Exhibit 10.22

                        SHOPPING CENTER: LINDBERGH PLAZA

                           LOCATION: ATLANTA, GEORGIA

                           TENANT: ABSOLUTE CARE, INC.

                 LANDLORD: NORO-BROADVIEW HOLDING COMPANY, B.V.
<PAGE>
                                TABLE OF CONTENTS

SECTION   CAPTION                                                           PAGE
-------   -------                                                           ----
   1      Basic Lease Provisions                                              1
   2      Demised Premises                                                    3
   3      Lease Year                                                          3
   4      Term                                                                3
   5      Basic Annual Rental                                                 4
   6      Percentage Rental                                                   5
   7      Gross Sales Defined                                                 5
   8      Tenant's Records                                                    5
   9      Payment of Rentals                                                  6
  10      Real Estate Taxes                                                   6
  11      Covenant of Quiet Possession                                        7
  12      Use of the Demised Premises                                         7
  13      Radius Clause                                                       8
  14      Operation by Tenant                                                 8
  15      Parking Index                                                       8
  16      Common Areas                                                        8
  17      Expense of Common Areas                                             9
  18      Security                                                           10
  19      Utilities, Electricity, and Others                                 10
  20      Tenant's Improvements, Fixtures, and Mechanic's Liens              11
  21      Landlord's Maintenance                                             11
  22      Tenant's Maintenance                                               12
  23      Entry, Inspection, Posting, and Display                            13
  24      Applicable Laws                                                    13
  25      Indemnification                                                    13
  26      Tenant's Insurance                                                 14
  27      Landlord's Insurance - Tenant's Reimbursement                      15
  28      Waiver of Subrogation                                              15
  29      Fire or Other Casualty                                             16
  30      Eminent Domain                                                     16
  31      Financial Information of Tenant                                    17
  32      Assignment and Subletting                                          17
  33      Ownership of Certain Property                                      17
  34      Holdover by Tenant                                                 18
  35      Force Majeure                                                      18
  36      Additional Construction                                            18
  37      Bankruptcy                                                         18
  38      Successors and Assigns                                             19
  39      Attornment                                                         19
  40      Events of Default                                                  19
  41      Remedies of Landlord                                               20
  42      Remedies Cumulative; No Waiver for Indulgence                      23
  43      Notices                                                            23
  44      Subordination                                                      23
  45      Environmental Matters                                              24
  46      Leasing Agent                                                      26
  47      Additional Property                                                26
  48      Mortgage Defined                                                   26
  49      Limited Liability                                                  27
  50      Other Agreements                                                   27
  51      Interest Rate                                                      27
  52      Time of Essence                                                    27
  53      Captions                                                           27
  54      Modification                                                       27
<PAGE>
SECTION   CAPTION                                                           PAGE
-------   -------                                                           ----
  55      Severability                                                       28
  56      Relationship of Parties                                            28
  57      Security Deposit                                                   28
  58      Construction and Interpretation                                    29
  59      Promotion                                                          29
  60      Relocation of Demised Premises                                     29
  61      Termination                                                        29
  62      As-Is                                                              29

                                    Exhibits:


  A       Lease Plan
  B       Description of the Shopping Center Land
  C       Outline of Landlord's Work and Tenant's Work
  D       Sign Criteria
  E       Tenant's Certificate
  F       Subordination, Non-Disturbance, and Attornment Agreement
  G       Rules and Regulations
  H       Delivery of Possession Date Certificate
  I       Lease Term Declaration
  J       Construction Exhibit
  K       Guaranty of Lease
<PAGE>
     THIS  AGREEMENT OF LEASE (this  "Lease") is dated August 9, 2000, is by and
between  NORO-BROADVIEW  HOLDING COMPANY,  B.V. (hereinafter called "Landlord"),
and ABSOLUTE CARE,  INC., a Delaware  Corporation,  a wholly owned subsidiary of
Avesis Incorporated (hereinafter called "Tenant"),  whose address is 10324 South
Dolfield Road, Owings Mills, MD 21117. Landlord and Tenant contract as follows:

                             BASIC LEASE PROVISIONS

SECTION 1.

     The following  terms,  whenever used in this Lease with the first letter of
each word  capitalized,  shall have  wherever  applicable  only the meanings set
forth in this Section,  unless such meanings are expressly modified,  limited or
expanded elsewhere herein:

     A. Demised Premises: That certain space outlined in red on Exhibit A (Lease
Plan), containing:

          frontage of approximately    ---      (---),  irregular shape
                                    ------------
          depth of approximately    ---   (---),  irregular shape
                                 --------

and a total floor area of  approximately  six thousand six hundred  ninety seven
(6,697) square feet (the "Floor Area of the Demised Premises"), and being a part
of  Lindbergh  Plaza,  a shopping  center  owned by Landlord  in Fulton  County,
Atlanta,  Georgia (the  "Shopping  Center") on the land  identified as "Shopping
Center Land" on Exhibit A (Lease Plan) and  described on Exhibit B, such Demised
Premises being further known and numbered as A400. (Section 2)

     B.   Lease Term: Three (3) Lease Years (Section 4)

     C.   Basic Annual Rental (Section 5):

          For Lease Years
          November 1, 2000 thru
          October 31, 2002:             Forty  Three   Thousand   Three  Hundred
                                        Ninety  Six  and   56/100   ($43,396.56)
                                        Dollars  per annum,  payable  monthly at
                                        the rate of Three  Thousand  Six Hundred
                                        Sixteen and 38/100 ($3,616.38) Dollars.



          For Lease Year
          November 1, 2002 thru
          October 31, 2003:             Fifty Six Thousand  Seven Hundred Ninety
                                        and  56/100  ($56,790.56)   Dollars  per
                                        annum,  payable  monthly  at the rate of
                                        Four Thousand  Seven Hundred  Thirty Two
                                        and 55/100 ($4,732.55) Dollars.


     D.   Percentage Rental (Section 6): NOT APPLICABLE

     E.   Trade Name: Absolute Care. (Section 12)

     F. Permitted Use: A medical  center for infectious  diseases  including the
sale of prescription medication for its patients only. There shall be no surgery
of any kind performed in the Demised Premises,  nor shall there be any abortions
performed in the Demised Premises,  nor shall Tenant's customers,  patients,  or
invitees use any illegal  drugs or similar  substances  in the Demised  Premises
and/or in the Common Area of the Shopping Center, nor shall Tenant's  customers,
patients or invitees do anything  which is unlawful or in  contradiction  of the
Certificate  of  Occupancy  of the  Shopping  Center,  nor cause or  create  any
inconvenience or annoyance to other tenants in the Shopping Center.

     G. Major Stores:  Any store within the Shopping Center containing more than
twenty thousand (20,000) square feet of gross floor area.

     H. Floor Area of the Shopping Center:  The gross floor area of the Shopping
Center minus the gross floor area of all Major Stores. The term gross floor area
shall mean the floor area of an enclosed  area  available  for the exclusive use
and occupancy by tenants or occupants.
<PAGE>
     I.  Tenant's Pro Rata Share:  To  determine  Tenant's Pro Rata Share of any
cost or  charge  in this  Lease  first  deduct  from  such  cost or  charge  the
contribution,  if any,  made by any Major Store  towards such cost or charge and
then multiply the remainder of such cost or charge by a fraction,  the numerator
of which shall be the Floor Area of the Demised  Premises and the denominator of
which shall be the Floor Area of the Shopping Center.

     J. Real Estate  Taxes and Utility  Charges:  Tenant pays  Tenant's Pro Rata
Share of real estate taxes and utility  charges for the Shopping Center Land and
any improvements thereon. (Section 10)

     K. Common Area Maintenance  Charge:  Tenant pays Tenant's Pro Rata Share of
Landlord's Operating Costs. (Section 17)

     L. Landlord's Insurance - Tenant's Reimbursement:  Tenant pays Tenant's Pro
Rata Share of Landlord's insurance cost. (Section 27)

     M.   Advertising  and  Promotional   Service  or  Merchants'   Association:
Renovation-Opening  Fee does not  apply.  Annual  Promotion  Fee does not apply.
(Section 59)

     N. Landlord's  Mailing Address:  Noro-Broadview  Holding Company,  B.V. c/o
Atlanta Realty Management Group, Inc., 2581 Piedmont Road, Suite A580,  Atlanta,
Georgia 30324 until further notice (Section 9A).

     Rental Payment Address:   Noro-Broadview Holding Company, B.V.
                               C/o Atlanta Realty Management Group, Inc.
                               2581 Piedmont Road, Suite A580
                               Atlanta, Georgia 30324

     O. Tenant's Mailing Address:  Same as indicated hereinabove on this Page 1,
unless a contrary address is set forth in this Section 1.O. ________________ .

     P. Tenant's  Records:  Tenant's  Records shall be maintained at the Demised
Premises unless a contrary address is set forth in this Section 1.P.

