card Premises "For Rent" or "For Sale" thirty (30) days
before the termination of this Lease.  Landlord may enter the Premises at
reasonable hours to exhibit same to prospective or Tenants and to make repairs
required of Landlord under the terms hereof, or to make repairs to Landlord's
adjoining property, if any.

25.     EFFECT OF TERMINATION OF LEASE

        No termination of this Lease prior to the normal ending thereof, by
lapse of time or otherwise, shall affect Landlord's right to collect rent for
the period prior to termination thereof.


                                     Page 3


<PAGE>   5

26.     MORTGAGE RIGHTS

        Tenant's rights shall be subject to any bona fide mortgage or deed to
secure debt which is now, or may hereafter be placed upon the Premises by
Landlord including renewals, extensions and modifications thereto, and Tenant
agrees to execute and deliver such documentation as may be required by any such
subordination.

27.     NO ESTATE IN LAND

        This contract shall create the relationship of Landlord and Tenant
between the parties hereto; no estate shall pass out of Landlord.  Tenant has
only a right of possession, use and enjoyment of Premises during the term of
this Lease which shall not be subject to levy and sale, and not assignable by
Tenant except by Landlord's written consent.

28.     HOLDING OVER

        If Tenant remains in possession of Premises after expiration of the term
hereof, with Landlord's acquiescence and without any express agreement of
parties, Tenant shall be a Tenant at will at rental rate in effect at end of
lease, and there shall be no renewals of this Lease by operation of law.  All
applicable conditions of this lease shall remain in effect during any holdover
period.

29.     ATTORNEY'S FEES AND HOMESTEAD

        If any rent owing under this Lease is collected by or through an
attorney at law, Tenant agrees to pay actual and reasonable attorney's fees
incurred by Landlord.  Tenant waives all homestead rights and exemptions which
he may have under any law as against any obligation owing under this Lease.
Tenant hereby assigns to Landlord his homestead and exemption.

30.     TRANSFER

31.     RIGHTS CUMULATIVE

        All rights, powers and privileges conferred hereunder upon parties
hereto shall be cumulative but not restrictive to those given by law.

32.     SERVICE OF NOTICE

        Tenant hereby appoints as his agent to receive service of all
dispossessory or distraint proceedings and notices thereunder an all notices
required under this Lease, the person in charge of leased Premises at the time,
or occupying said Premises at the time, or occupying said Premises, and if no
person is in charge of or occupying said Premises, then such service or notice
may be made by attaching the same to the main entrance to said Premises.  A copy
of all notices under this Lease shall also be sent to Tenant's last known
address, if different from said Premises.

33.     STATEMENT OF ACCEPTANCE

        After completion of the Premises in accordance with the terms of this
Contract, Tenant, prior to occupancy, will furnish Landlord with a written
statement confirming Tenant's acceptance of the Premises and confirming the
commencement date of the term of this Lease.

34.     BROKERAGE COMMISSION

        Tenant (except with respect to Broker designated in the Basic Lease
Information) and Landlord (except with respect to Broker designated in the Basic
Lease Information) each represents and warrants to the other that no broker,
agent, commission salesman or other person has represented the warranting party
in the negotiation of this Lease or the procurement of the Premises and that no
commission, fee or compensation of any kind is due and payable in connection
herewith to any broker, agent, commission salesman or other person.  Each party
agrees to indemnify and hold the other harmless from and against any claim,
loss, damage, liability, cost and expense (including but not limited to
attorney's fees and cost of litigation) which the other shall suffer, incur or
be threatened with because of the claim of any broker, agent, commission
salesman or other person claiming by, through or under such party, whether or
not such claim is meritorious.  Any party listed in parenthesis in the first
sentence of this Paragraph 34, and thus excluded from the above warranty, shall
be entitled to a commission, fee or other compensation only if it has entered
into a separate written agreement with Landlord or Tenant, as the case may be.

35.     PARKING ARRANGEMENTS

        Tenant shall have the right to use in common with other Tenants in the
Building the parking spaces provided by Landlord adjacent to the Building for
parking of Tenant's automobiles and those of its employees and visitors, subject
to the rules and regulations now or hereafter adopted by Landlord.  Tenant shall
not use nor permit any of its employees, agents, or visitors to use any parking
spaces in an area owned by Landlord other than the parking area assigned to the
Building.  If Landlord deems it advisable, Landlord may set aside a part of the
total parking field for use as a separate area for visitors.  Landlord reserves
the right to adopt any regulations necessary to curtail unauthorized parking,
including the required use of parking permits or assigning to Tenant a specific
area in which tenant's employees shall be required to park.  Tenant anticipates
that it shall require the amount of parking spaces stipulated in the Basic Lease
Information for its employees and parking in excess of that number shall not be
permitted without Landlord's approval.  If such approval is granted that parking
shall be in such quantities and at such locations at Landlord may designate.

36.     CONSTRUCTION OF PREMISES

        Landlord, at Landlord's cost and expense, shall finish out leased
Premises as detailed on the attached construction plans.  Said plans have been
approved by Tenant and are more particularly described in Exhibit "A" and in the
Basic Lease Information.  If Tenant requires any change beyond those detailed in
Exhibit "A", then the additional cost of such work shall be done at Tenant's
sole cost and expense.


                                     Page 4


<PAGE>   6

37.     RESTRICTIVE COVENANTS

        The covenants established by Landlord to govern the operations of the
property are attached hereto and made a part of this Lease as Exhibit "D".

38.     ENTIRE AGREEMENT

        This Lease contains the entire agreement of the parties hereto and no
representations, inducements, promises or agreements, oral or otherwise, between
the parties not embodied herein, shall be of any force or effect.

39.     ACCELERATION OF RENTALS

        Landlord, upon notification to Tenant of its intention to do so (as
expressed by a notice sent certified mail, return receipt requested ([the
"Notice"]) may, upon a material default of the provisions of this Lease,
accelerate all remaining minimum or base rentals, percentage rentals, and all
other sums of money (hereinafter collectively, the "Rentals") that Tenant is
required to pay under this Lease, same to be come due and payable after the
Notice Period (as same is hereinafter defined) shall have expired without
payment in full to Landlord.  Landlord and Tenant agree that this provision is a
term for liquidated damages, and the sums accelerated, which have not already
become due by the expiration of the Notice Period, shall be reduced to present
value, as of the date of said expiration.  The "Notice Period" shall be fifteen
(15) days from Tenant's receipt of the Notice.  Actual receipt of the Notice is
not required, all that is required to make the Notice effective is for the
Landlord to mail the Notice to the Tenant's last known address, as same has been
provided to Landlord by Tenant.  If there is no actual acceptance or receipt of
the Notice, then the Notice shall be deemed to be expired on the eighteenth
(18th) day from the date of mailing of the Notice.  If Landlord elects to
accelerate the Rentals, it shall undertake to seek another tenant for the
Premises, and credit any amounts received to the obligation of the Tenant for
Rentals, less the following:

        a)      reimbursement for all expenses incurred as a result of the
Tenant's failure to perform its other obligations under the Lease including
taxes, common area maintenance, (if any) Tenant's failure to make repairs and
comply with insurance and other requirements.

        b)      the cost of advertising the Premises and for real estate
broker's commission;

        c)      the cost of painting, repairing, alerting, dividing or
consolidating the Premises to accommodate the needs of any new tenant.

        In the event the rights of the Landlord as expressed herein are
cumulative of any and all other rights expressed in the Lease, Tenant agrees
that it will remain liable for the Rentals from and after any action by Landlord
under a Proceeding Against Tenant Holding Over, or Distress Warrant, whether or
not Tenant retains the right to possession of the Premises.

40.     SUBORDINATION

        Unless any holder or beneficiary of any deed of trust or other security
instrument affecting the real property of which the Premises form a part
otherwise elect in writing, this Lease shall be subject and subordinate to any
such deeds of trust or other security instruments.  In confirmation of the
subordination set forth in this Paragraph 40, (or, if any holder or beneficiary
of a deed of trust or other security instrument elects in writing, superiority)
Tenant shall, at Landlord's request, execute and deliver such further
instruments as may be desired by any holder or beneficiary of such deed of trust
or other security instrument.

41.     COUNTERPARTS

        This Lease may be executed in two or more counterparts, each of which
shall constitute an original, but when taken together shall constitute but one
Lease.  Each counter part shall be effective if it bears the signatures of all
parties hereof;  or so many counterparts as shall contain all of the signatures
of the parties hereto shall constitute one Lease, and shall be effective as
such.

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

Signed, sealed and delivered in              TENANT: Ameriquest Technologies,
the presence of:                                   Inc., a Corporation of the
                                                   state of Delaware

                                                   /s/
--------------------------------             ----------------------------------
Witness

                                             Name: /s/ Gregory A. White
--------------------------------                  -----------------------------
Notary Public
                                             Title:  President
                                                   ----------------------------

                                             Arrest:  /s/             12-21-94
                                                    ---------------------------

                                             Title:
                                                    ---------------------------
                                                       [CORPORATE SEAL]


{Signature blocks continued on next page}                         [NOTARY STAMP]


                                     Page 5
<PAGE>   7
Signed, sealed and delivered in the     LANDLORD: Tradeport Partners a Georgia
presence of:                                      Joint Venture

                                        By: Managing Venturer: Laing Tradeport
/s/ Patricia L. Lindley                     Inc., a Georgia Corporation
-----------------------------------
Witness                                 By: /s/ James ?
                                           -------------------------------------

/s/ Christine M. Carroll
-----------------------------------     Name:
Notary Public                                -----------------------------------