     Q. Security  Deposit:  Tenant shall deposit with Landlord upon execution of
this  Lease by Tenant,  the total sum of  $11,161.67,  of which  sum,  $5,580.83
represents  the first  month's  Basic Annual  Rental and charges,  and $5,580.83
represents  security for the faithful  performance  and  observance by Tenant of
each and every term and covenant of this Lease. (Section 57)

     R.  Exhibits:  The  following  exhibits  are attached to this Lease and are
hereby incorporated herein:

          (1) Exhibit A - Lease Plan. Tenant acknowledges that the Lease Plan is
tentative and that Landlord in its sole  discretion may change the leasing plan,
including  the  number and type of  current  or future  tenants,  may change the
shape, size, location, number, and extent of improvements shown thereon, and may
eliminate  or add  any  improvements  to any  portion  of the  Shopping  Center,
provided  that  Landlord  shall not change the size or dimensions of the Demised
Premises by more than ten percent  (10%),  or the location  thereof by more than
thirty (30') feet, without Tenant's consent.  One or more of the Shopping Center
buildings may be moved in any direction or  directions  any distance  within the
Shopping Center Land.

          (2) Exhibit B - Description of the Shopping Center Land.
          (3) Exhibit C - Outline of Landlord's Work and Tenant's Work.
          (4) Exhibit D - Sign Criteria
          (5) Exhibit E - Tenant's Certificate
          (6) Exhibit F - Subordination, Non-Disturbance, and Attornment
                          Agreement
          (7) Exhibit G - Rules And Regulations
          (8) Exhibit H - Landlord's Property
          (9) Exhibit I - Guaranty of Lease

                                       2
<PAGE>

References in this Section 1 to other  Sections are for  convenience  and do not
limit any of the  provisions of this Lease.  Each reference in this Lease to any
of the Basic Lease  Provisions  contained in the Section 1 shall be construed to
incorporate  all of the terms  provided by such Basic Lease  Provisions.  In the
event of any conflict between any Basic Lease Provisions and the balance of this
Lease,  including any exhibits,  rider, addenda or amendment,  then such balance
shall control.

     S. Renovation - Grand Opening Date: November 1, 2000.

                                DEMISED PREMISES

SECTION 2.

     Landlord  hereby leases to Tenant,  and Tenant hereby rents from  Landlord,
for the Lease Term, at the rental,  and upon the terms and conditions herein set
forth,  the  Demised  Premises.  The  Demised  Premises  have  been or  shall be
constructed  in accordance  with the  procedures  and  obligations  described as
Landlord's  Work and Tenant  shall  finish the  Demised  Premises,  at  Tenant's
expense, in accordance with the procedures and obligations described as Tenant's
Work,  with both  Landlord's Work and Tenant's Work being outlined in Exhibit C.
Tenant  shall  submit its plans for  Tenant's  Work to Landlord  for  Landlord's
approval  as set forth in Section 20 and Exhibit C. The number of square feet of
floor area  within the  Demised  Premises,  and where  applicable  the  Shopping
Center, includes, but is not limited to, vestibules for the exclusive use by any
tenant. All areas shall be calculated by using dimensions from the centerline of
the interior or party walls, from the exterior faces of exterior walls, and from
the front of the front lease line, as shown on drawings furnished or approved by
Landlord. The Floor Area of the Demised Premises is calculated by the Landlord's
Architect and is approximate and may, at Landlord's  option,  be recalculated by
Landlord's  Architect at any time during the term of this Lease. The calculation
by Landlord's  Architect  will be final in  determining  the size of the Demised
Premises.  Tenant may, with the prior written consent of Landlord, use the space
above the Demised Premises for the installation of such equipment and facilities
and  under  such  conditions  as  Landlord  may  in  writing   approve.   Tenant
acknowledges   that  neither  Landlord  nor  Landlord's  agents  have  made  any
representations  or warranties as to the suitability of the Demised Premises for
the conduct of Tenant's business.

                                   LEASE YEAR

SECTION 3.

     The first  "Lease  Year" shall  commence on the first day of the Lease Term
and shall end on the last day of the twelfth full calendar  month  following the
commencement  of the Lease Term.  Thereafter  each Lease Year shall consist of a
successive period of twelve (12) calendar months.

                                      TERM

SECTION 4.

     A. The Lease  Term shall  begin on the date  hereof,  and  Tenant  shall be
obligated  to  pay  rentals  as  herein   required,   commencing  on  the  "Rent
Commencement Date" which date shall be:

                                       3
<PAGE>
          (ii) If the Demised Premises are existing on the date hereof, then the
following date:

               (2) November 1, 2000.

Tenant  accepts the Demised  Premises "as is" and in the condition in which they
currently exist.  Tenant  acknowledges that Landlord is not required to complete
any work within the Demised Premises prior to Tenant's occupancy. The outline of
Landlord's  Work in  Exhibit  C is made  solely in the event  that  Landlord  is
required under the Lease to restore the Demised Premises following a casualty or
a taking by Eminent  Domain.  Tenant  shall  promptly  commence  and  diligently
complete  Tenant's  Work as required  by and in  accordance  with  Exhibit C and
Tenant's approved plans.

     B.  Landlord may postpone the date for the  commencement  of the Lease Term
and the date on  which  Tenant  is to open  for  business,  for the  purpose  of
effecting  a joint  opening  with a  substantial  part of the  remainder  of the
Shopping  Center or in the event that a prior tenant fails to timely  vacate all
or any part of the Demised Premises.  Landlord makes no representation as to the
period or periods  that any Major  Stores or any other tenant or occupant in the
Shopping  Center will be open for business,  and this Lease will not be affected
by any closing of any such business.

     C.  After the Rent  Commencement  Date,  and  within  ten (10)  days  after
requested  by Landlord  from time to time,  Tenant  will  execute and deliver to
Landlord and any one or more firms, persons or corporations named by Landlord, a
certificate  and  agreement  substantially  in the  form  of  Exhibit  E, or any
reasonable  modification  thereof  required  by  Landlord  or any  Mortgagee  or
proposed Mortgagee.  If any default is alleged by Tenant, then all facts alleged
in regard  thereto  shall be  included  in such  document.  Failure of Tenant to
execute and deliver such certificate and agreement within the time period stated
shall  constitute  an  unqualified   acceptance  of  the  Demised  Premises  and
acknowledgment by Tenant that the statements contained on Exhibit E as delivered
to Tenant are true and correct without exception,  and that Tenant agrees to the
provisions contained therein. If this Lease is guaranteed,  Tenant and Guarantor
covenant that the Guarantor will sign said certificate and agreement.

                               BASIC ANNUAL RENTAL

SECTION 5.

     Tenant agrees to pay to Landlord  without  set-off or deduction of any kind
Basic Annual Rental in equal monthly installments in advance on the first day of
each full calendar  month during the Lease Term. The first such payment shall be
due on the Rent  Commencement Date and shall prorate the Basic Annual Rental for
the period  from the Rent  Commencement  Date to the first day of the first full
calendar  month in the Lease Term hereof,  which  prorated  Basic Annual  Rental
shall be computed by multiplying one monthly  installment of Basic Annual Rental
by a fraction  the  numerator  of which is the number of calendar  days from the
Rent  Commencement  Date to the first  calendar  day of the first full  calendar
month of the Lease Term and the denominator of which is thirty (30).

                                PERCENTAGE RENTAL
SECTION 6.

                                       4
<PAGE>
                               GROSS SALES DEFINED

SECTION 7.


                                TENANT'S RECORDS

SECTION 8.


                                       5
<PAGE>
                               PAYMENT OF RENTALS

SECTION 9.

     A. All  rental and other  payments  shall be made by Tenant to the order of
and delivered to the rental payment address listed in Section 1 or in such other
manner at such other place as may be designated from time to time by Landlord in
writing at least ten (10) days prior to the next ensuing  payment  date.  Tenant
may pay rental and other  payments  by check  unless  notified  by  Landlord  in
writing to pay by cashier's check.

     B. In addition to the Basic Annual Rental and Percentage Rental required to
be paid pursuant to the terms of this Lease, Tenant agrees to pay, as additional
rental, all sums and other charges required to be paid by Tenant pursuant to the
provisions  and  Exhibits to this Lease,  whether or not the same be  designated
"additional  rental",  and  Landlord  shall have the same  remedies for Tenant's
failure to pay same when and as  required,  as if it  constituted  Basic  Annual
Rental.

     C. If Tenant fails to pay, when due and payable,  any Basic Annual  Rental,
Percentage Rental or any additional rental, other amounts or charges of any kind
or character  provided in this Lease,  such unpaid  amounts shall bear interest;
but, in addition to such  interest,  if  Landlord  shall not have  received  any
monthly  installments  of Basic Annual Rental by the fifth day of the month such
installment  is due, a late charge  equal to the greater of One Hundred  Dollars
($100.00)  or five  percent  (5%) of the then  monthly  payment  amount shall be
assessed  and shall accrue for each month until such rental and all the interest
and late charges are paid in full;  such late charges  imposed by Landlord shall
not waive or be in lieu of Landlord's other remedies  provided in this Lease for
default hereunder.

                                REAL ESTATE TAXES

SECTION 10.

     During  the  Lease  Term,  Tenant  agrees  to  pay in  each  Tax  Year  (as
hereinafter defined), as additional rental,  Tenant's Pro Rata Share of all real
estate taxes, assessments,  and any and all other ad valorem taxes, charges, and
assessments  (including without  limitation,  general and special assessments no
matter  how  designated),  of  every  kind  and  nature,  foreseen  as  well  as
unforeseen,  extraordinary as well as ordinary, payable by Landlord with respect
to the  Shopping  Center Land and all  improvements  thereon.  These taxes shall
include,  but are not  limited  to,  any and all  taxes  on real  estate  rental
receipts or gross receipts of Landlord or any other tax now or at any time after
commencement  of the Lease  Term  imposed  upon  owners of real  estate as such.
Tenant's share shall include the cost,  including  attorneys',  tax consultants'
and appraisal fees, of any negotiation, contest or appeal pursued by Landlord in
an  effort  to reduce or limit the  increase  of any  present  or future  tax or
assessment on which any tax or other imposition  provided for in this Section is
based.

     The  additional  rental  required  hereunder  as Tenant's Pro Rata Share of
taxes shall be paid by Tenant in equal monthly  installments  in such amounts as
are  reasonably  estimated  and billed for each Tax Year (as  defined  below) by
Landlord  at the  commencement  of the Lease Term and at the  beginning  of each
successive Tax Year during the Lease Term, each such installment  being due with
Tenant's monthly payments of Basic Annual Rental.

     Within sixty (60) days after  Landlord's  receipt of tax bills for each Tax
Year, or such reasonable time thereafter, Landlord will notify Tenant of:

     (a) the amount of taxes and assessments on the Shopping Center Land and all
improvements thereon as specified above, and

     (b) the  amount  of  Tenant's  Pro Rata  Share  thereof.  When  applicable,
Tenant's  Pro Rata  Share paid or  payable  for each Tax Year shall be  adjusted
between  Landlord and Tenant;  both Landlord and Tenant hereby agree that Tenant
shall pay to Landlord or Landlord shall credit to Tenant's  account (or, if such

                                       6
<PAGE>
adjustment is at the end of the Lease Term, pay to Tenant),  as the case may be,
within  thirty (30) days after  notice of such amount  necessary  to effect such
adjustment, but without interest on such amount.

     For the Tax Year in which the  Lease  Term  commences  or  terminates,  the
provisions of this Section 10 shall apply,  but Tenant's  liability for Tenant's
Pro Rata  Share  of any  taxes  for such  year  shall be  subject  to a pro rata
adjustment  based  upon the number of days of such Tax Year  falling  within the
Lease Term.

     "Tax Year" means each twelve (12) month period  established as the Tax Year
for the applicable taxes by the taxing authorities having  jurisdiction over the
Shopping Center Land.

     Tenant shall also pay to the appropriate  agency all sales and excise taxes
levied,  imposed or assessed by any taxing  authority  upon any rentals  payable
hereunder.  Tenant shall also be solely  responsible for and pay within the time
provided by law all taxes imposed on its personal property,  fixtures, equipment
and intangible property,  including,  but not limited to, inventory,  furniture,
trade fixtures, apparatus, and equipment.

     Landlord's and Tenant's obligations under this Section 10 shall survive the
expiration or earlier termination of the Lease Term of this Lease.

                          COVENANT OF QUIET POSSESSION

SECTION 11.

     Landlord covenants that it has full right, power and authority to make this
Lease,  and that Tenant or any  permitted  assignee or  permitted  subtenant  of
Tenant shall  peaceably  and quietly have,  hold and enjoy the Demised  Premises
during the Lease Term,  provided  Tenant  complies with its  obligations  herein
contained.

                           USE OF THE DEMISED PREMISES

SECTION 12.

     The Demised  Premises  shall,  during the Lease Term,  be used and occupied
only for the purposes, and operated under the trade name, specifically set forth
in the Lease in Sections 1.E. and 1.F. and not otherwise.  Tenant shall keep the
Demised  Premises open for business  continuously  during the Lease Term between
the hours of 10:00  A.M.  and 9:00 P.M.  at least six (6) days per week  (Monday
through  Saturday) and, 12:00 PM and 5:00 P.M. on Sunday,  or such different and
additional hours and days of the week as shall be prescribed by Landlord; except
that Tenant shall not be required to open on Thanksgiving Day,  Christmas Day or
New  Year's  Day.  In  addition,  upon ten (10) days  prior  written  request to
Landlord  by Tenant,  Tenant  shall  inform  Landlord  of its desire to open the
Demised Premises for business during hours other than those specified herein and
during the period or periods  Tenant does so,  Tenant  agrees to pay to Landlord
the additional  cost and expense  reasonably  estimated by Landlord to have been
incurred by Landlord wholly or partially in connection therewith,  including but
not limited to utilities and services  furnished to the Demised  Premises or any
part of the Common Areas or both.

                                  RADIUS CLAUSE

SECTION 13.

                                       7
<PAGE>
                               OPERATION BY TENANT

SECTION 14.

     Tenant shall,  before the Rent Commencement  Date of this Lease,  comply in
all respects with the provisions of Exhibit C.

     Landlord  reserves the right to adopt  reasonable  rules and regulations of
Landlord which Landlord in its sole discretion shall deem necessary or desirable
from time to time for the general and proper operation of the Shopping Center in
accordance  with good  standards for the operation of a shopping  center,  which
rules and  regulations  Landlord  agrees to uniformly and fairly enforce against
all non major store  tenants in the  Shopping  Center.  Notice of such rules and
regulations  and of any changes  thereto shall be given to the Tenant and Tenant
agrees to comply with and observe all such rules and regulations.  The rules and
regulations,  if any, in effect as of the date of execution  of this Lease,  are
attached  hereto as Exhibit G" and made a part of this Lease.  This is a general
listing  of rules and  regulations  and  activities  which are in  violation  of
Shopping  Center  policy.  Rules of  conduct  apply to all  employees,  tenants,
contractors, vendors, visitors, and patrons.

                                  PARKING INDEX

SECTION 15.

     Subject to the  provisions of Section 30 (Eminent  Domain),  and reasonable
temporary interruptions for repair, restoration,  modification or replacement of
any part of the Shopping Center, Landlord covenants and agrees that at all times
the Shopping  Center shall have  available  for parking of its Tenants and their
customers and invitees within the Shopping Center reasonable  facilities for the
parking of at least four (4.0) cars for each one thousand (1,000) square feet of
gross floor area of the Shopping Center.  In case of expansion or enlargement of
the  Shopping  Center,  or  the  construction  of  additional   buildings,   the
requirements  of this  Section  15 shall  apply  to the  Shopping  Center  as so
enlarged or expanded.

                                  COMMON AREAS

SECTION 16.

     A. Tenant,  its employees and customers shall have the non-exclusive  right
throughout the Lease Term to use in common with others all facilities  furnished
in the  Shopping  Center  (herein  referred to in this Lease as "Common  Areas")
which are  designated for the general use in common of occupants of the Shopping
Center,  which  facilities  shall include but are not limited to parking  areas,
streets, sidewalks,  walkways, canopies, roadways, loading platforms, bus stops,
restrooms,  light  facilities,   ramps,  landscaped  areas,  and  other  similar
facilities.  Such Common  Areas shall at all times be subject to the control and
management  of  Landlord  or such other  parties as  Landlord  may decide  upon.
Landlord shall have the right in its sole discretion,  from time to time, to add
kiosks,  to change the area,  level,  location,  and arrangement of such parking
areas, and any other facilities referred to as the Common Areas; to permit other
parties outside the Shopping Center, and their employees, invitees, or licensees
to use the Common Areas;  to enforce  parking charges (by operation of meters or
otherwise) with appropriate  provisions for free parking ticket  validating;  to
close  temporarily  all or any  portion of said  parking  areas or other  common
facilities to such an extent as may, in the opinion of Landlord, be necessary to
prevent a dedication  thereof or the accrual of any rights therein to the public
or to individuals; and to do such things, and make such rules and regulations as
in Landlord's sole  discretion,  may be appropriate and in the best interests of
the Shopping Center. Except as herein specifically  provided,  Tenant shall have
no right or  interest  in the Common  Areas.  If such  Common  Areas shall be so
changed or diminished  then Landlord shall not be subject to any liability,  and
Tenant  shall not be entitled to any  compensation  or reduction or abatement of
rent and any such  renovation  or  reduction  of the Common  Areas  shall not be
deemed constructive or actual eviction of Tenant.

     B. Tenant and its employees shall park their cars only in those portions of
the  parking  area or at such other  places as  designated  for that  purpose by
Landlord from time to time.  Tenant agrees that from time to time,  upon written
notice from Landlord,  Tenant will, within five (5) days after request therefor,
furnish  Landlord  with the state  automobile  license tag  numbers  assigned to
Tenant's  cars,  and the  cars  of all  Tenant's  employees,  and  Tenant  shall
thereafter  notify  Landlord of changes of such license tag numbers and such new
numbers within five (5) days after such changes occur.

                                       8
<PAGE>
     If Tenant or its  employees  park  their cars in any area other than in the
designated  parking  areas,  after five (5) days notice from Landlord to Tenant,
Landlord  shall have the right to charge  Tenant,  and  Tenant  agrees to pay as
additional rental, Ten Dollars and 00/100 ($10.00) per day per car parked in any
parking area other than those so designated by Landlord. Landlord also maintains
the right to have any of Tenant's or Tenant  employee's cars that are not parked
in the proper area towed away at the car owner's sole expense.

                             EXPENSE OF COMMON AREAS

SECTION 17.