[SEAL]                                  
                                        Title:
                                              ----------------------------------


                                        Attest: /s/ Robert R. Stubbs
                                               ---------------------------------


                                        Title: Vice President & Secretary
                                              ----------------------------------
                                               [CORPORATE SEAL]





                                    Page 6
<PAGE>   8
                                 EXHIBIT "D"

                        TRADEPORT DISTRIBUTION CENTER
                          COVENANTS AND RESTRICTIONS

1.       No additional locks shall be placed on the doors of the Premises by
         Tenant, nor shall any existing locks be changed unless Landlord is
         immediately furnished two keys thereto.  Landlord will without charge
         furnish Tenant with two keys for each lock existing upon the entrance
         doors when Tenant assumes possession with the understanding that at 
         the termination of the Lease these keys shall be returned.

2.       Tenant will refer all contractors, contractor's representatives and
         installation technicians rendering any service on or to the Premises
         for Tenant, to Landlord's approval and supervision before performance 
         of any contractual service.  This provision shall apply to all work 
         performed in the Building including installation of telephones, 
         telegraph equipment, electrical devices and attachments and
         installations of any nature affecting floors, walls, woodwork, trim, 
         windows, ceilings, equipment or any other physical portion of the
         Building.

3.       No Tenant shall at any time occupy any part of the Building as sleeping
         or lodging quarters.

4.       Tenant shall not place, install or operate on the Premises or in any
         part of Building, an engine, stove or machinery, or conduct mechanical
         operations or cook thereon or therein, or place or use in or about 
         Premises any explosives, gasoline, kerosene, oil acids, caustics, or
         any other flammable, explosive, or hazardous material.

5.       Landlord will not be responsible for lost or stolen personal property,
         equipment, money or jewelry from Tenant's area regardless of whether 
         such loss occurs when area is locked against entry or not.

6.       Safes and other unusually heavy objects shall be placed by the Tenant
         only in such places as may be approved by Landlord.

7.       None of the entries, passages, doors, or hallways shall be blocked or
         obstructed, or any rubbish, litter, trash, or material of any nature
         placed, emptied or thrown into these areas, or such areas be used at
         any time except for access or egress by Tenant, Tenant's agents,
         employees or invitees.

8.       The water closets and other water fixtures shall not be used for any 
         purpose other than those for which they constructed.  No person shall
         waste water by interfering with the faucets or otherwise.

9.       No vehicles or animals shall be brought into the Building.

10.      No sign, tag, label, picture, advertisement, or notice shall be 
         displayed, distributed, inscribed, painted, or affixed by Tenant on
         any part of the outside or inside of the Building or of the demised
         Premises without the prior written consent of Landlord.

11.      In the event Landlord should advance upon the request, or for the
         account of the Tenant, any amount for labor, material, packing, 
         shipping, postage, freight or express upon articles delivered to the
         demised Premises or for the safety, care, and cleanliness of the 
         demised Premises, the amount so paid shall be regarded as additional
         rent and shall be due and payable forthwith to the Landlord from the
         Tenant.

12.      Tenant shall not do or permit to be done within the demised Premises 
         anything which would unreasonably annoy or interfere with the rights
         of other Tenants of the Building.

13.      During the ninety (90) days prior to the expiration of this Lease,
         Landlord may show the demised Premises to prospective tenants and may
         place upon the windows or doors thereon one or more "For Lease" signs
         of reasonable dimensions.

14.      There shall not be any outside storage of goods, materials or equipment
         in the side, front or rear area of the Premises.  Tenant agrees to keep
         the area immediately in front of and behind the Premises clean and free
         of all trash and debris.

15.      The sidewalks, entry passages, corridors, halls and stairways shall not
         be obstructed by tenants, or used by them for any purpose other than 
         those of ingress and egress.  The floors and skylights and windows that
         reflect or admit light into any place in the building in which the 
         Premises are located, shall not be covered or obstructed by tenants.
         The water closets and other water apparatus shall not be used for any
         other purpose than those for which they were constructed and no 
         sweepings, rubbish, or other obstructing substances shall be thrown
         therein.  Any damage resulting to them, or to associated systems, from
         misuse, shall be borne by tenants who, or whose clerks, agents, or 
         servants, shall cause.
<PAGE>   9
16.      Tenants and occupants shall observe and obey all parking and traffic
         regulations as imposed by Landlord.  Landlord in all cases retains the
         power to designate "no parking" zones, traffic rights-of-way, and 
         general parking area procedures.  Failure of Tenant to comply will 
         constitute a violation of this Lease.

17.      If tenants desire blinds or window covering of any kind over the
         windows, they must be of such shape, color and material as may be
         prescribed by Landlord, and shall be erected only with Landlord's
         written consent and at the expense of said tenants.  No awnings shall
         be placed on said building.