     A.  Landlord  will  operate and  maintain or will cause to be operated  and
maintained the Common Areas.  "Landlord's  Operating  Costs" shall mean the cost
and expense of operating, maintaining,  repairing and replacing the Common Areas
in a manner  deemed by Landlord to be  reasonable,  appropriate  and in the best
interest of the Shopping Center, including,  without limitation,  and by example
only,  all costs and  expenses of  maintaining,  repairing,  lighting,  signing,
cleaning,  exterminating,  painting, striping, and removing of snow, ice, trash,
and debris;  purchasing,  inspecting,  and  depreciating  machinery,  equipment,
fixtures,  and personal  property used in the operation and  maintenance  of the
Common  Areas and other  charges  incurred in  connection  with such  equipment;
replacing  paving,  curbs,  walkways,   landscaping,   drainage,  pipes,  ducts,
conduits,  and similar items, and lighting facilities;  pro-rata personnel costs
(salary and other compensation,  taxes and benefits) including travel for direct
supervision of maintenance  and upkeep  activities;  planting,  replanting,  and
replacing flowers, shrubbery and planters;  providing water to the Common Areas;
providing other services,  if furnished by Landlord for non-exclusive use of all
tenants;  and administering the above enumerated  services in an amount equal to
fifteen (15%) percent of the total cost of operating and  maintaining the Common
Areas.

     B. For each Lease Year during the Lease Term,  Tenant will pay to Landlord,
as additional rental,  without deduction or set-off,  Tenant's Pro Rata Share of
Landlord's Operating Costs.

     C. The Common Area  Maintenance  Charge set forth in Section 1.K.  shall be
paid by  Tenant  in  monthly  installments  in such  amounts  as are  reasonably
estimated and billed by Landlord at the beginning of each  calendar  year,  each
installment  being due on the  first  day of each  calendar  month.  Within  one
hundred twenty (120) days (or such  additional  time thereafter as is reasonable
under the  circumstances),  after the end of each such calendar  year,  Landlord
shall  deliver to Tenant a  statement  of  Landlord's  Operating  Costs for such
calendar  year, and the monthly  installments  paid or payable shall be adjusted
between  Landlord and Tenant;  both Landlord and Tenant hereby agree that Tenant
shall pay to Landlord or Landlord shall credit to Tenant's  account,  or if such
adjustment  is at the end of the Lease Term,  pay to or collect from Tenant,  as
the case may be,  within  thirty  (30) days of receipt of such  statement,  such
amounts as may be necessary to effect  adjustment to Tenant's Pro Rata Share for
such calendar year.  Upon reasonable  notice,  Landlord shall make available for
Tenant's inspection, during Landlord's normal business hours, Landlord's records
relating  to  Landlord's  Operating  Costs.  Failure of  Landlord to provide the
statement  called for  hereunder  within the time  prescribed  shall not relieve
Tenant from its obligations hereunder.

                                    SECURITY

SECTION 18.

     Landlord  may,  from time to time and to the  extent it deems  appropriate,
arrange for security  services in the Common Areas or manned traffic control for
special events at the Shopping  Center.  Notwithstanding  any other provision of
this  Lease,  Landlord  shall not be liable for any loss or damages  suffered by
Tenant or anyone  else for failure to supply  such  security  services or manned
traffic  control  and  Landlord  shall not assume any  obligation  to ensure the
safety of tenants or any  occupants  of the Shopping  Center by  providing  such
security  services  or  traffic  control.  If any  such  security  services  are
supplied,  then Landlord shall not be liable for loss or damage except as caused
by  Landlord's  negligence  or willful  misconduct  no matter how caused.  It is
agreed that by Landlord's supplying such security services,  Tenant shall not be
relieved of its duty to maintain  security within the Demised  Premises.  If any
such security services or manned traffic control are provided,  the Tenant shall

                                       9
<PAGE>
pay each month,  in arrears,  Tenant's Pro Rata Share of the cost thereof  which
shall include but not be limited to, the cost of contracting for such service or
services, uniforms, equipment, employment taxes, alarm systems, other reasonable
expenses,  and reasonable  administration  charges and  insurance.  Landlord may
elect to charge the cost of security to Landlord's  Operating  Costs, and if so,
Tenant's  Pro Rata  Share of such  cost  will be paid  accordingly  as a part of
Tenant's Common Area Maintenance Charge.

                       UTILITIES, ELECTRICITY, AND OTHERS

SECTION 19.

     A. Tenant  shall be solely  responsible  for all  charges  for gas,  water,
electricity,  telephone,  and other  utility  services and sewer  charges  used,
rendered, supplied, or imposed upon the Demised Premises,  regardless of whether
a public  utility or Landlord as provided below is the supplier of the same, and
Tenant shall indemnify Landlord and save Landlord harmless against any liability
or charges on account thereof.

     B. In the event  Landlord  elects to channel  Tenant's  water  through  the
Landlord's  master  meter,  Tenant agrees to pay Landlord a pro rata share based
upon Landlord's  estimate of Tenant's  average annual water usage,  and Landlord
and Tenant shall  reconcile and adjust such payments based on Landlord's  actual
bills on a biannual basis. If Tenant disputes  Landlord's estimate on reasonable
grounds and the amount in dispute is more than  Seventy-Five  Dollars and 00/100
($75.00)  for any Lease Year,  then the  determination  of the  supplier of such
water shall be binding upon the parties,  and  appropriate  refund or additional
payment shall be made as applicable.

     C.  Landlord  may,  at any time  during the Lease  Term,  elect to furnish,
install a  submeter,  and bill  Tenant for  electrical  energy  for the  Demised
Premises.  During the period Landlord  furnishes such electrical energy, it will
be furnished in accordance with Tenant's  requirements,  with  measurement of or
metering for Tenant's consumption of electricity.

     D. Tenant agrees that it will not install any  equipment  which will exceed
or overload the capacity of any utility  facilities,  whether provided by Tenant
or Landlord,  and that,  if any  equipment  installed  by Tenant  shall  require
additional  utility  facilities,  the same shall be furnished  and  installed at
Tenant's expense in accordance with plans and  specifications  to be approved in
writing by Landlord.

     E. Landlord shall under no  circumstances be liable to Tenant in damages or
otherwise  for  any   interruption   or  cessation  in  the  service  of  water,
electricity,  or other  utilities and services  unless due to the  negligence or
willful misconduct of Landlord.  No such interruption or cessation shall relieve
Tenant  from  the  performance  of any of  Tenant's  covenants,  conditions  and
agreements under this Lease.  There shall be no constructive  eviction,  and the
Lease Term shall not be affected by any  interruptions in the services of water,
electrical or other utilities and services.

              TENANT'S IMPROVEMENTS, FIXTURES, AND MECHANICS' LIENS

SECTION 20.

     A. Tenant shall  conduct its initial  construction  activities  to complete
Tenant's Work in accordance  with Exhibit C and with  Subsections C, D, E, and F
below.

     B. Following  Tenant's  initial  construction  activities,  Tenant may make
alterations,  additions,  or improvements to the Demised  Premises in accordance
with  Subsections  C, D, E and F below,  provided that Tenant shall not make any
such alterations to the structural elements, the exterior signs, the mechanical,
electrical,  plumbing or sprinkler systems, the storefront, or the demising wall
(except for decorative changes to the interior face thereof).  Tenant shall give
Landlord  thirty  (30)  days  notice  of its  intention  to make  any  permitted
alterations  and,  upon  Landlord's  request,  Tenant  shall  furnish  plans and
specifications for such permitted alterations.

     C. All  construction  work done by Tenant within the Demised Premises shall
be performed in a good workmanlike  manner,  in compliance with all governmental
and insurance company requirements,  and at such times and in such manner as not
to  unreasonably  interfere with the  construction  or renovation  activities of
Landlord or others in the Shopping Center. Tenant shall, at its expense,  remove
from the Demised  Premises  and from the Shopping  Center,  all trash and debris
created by Tenant.

                                       10
<PAGE>
     D. No  construction  work done by Tenant is solicited by or provided at the
instance  of  Landlord or any person  acting on behalf of  Landlord,  and Tenant
shall   notify  all   laborers,   materialmen,   architects,   contractors   and
subcontractors that all services and materials are provided only at the instance
of  Tenant  and  not  Landlord.  In  the  event  any  mechanics',  laborers'  or
materialmen's  or other lien shall be filed against the Demised  Premises or any
part of the Shopping Center Land or any improvements  thereon by reason of work,
labor,  services or  materials  performed  or furnished to or at the instance of
Tenant or to anyone holding the Demised Premises through or under Tenant, Tenant
shall forthwith cause the same to be discharged or bonded to the satisfaction of
the Clerk of the Superior Court of the County in which the Demised  Premises are
located  in  accordance  with the laws of the  State of  Georgia  with  security
satisfactory  to Landlord.  If Tenant shall fail to cause such lien forthwith to
be so discharged or bonded after being notified of the filing thereof,  then, in
addition to any other right or remedy of Landlord,  Landlord may  discharge  the
same by paying the amount  claimed to be due, and the amount so paid by Landlord
shall  bear  interest  at the rate set  forth in  Section  51 and all  costs and
expenses,  including  all  reasonable  and actual  attorneys'  fees  incurred by
Landlord in procuring  the  discharge of such lien,  shall be due and payable by
Tenant to  Landlord as  additional  rental  with the next  installment  of Basic
Annual Rental, or may, at Landlord's election, be subtracted from any sums owing
to Tenant.

     E. All  unattached  movable trade  fixtures and trade  apparatus  owned and
installed by Tenant in the Demised  Premises shall remain the property of Tenant
and shall be removable at any time up to the  expiration or earlier  termination
of the Lease Term,  provided that Tenant shall not be in default of any terms or
covenants of this Lease, and provided  further that Tenant shall  simultaneously
repair any damage to the Demised  Premises caused by the installation or removal
of same. If Tenant is in default,  Tenant shall not remove or permit the removal
of said property until all defaults have been cured.  All fixtures  installed by
Tenant shall be new or like new and of good quality.

     F. Tenant's obligation to observe and perform any of the provisions of this
Section 20 shall survive the expiration or earlier termination of this Lease.

                             LANDLORD'S MAINTENANCE

SECTION 21.

     A. Landlord will repair the roof,  foundations,  and exterior  walls of the
Demised  Premises  and the  utility  lines  outside  the  exterior  walls of the
building of which the Demised  Premises are a part,  provided  that in each case
Landlord  shall have  received  prior  written  notice of the  necessity of such
repairs from Tenant, and provided further that if any such repair is required by
reason of Tenant's  failure to comply with any of Tenant's  obligations  in this
Lease or the  negligence  of Tenant or any of  Tenant's  agents,  employees,  or
invitees, or is the result of Tenant's Work or the installation of its equipment
and property,  Tenant shall at its expense promptly make such repairs. If Tenant
fails to perform any of its obligations under Sections 21 or 22, Landlord may at
its option perform same and Tenant shall pay, with the next installment of Basic
Annual Rental,  the cost thereof together with interest at the rate set forth in
Section 51 from the date of payment by  Landlord.  Landlord  shall not be liable
for any damages  resulting  from its failure to make repairs unless such failure
continues  beyond a  reasonable  time after  receipt  of  written  notice of the
necessity for such repairs from Tenant.

     B. Except as  hereinabove  provided,  Landlord  shall have no obligation to
repair,  maintain,  alter,  replace,  or modify the Demised Premises or any part
thereof,  or any  plumbing,  heating,  which  is not part of the  central  plant
system,  electrical,  air  conditioning,  which is not part of the central plant
system,  or other  mechanical  equipment  installed  therein  or  serving  same.
Landlord  shall not be  obligated to repair,  replace,  or maintain any windows,
doors, frames or supports therefor, plate glass or other glass. Tenant expressly
waives the  benefits  of any statute now or  hereinafter  in effect  which would
otherwise  afford Tenant the right to make repairs at  Landlord's  expense or to
terminate this Lease because of Landlord's  failure to keep the Demised Premises
in good order, condition or repair.

                                       11
<PAGE>
                              TENANT'S MAINTENANCE

SECTION 22.

     A. Except as the contrary is provided in Section 21,  Tenant  covenants and
agrees to keep and maintain the Demised  Premises and every part thereof in good
order,  condition  and  repair,  clean,  sanitary  and safe,  and to  perform at
Tenant's expense all such work as may be necessary to alter,  modify, or replace
same  (such work  being  hereinafter  collectively  referred  to as  "repairs"),
including,  but not  limited  to,  any  improvements,  fixtures,  and  equipment
thereto,  therein,  or above the  Demised  Premises  installed  by  Tenant;  the
exterior and interior portions of all doors,  door locks,  roll gates,  windows,
glass,  plumbing,  and sewage  facilities  which are not Landlord's  obligation;
fixtures,any and all heating and air conditioning  equipment,  which is not part
of the central  plant  system,  interior and exterior  mechanical  equipment and
electrical equipment,  interior walls, floors, and ceilings. All of such repairs
shall comply with applicable governmental and insurance company requirements and
shall be promptly accomplished,  at Tenant's own expense and using materials and
labor of kind and quality equal to the original  work.  Tenant agrees to keep in
force a standard  maintenance  agreement  on all  heating  and air  conditioning
equipment  and to  provide a copy of said  maintenance  agreement  to  Landlord;
however,  the Landlord has the option to purchase a maintenance  contract on the
HVAC  system  and the  Tenant  will  reimburse  the  Landlord  the  cost of that
maintenance  contract  on a  monthly  basis.  All parts of the  interior  of the
Demised  Premises shall be painted or otherwise  decorated by Tenant as and when
reasonably necessary as determined and approved by Landlord,  but at least every
five (5) years.  Tenant will surrender the Demised Premises at the expiration or
earlier  termination  of this  Lease  in as  good  condition  as when  initially
completed by Tenant,  excepting only  deterioration  caused by ordinary wear and
tear, and except as the contrary is provided in this Lease. All replacements and
modifications  shall  become the  property  of  Landlord at the end of the Lease
Term.

     B. If any  repairs  required to be made by Tenant  hereunder  are not begun
immediately  and completed  within ten (10) days, or in case of emergency if the
same are not begun immediately,  then without limiting any other right to remedy
it that Landlord may have,  Landlord may at Landlord's  option make such repairs
without liability to Tenant for any loss or damage which may result to Tenant by
reason thereof;  and Tenant shall  immediately pay to Landlord,  upon demand, as
additional  rental hereunder,  the cost of such repairs,  plus interest from the
date of  payment  by  Landlord  until  repaid by Tenant at the rate of  interest
specified in Section 51. The  performance by Landlord of repairs  required to be
made by Tenant shall not  constitute a waiver of Tenant's  default in failing to
perform same. If any repairs required to be made by Tenant are begun immediately
upon the same becoming necessary,  but cannot reasonably be completed within ten
(10) days,  even though such repairs are  prosecuted  with due  diligence,  then
Tenant shall have an additional  reasonable  period of time to complete same, so
long as it continues to prosecute the completion of such repairs and provided it
keeps  Landlord fully  informed with  reference  thereto.  All such work done by
Tenant  within the Demised  Premises  shall be performed  in a good  workmanlike
manner using materials of at least equal quality to those previously used in the
Demised  Premises to ensure  compliance with all  governmental  requirements and
with all the  terms of this  Lease and at such  times  and in such  manner as to
cause a minimum of interference with the transaction of business in the Shopping
Center.

                     ENTRY, INSPECTION, POSTING, AND DISPLAY

SECTION 23.

     A. Landlord,  and all persons authorized by Landlord, may enter the Demised
Premises at all  reasonable  times to inspect  same,  to perform any work on the
Demised  Premises or in connection  with work for the Shopping  Center,  to show
same to prospective  lenders,  purchasers or tenants,  and to complete all other
reasonable purposes desired by Landlord.  Nothing herein shall imply any duty on
the  Landlord  to do any work which  Landlord  is not  specifically  required to
perform  under this Lease or to perform any work which Tenant may be required to
perform.

     B.  Landlord  hereby  reserves  such licenses and easements in and over the
Demised  Premises  or any  portion or  portions  thereof as shall be  reasonably
appropriate for the  installation or maintenance of mains,  conduits,  pipes, or
other facilities which may be located in the ceiling, demising walls, or corners
of the Demised  Premises and are needed to serve the Shopping Center or any part
thereof.

                                       12
<PAGE>
                                 APPLICABLE LAWS
SECTION 24.

     Tenant  shall,  during the Lease Term,  at Tenant's  sole cost and expense,
promptly  comply with any and all present and future  laws,  ordinances,  rules,
regulations,  directives  and  standards  of  all  federal,  state,  county  and
municipal   governments  and  all   departments  and  agencies   thereof  having
jurisdiction  over the  Demised  Premises,  including  but not  limited  to, the
installation  of any  sprinkler  system  and the  making of all  changes  to the
Demised  Premises which now or hereafter may be required in order to comply with
the  foregoing.  Tenant  covenants  and agrees to  indemnify  and save  Landlord
harmless from any penalties,  damages,  and charges imposed for any violation of
any of the  covenants  herein  expressed,  whether  occasioned  by Tenant or any
person  on the  Demised  Premises.  If Tenant  fails to  comply  with any of the
foregoing, and as the result thereof or otherwise the premiums for any insurance
which the Landlord may then or thereafter  have covering the Shopping  Center or
any part thereof be increased,  then, without limiting Landlord's other remedies
or rights in regard to such failure,  Tenant shall pay to Landlord on demand all
such increases in any such insurance  premiums on the Shopping  Center,  or such
part thereof as Landlord may reasonably require.

     Tenant has  determined  in advance of Tenant's  execution of this Lease the
compliance of each proposed aspect of Tenant's  operations  permitted under this
Lease  with  all  applicable  zoning  laws  and  other  laws,  restrictions  and
regulations.  Tenant shall have no claim against  Landlord for any damages,  and
Tenant shall not have the right to terminate this Lease should  Tenant's use and
occupancy  of the Demised  Premises  for the purposes set forth in this Lease be
prohibited  or  substantially  impaired  by  reason  of any law,  ordinance,  or
regulation of federal,  state, county or municipal governments,  or by reason of
any act of any legal or governmental or other public authority.

                                 INDEMNIFICATION
SECTION 25.

     A. Tenant agrees to indemnify Landlord, its agents,  officers and employees
and all  present  and future  Major  Stores  from all suits,  actions,  damages,
liability  and expense in connection  with the loss of life,  bodily or personal
injury or property  damage (and each and all of them) arising from or out of any
occurrence  in,  upon,  or  from  the  Demised  Premises  or  resulting  from or
attributable  to the  occupancy  or use of said  Demised  Premises  or any  part
thereof by Tenant,  its  agents,  officers,  employees,  contractors,  servants,
invitees,  licensees or  concessionaires  or occasioned wholly or in part by any
act or  omission  of  Tenant,  its  agents,  officers,  employees,  contractors,
servants,  invitees,  licensees  or  concessionaires.  Tenant  shall  store  its
property  in,  and shall  occupy,  the  Demised  Premises  at its own risk,  and
releases  Landlord,  to the fullest extent  permitted by law, from all claims of
every kind  resulting in loss of life,  personal or bodily  injury,  or property
damage,  no matter when or where or to whom same occurs without being limited by
any  other  provision  of  this  Lease,   excepting  therefrom  Landlord's  sole
negligence or willful misconduct.

     Landlord  shall  not be  responsible  or  liable  to Tenant or to any other
person or persons  for any loss or damage to either the  person or  property  of
Tenant or to any other person or persons,  including  other tenants or occupants
of the  Shopping  Center,  unless  such  loss  or  damage  is due to  Landlord's
negligence or willful  misconduct.  Landlord  shall not be  responsible  for any
injury, loss, or damage to any person or resulting from bursting,  breakage,  or
leakage,  from steam,  snow,  or ice,  from  running,  backing up,  seeping,  or
overflowing water or sewage in any part of said Demised Premises or the Shopping
Center or for any injury or damage caused by or resulting from fire,  vandalism,
acts of God, or the elements, or for any injury or damage caused by or resulting
from any defect or negligence in the occupancy, construction,  operation, or use
of the Demised  Premises or any  machinery,  apparatus  or  equipment by anyone.
Landlord  shall not be liable to Tenant for any damages  arising from any act or
neglect of any other tenant in the Shopping Center.

     B. Landlord shall at all times during the Lease Term indemnify  Tenant from
suits, actions, damages, liability, and expense in connection with loss of life,
bodily  or  personal  injury  or  property  damage  arising  from  or out of any
occurrence in or upon the Common Areas of the Shopping Center, when not a result
of any act or omission of Tenant,  or any of its  agents,  employees,  officers,
contractors, servants, invitees, licensees or concessionaires.

                                       13
<PAGE>
                               TENANT'S INSURANCE
SECTION 26.

     A. Tenant shall at all times  during the Lease Term  maintain in full force
and effect the following insurance covering the Demised Premises:

          (1)  Commercial   general  liability   insurance  for  any  occurrence
resulting  in bodily or  personal  injury to or the death of any  person or more
than one person, or for damage to property,  and  consequential  damages arising
therefrom,  in  the  amount  of  at  least  Three  Million  and  00/100  Dollars
($3,000,000.00) combined single limit per  occurrence/aggregate.  Said insurance
shall be  written on an  "occurrence"  basis and not on a "claims  made"  basis.
Landlord  shall have the right,  exercisable by giving written notice thereof to
Tenant,  to require  Tenant to increase such limit if, in Landlord's  reasonable
judgment,  the amount  thereof is  insufficient  to protect  the  Landlord  from
judgments which might result from such claims, demands or actions.  Tenant shall
use its good faith  efforts to cause its liability  insurer to insure  Landlord,
Landlord's agents,  employees,  partners,  officers,  and directors ("Landlord's
Protected  Parties")  as  "named  insureds,"  and if  Tenant is unable to do so,
Tenant shall  nevertheless  cause Landlord's  Protected Parties to be insured as
"additional  insureds."  Tenant shall cause its  liability  insurance to include
contractual liability coverage fully covering the indemnity set forth in Section
25A.

          (2) Workers'  Compensation  Insurance with Employers' Liability limits
of $100,000.00 Each Accident, $100,000.00 Disease-Each Employee, and $500,000.00
Disease-Policy Limit.

          (3) Insurance  covering all trade fixtures,  signs, plate glass, floor
covering,  decorative items, furniture,  furnishings,  machinery,  equipment and
merchandise in the Demised  Premises to the extent of one hundred percent (100%)
of the replacement  cost under a Standard Fire and Extended  Coverage Policy and
covering  all other  risks of direct  physical  loss as  insured  against  under
Special Form ("all risk" coverage) with  endorsement  for business  interruption
with  extended  indemnity  for twelve (12) months,  and  coverage for  sprinkler
leakage liability.

     B. All of the aforesaid  insurance shall be in responsible  companies.  The
insurer and the form,  substance  and amount  (where not stated  above) shall be
satisfactory  from time to time to Landlord and any  mortgagee of Landlord,  and
shall  unconditionally  provide  that  it is  not  subject  to  cancellation  or
non-renewal,  except  after at least thirty (30) days' prior  written  notice to
Landlord and any mortgagee of Landlord. Originals of Tenant's insurance policies
(or certificates  thereof  satisfactory to Landlord,  together with satisfactory
evidence of payment of the premiums  thereon),  shall be deposited with Landlord
prior to Tenant's  possession of the Demised  Premises and renewals  thereof not
less than thirty (30) days prior to the end of the terms of such coverage.

     C. If at any time during the term of this Lease,  Tenant owns or rents more
than one location,  the policy shall contain an  endorsement  to the effect that
the aggregate limit in the policy shall apply  separately to each location owned
or rented by Tenant.

                  LANDLORD'S INSURANCE - TENANT'S REIMBURSEMENT

SECTION 27.

     A. Subject to reimbursement as hereinafter provided, Landlord shall pay for
and  maintain  in full force and effect the  following  insurance  covering  the
Shopping  Center in standard form generally  used in the State of Georgia,  with
insurance companies authorized to do business in such State:

          (1)  Commercial   general  liability   insurance  for  any  occurrence
resulting  in bodily or  personal  injury to or the death of any  person or more
than one person, or for damage to property,  and  consequential  damages arising
therefrom  in  the  amount  of  at  least  Three  Million  and  00/100   Dollars
($3,000,000.00) combined single limit per  occurrence/aggregate.  Said insurance
shall be written on an "occurrence basis" and not on a "claims made" basis.

          (2) Insurance covering the building of which the Demised Premises
constitute a part, excluding foundations to the extent of not less than eighty
percent (80%) of the replacement cost of said building with an agreed amount
endorsement, including Tenant's Work required by Exhibit C, against all
casualties provided by the Standard Fire and Extended Coverage Policy and
covering all other risks of direct physical loss as insured against under
Special Form ("all risks" coverage) Landlord shall be named as the insured and
all proceeds

                                       14
<PAGE>
of  insurance  shall be payable to Landlord.  Said  insurance  shall  contain an
endorsement  waiving  the  insurer's  right of  subrogation  against any Tenant,
provided that such waiver of the right of subrogation  shall not be operative in
any case where the effect thereof is to invalidate such insurance coverage or to
increase  the cost  thereof  (except  that Tenant  shall have the right,  within
thirty (30) days following written notice,  to pay such increased cost,  thereby
keeping such waiver in full force and effect).

     B. If at any time during the term of this Lease Landlord owns more than one
location,  the policy  shall  contain  an  endorsement  to the  effect  that the
aggregate  limit in the policy shall apply  separately to each location owned by
Landlord.  In order to assist, but not be binding upon,  Landlord in determining
the amount of  insurance  which it will obtain for Tenant's  Work,  Tenant shall
furnish to  Landlord,  upon the  completion  of its work,  and from time to time
thereafter,  such evidence as Landlord may reasonably  require as to the cost or
value thereof exclusive of trade fixtures,  signs,  plate glass, floor covering,
decorative items, furniture, machinery, equipment and merchandise.

     C. Tenant  agrees to pay to Landlord,  as additional  rental,  Tenant's Pro
Rata Share of the cost to Landlord  of  insurance  obtained by Landlord  for the
Shopping  Center,  including,  but not limited to, that required by this Section
27. Such share shall be prorated  for any partial  year.  Payment for such share
shall be made in equal monthly  installments in advance on the first day of each
month.  Landlord  may  elect to  charge  the  cost of  insurance  to  Landlord's
Operating Costs and, if so,  Tenant's Pro Rata Share will be billed  accordingly
as a part of Tenant's Common Area Maintenance Charge.

                              WAIVER OF SUBROGATION
SECTION 28.

     Landlord  and Tenant  hereby  grant to each other on behalf of any  insurer
providing  the  insurance  to either of them  described in Sections 26 and 27, a
waiver of any right of  subrogation  which any such insurer may acquire  against
the other or against the officers,  directors,  employees,  agents, partners and
representatives  of the  other by  virtue  of  payment  of any loss  under  such
insurance.  Tenant,  on behalf of its insurance  companies,  waives any right of
subrogation  which said  insurer or  insurers  may have  against any Major Store
which is or becomes an owner  and/or  occupant of any portion or portions of the
Shopping Center.

                             FIRE OR OTHER CASUALTY

SECTION 29.

     A. Unless this Lease is  terminated  as provided in Section  29.B.,  if the
Demised Premises or any of the buildings of the Shopping Center shall be damaged
or destroyed by any casualty covered by the insurance  maintained or required to
be maintained by Landlord pursuant to Section 27, then Landlord shall, when paid
and to the extent of available insurance proceeds, cause the same to be restored
substantially to the state originally constructed,  and Tenant shall do likewise
with respect to those items covered by the  insurance  maintained or required to
be maintained by Tenant pursuant to Section 26.A.,  all within a reasonable time
after such damage or destruction.

     B. If the Demised Premises or any of the buildings  comprising the Shopping
Center  shall be damaged or destroyed  by a casualty  and  Landlord's  architect
shall certify that the extent of such damage or destruction  is one-fifth  (1/5)
or more of the replacement value thereof  immediately prior to the occurrence of
such damage or destruction,  or if insurance  proceeds are not paid to Landlord,
Landlord  shall have the option to terminate  this Lease by giving Tenant notice
in  writing  any time  within  ninety  (90) days  after the  occurrence  of such
casualty.

     C. In the event of any  termination  of this Lease under the  provision  of
Section  29.B.,  this Lease shall  terminate at the end of the calendar month in
which the  notice of  termination  is given and Basic  Annual  Rental  and other
charges shall be prorated as of the date of such casualty.

     D. If the Demised Premises are damaged or destroyed the Basic Annual Rental
and other charges, shall be abated in such proportion as the part of the Demised
Premises rendered untenantable bears to the total Demised Premises from the date
of any casualty until the Demised Premises are repaired or restored. Tenant
shall continue to operate its business

                                       15
<PAGE>
in the Demised Premises during such period to the extent reasonably  practicable
from the standpoint of reasonable business management.  Except for the abatement
of the Basic Annual  Rental and other  charges as foresaid,  Tenant shall not be
entitled to any  compensation  or damage for loss in the use of the whole or any
part of the Demised  Premises,  inconvenience,  or annoyance by any such damage,
destruction, repair, or restoration.

                                 EMINENT DOMAIN

SECTION 30.

     A. In the event that the whole or any part of the Demised Premises,  or ten
percent  (10%) or more of the Floor Area of the  Shopping  Center,  or more than
twenty  percent (20%) of the parking area of the Shopping  Center shall be taken
under the power of Eminent Domain (as defined below), this Lease shall thereupon
terminate as of the date possession of said portion is taken if either Tenant or
Landlord notifies the other party of its cancellation of the Lease within thirty
(30) days after such taking by Eminent Domain; provided, however, Tenant may not
cancel this Lease for any such taking of the  parking  area unless the  Landlord
notifies Tenant within thirty (30) days after such taking that Landlord will not
provide  additional  parking either by  construction  of a parking deck or decks
within the  Shopping  Center or by making  available  parking  (ground-level  or
parking  decks  or  both)  within  the  Shopping  Center  or in an area or areas
adjacent thereto, or one or more of the above alternative actions which together
with the  parking  spaces not so taken will,  when the same has been  completed,
provide at least eighty  percent (80%) of the parking spaces which were provided
immediately  prior to such taking by Eminent Domain.  In the event of any taking
under the power of Eminent Domain which does not permit a  cancellation  of this
Lease,  or if same permits such  cancellation  but such right of cancellation be
not  effectively  exercised,  then the  provisions of this Lease shall remain in
full  force and  effect,  without  reduction  in Basic  Annual  Rental and other
charges to be paid by Tenant under this Lease.

     B. In the event the Demised Premises or any part thereof, or any other part
of the  Shopping  Center,  shall be taken or  condemned  either  permanently  or
temporarily  by any right of  Eminent  Domain,  the entire  compensation  award,
including but not limited to damages for leasehold and  reversion,  shall belong
to the Landlord without any deduction therefrom for any present or future estate
of Tenant,  and Tenant hereby expressly waives any claim and assigns to Landlord
all of Tenant's  right,  title and interest to any such award.  If this Lease is
terminated  due to any such taking of the Demised  Premises or any part thereof,
Tenant  shall,  however,  be  entitled  to  claim,  prove  and  receive  in such
condemnation  proceedings  an  award as may be  allowed  for  relocation  costs,
removable  fixtures and  equipment  installed by Tenant,  but only to the extent
that the same shall not reduce  Landlord's award and only if such award shall be
in addition to the award for the Shopping Center Land and the Demised Premises.

     C. If this Lease is  terminated as provided in this Section 30, all rentals
and other charges  shall be paid up to the date that  possession is taken by the
public authority, and Landlord shall make an equitable refund of any rentals and
other charges (but  excluding  Percentage  Rental) paid by Tenant in advance and
not yet earned.

     D. A voluntary sale by Landlord to any public or quasi-public  body, agency
or person,  corporate or  otherwise,  having the power of eminent  domain either
under threat of  condemnation,  or while  condemnation  proceedings are pending,
shall be deemed to be a taking by Eminent Domain for the purposes of this Lease.

                         FINANCIAL INFORMATION OF TENANT

SECTION 31.

     Tenant  shall at any time and  from  time to time at  reasonable  intervals
during the Lease Term,  within fifteen (15) days of written request by Landlord,
deliver to Landlord such financial  information  concerning  Tenant and Tenant's
business  operations  (and  the  Guarantor  of  this  Lease,  if  the  Lease  is
guaranteed)  as may be  reasonably  requested by any  Mortgagee  or  prospective
Mortgagee or purchaser of the Shopping Center or any portion thereof.  If Tenant
fails to provide such  information  promptly,  then,  without limiting any other
remedy  which  Landlord  may have  for  such  failure,  Landlord  may  thereupon
terminate this Lease on not less than ten (10) days' written notice to Tenant.

                                       16
<PAGE>
                            ASSIGNMENT AND SUBLETTING

SECTION 32.

     Tenant shall not assign,  mortgage or encumber  this Lease,  in whole or in
part,  or sublet all or any part of the  Demised  Premises,  or allow the use or
possession  of  all  or  any  part  of the  Demised  Premises  by any  licensee,
concessionaire  or other entity, or permit the transfer of the effective control
or  ownership  of  Tenant's  business  operations  to  persons  other than those
presently in control thereof (except by devise or intestate  succession or gifts
to family members), without the prior written consent of Landlord, which consent
shall be in  Landlord's  sole  discretion  without  adhering  to a  standard  of
reasonableness.  Notwithstanding  any  assignment or sublease to which  Landlord
consents,  Tenant  shall  remain  fully  liable and shall not be  released  from
performing any of the terms of this Lease. Tenant shall pay to Landlord a fee in
the amount of  $500.00 in advance  for  Landlord's  expense in  considering  any
proposed assignment or subletting.  The consent by Landlord to any assignment or
subletting  shall not  constitute a waiver of the  necessity for such consent to
any subsequent  assignment or subletting.  This prohibition against assigning or
subletting shall be construed to include a prohibition against any assignment or
subletting  by  operation  of law.  If this Lease is  assigned or if the Demised
Premises or any part thereof is occupied by anybody other than Tenant,  Landlord
may  collect  rent from the  assignee  or  occupant  and  apply  the net  amount
collected to the rentals herein required,  but no such  assignment,  subletting,
occupancy  or  collection  shall be  deemed a waiver  of this  provision  or the
acceptance of the assignee,  subtenant or occupant as tenant, or as a release of
Tenant from the further  performance  by Tenant of the provisions on its part to
be observed or performed herein.

                          OWNERSHIP OF CERTAIN PROPERTY

SECTION 33.

     Upon the  expiration  or earlier  termination  of this Lease,  Tenant shall
surrender to Landlord the Demised  Premises in good  condition and repair except
for ordinary wear and tear and for damage from fire or other  casualty  required
to be insured by Landlord.  Landlord and Tenant  acknowledge that Landlord shall
have the  right to retain  (i) all  personal  property  located  on the  Demised
Premises at the  commencement  of the Term,  including  any  replacements  of or
improvements to such property made by Tenant, including, without limitation, all
heating and air  conditioning  equipment,  apparatus,  fixtures  (except  signs,
unattached movable trade fixtures and furniture  installed by Tenant),  and (ii)
certain  personal  property  placed or to be placed on the  Demised  Premises by
Tenant which is described on Exhibit H attached hereto ("Landlord's  Property").
Tenant shall not remove any alterations,  improvements,  additions, machinery or
equipment  which may be made or  installed  from  time to time by  either  party
hereto,  in, upon or about the Demised  Premises or any of  Landlord's  Property
when it vacates the Demised Premises,  and title to Landlord's Property shall be
vested solely in Landlord without any payment to Tenant. Tenant hereby grants to
Landlord a lien and a security  interest  in all  goods,  inventory,  equipment,
trade fixtures, and all personal property belonging to Tenant that are or may be
placed  on the  Demised  Premises  during  the Term and all  proceeds  from such
property.  This security  interest shall secure all amounts to be paid by Tenant
to Landlord under this Lease, including all costs of collection and other costs,
and any other  indebtedness  Tenant owes to Landlord.  Upon Landlord's  request,
Tenant  agrees to sign a financing  statement or security  agreement in order to
perfect this security interest. This lien shall be in addition to any Landlord's
lien provided by law which may now or at any time hereafter exist.

                               HOLDOVER BY TENANT

SECTION 34.

     If Landlord and Tenant have not reached a written agreement allowing Tenant
to hold over at the expiration of the Lease Term,  during any such period Tenant
shall be a tenant at  sufferance  at one and one-half  the Basic  Annual  Rental
payable hereunder immediately prior to the expiration of the Lease Term.

                                       17
<PAGE>
                                  FORCE MAJEURE
SECTION 35.

     Landlord  and Tenant  shall each be excused for the period of any delay and
shall not be deemed in default  with  respect to the  performance  of any of the
terms, covenants and conditions of this Lease (except for the payment of rental)
when  prevented  from so doing by cause or causes beyond  Landlord's or Tenant's
control,  which shall include,  without  limitation,  all labor disputes,  civil
commotion,  governmental  regulations  or  controls,  fire  or  other  casualty,
inability to obtain any material or services, provided such material or services
are  timely  ordered,  acts of God,  or any other  causes,  whether  similar  or
dissimilar to the foregoing,  not within the reasonable  control of the Landlord
or the Tenant.

                             ADDITIONAL CONSTRUCTION
SECTION 36.

     Subject to the  provisions  of Section 15 of this  Lease,  Landlord  hereby
reserves the right at any time,  and from time to time, to make  alterations  or
improvements,  and to build  additional  buildings  and stories on the  Shopping
Center or on land  adjoining  the same or within  the Common  Areas,  including,
without  limitation,  the  construction or addition of multiple story buildings,
kiosks, and double-deck or elevated parking  facilities.  Landlord also reserves
the right to permit  others from time to time to so construct and to improve the
Shopping Center as described  above,  such  construction  to include  additional
stores on any such building or buildings adjoining same.

                                   BANKRUPTCY

SECTION 37.

     During the Lease  Term,  in the event of a filing or any  proceeding  by or
against Tenant for the  adjudication  of Tenant as a bankrupt  debtor or for any
other relief under the bankruptcy or insolvency laws of the United States (Title
11 of the United States  Bankruptcy Code, the "Bankruptcy  Code"),  Landlord may
exercise any and all rights  available to landlords  under the Bankruptcy  Code.
Tenant acknowledges that this Lease is a lease of non-residential  real property
which has been developed or will be developed as a shopping center.  The Trustee
shall have the right to assume Tenant's rights and obligations  under this Lease
only if the Trustee  promptly  cures or  provides  adequate  assurance  that the
Trustee will promptly cure any default under the Lease,  compensates or provides
adequate  assurance that the Trustee will promptly  compensate  Landlord for any
actual pecuniary loss incurred by Landlord as a result of Tenant's default under
this Lease,  and provides  adequate  assurance of future  performance  under the
Lease.  The word "promptly" shall mean that cure of defaults and compensation of
actual  pecuniary loss will occur no later than sixty (60) days after the filing
of any motion or  application to assume this Lease.  The word "actual  pecuniary
loss"  shall  include  all  unpaid  Basic  Annual  Rental,   Percentage  Rental,
additional  rental  and other  charges  with  interest  at the rate set forth in
Section 51, all other monetary  obligations of Tenant under this Lease,  and all
reasonable  and  actual  attorneys'  fees  and  related  costs  of  Landlord  in
connection  with any default of Tenant  under the Lease and in  connection  with
Tenant's  bankruptcy  proceedings.  Any  person or entity to which this Lease is
assigned  pursuant  to the  provisions  of the  Bankruptcy  Code shall be deemed
without further act or deed to have assumed all of the obligations arising under
this Lease on or after the date of such  assignment.  Any such  assignee  shall,
upon  demand  of  Landlord,   forthwith  execute  and  deliver  to  Landlord  an
instrument,  in form and  substance  acceptance  to  Landlord,  confirming  such
assumption.  Such assignee shall use and operate the Demised Premises solely for
the Permitted Use hereunder. Any and all monies or the considerations payable or
otherwise to be delivered in connection  with such  assignment  shall be paid or
delivered to Landlord and shall not constitute  property of Tenant or the estate
of Tenant within the meaning of the Bankruptcy  Code.  Notwithstanding  anything
under this Lease to the contrary,  all amounts payable by Tenant to or on behalf
of Landlord  under this Lease,  whether or not  expressly  denominated  as rent,
shall constitute additional rental for the purposes of the Bankruptcy Code.

                             SUCCESSORS AND ASSIGNS

SECTION 38.

     Subject to the  provisions  of Section 32, this Lease and the covenants and
conditions  herein  contained  shall inure to the benefit of and be binding upon
Landlord,  its  successors  and assigns,  and shall be binding upon Tenant,  its
successors  and assigns,  and shall inure to the benefit of Tenant and only such
assigns  of Tenant to whom the  assignment  by Tenant has been  consented  to by
Landlord or to whom such consent is not specifically required of the Landlord by
the terms of this Lease.

                                       18
<PAGE>
                                   ATTORNMENT
SECTION 39.

     In the event of the sale (by deed in lieu of  foreclosure  or otherwise) or
the  assignment  of Landlord's  interest  (except as security for a loan) in the
Shopping  Center or the Shopping  Center Land,  in the event of any  proceedings
brought for the  foreclosure  of or the  exercise of the power of sale under any
Mortgage made by Landlord  covering the Shopping  Center or the Shopping  Center
Land,  or in the event of any sale or  assignment  of this Lease,  Tenant  shall
attorn to the purchaser and shall  recognize  such  purchaser as Landlord  under
this Lease,  provided that the Tenant shall be entitled to continued  possession
of the Demised Premises so long as Tenant complies with all terms and provisions
of this Lease and is not in default  under the Lease.  Tenant  agrees to execute
and deliver an agreement evidencing same.

                                EVENTS OF DEFAULT
SECTION 40.

     In addition  to the other  provisions  of this Lease and not in  limitation
thereof,  the  occurrence of any of the following  shall  constitute an event of
default hereunder:

     (a)  Failure  of Tenant  to pay Basic  Annual  Rental,  Percentage  Rental,
additional  rental,  or any other  charges due under this Lease and such failure
continues for three (3) days after  Tenant's  receipt of written  notice of such
failure from  Landlord  (provided,  if Tenant fails to pay any such charges when
due two times  within any Lease Year,  and  Landlord has given Tenant such 3-day
notice for  Tenant's  two  failures,  it shall be a default  under the Lease for
Tenant thereafter in such Lease Year to fail to pay when due, and Landlord shall
not be required to give any notice of such failure).

     (b) Failure of Tenant to observe and perform any other  obligation  in this
Lease and  continued  failure  for ten (10) days after  Landlord  gives  written
notice of such  failure,  unless the failure is of such a character  (other than
one  dealing  with the conduct of  Tenant's  business in the Demised  Premises),
reasonably  requiring more than ten (10) days to correct in which event Tenant's
failure to commence  the  correction  of such  failure  within ten (10) days and
vigorous prosecution thereof to completion shall constitute an event of default.

     (c) Abandonment or vacation of the Demised Premises by Tenant.

     (d)  Failure of Tenant to  continuously  operate  Tenant's  business in the
Demised Premises.

     (e) Filing of a petition by Tenant for adjudication as a bankrupt debtor or
insolvent,  or for its  reorganization  or for the  appointment of a receiver or
trustee  of  Tenant's  property;  an  assignment  by Tenant  for the  benefit of
creditors;  or the taking  possession of Tenant's  property by any  governmental
office  or  agency  pursuant  to  statutory  authority  for the  dissolution  or
liquidation of Tenant. If any involuntary  proceeding of any type referred to in
this Section  40.E.  is instituted  against  Tenant and is not dismissed  within
sixty (60) days thereafter the same shall be considered an event of default.

                              REMEDIES OF LANDLORD

SECTION 41.

     In the event of any default as hereinabove  set forth or otherwise,  at any
time,  without  limiting  Landlord in the exercise of any other remedy contained
elsewhere in this Lease, at law, in equity, or otherwise, and without any demand
or notice whatsoever (except as expressly required in this Section 41):

     A.  Landlord  may   terminate   this  Lease  by  giving  Tenant  notice  of
termination,  in which event this Lease shall  expire and  terminate on the date
specified in such notice of termination with the same force and effect as though
the date so specified were the date herein  originally  fixed as the termination
date of the Lease Term of this Lease,  and all rights of Tenant under this Lease
and in and to the Demised  Premises  shall expire and terminate and Tenant shall
remain  liable for all  obligations  under this Lease  arising up to the date of

                                       19
<PAGE>
such termination, and Tenant shall surrender the Demised Premises, including any
and all  improvements  and that  certain  property  described  in Section 33, to
Landlord  on the  date  specified  in such  notice,  and if  Tenant  fails to so
surrender Landlord shall have the right,  without notice, to enter upon and take
possession of the Demised Premises and to expel or remove Tenant and its effects
without being liable for prosecution or any claim for damages therefor; or

     B.  Landlord may  terminate  this Lease and recover from Tenant all damages
Landlord may incur by reason of Tenant's default, including, without limitation,
a sum which, at the date of such  termination,  represents the then value of the
excess, if any, of the whole Basic Annual Rental, and all other sums and charges
which would have been payable  hereunder  as  additional  rental (but  excluding
Percentage  Rental) by Tenant for the period  commencing  with the day following
the date of such  termination  and ending with the expiration  date of the Term,
over the aggregate  reasonable rental value of the Demised Premises for the same
period,  plus the sum of the following:  (i) the costs of recovering the Demised
Premises and all other  expenses  incurred by Landlord due to Tenant's  default,
including,  without limitation,  reasonable and actual attorneys' fees, (ii) the
unpaid rent earned as of the date of  termination  plus interest at the rate set
forth in Section 51 hereof,  (iii) other sums of money and damages  owing on the
date of termination by Tenant to Landlord under this Lease or in connection with
the  Demised  Premises,  and (iv) that  amount of money equal to six (6) monthly
installments  of Basic Annual Rental,  all of which shall be deemed  immediately
due and payable; or

     C. Without terminating this Lease, Landlord may declare immediately due and
payable the present  value (using a discount  rate of the lower of eight percent
(8%) or the rate of interest  then  payable on  currently-issued  United  States
Treasury  Bills or Notes  having a maturity  date,  at the time of the  default,
closest to the scheduled expiration date of the Term) of the Whole Rent (defined
below),  together with the cost of recovering the Demised Premises and all other
expenses  incurred by Landlord in  connection  with Tenant's  default,  plus the
unpaid rent earned as of the date of termination,  plus interest at the rate set
forth in Section 51 hereof,  plus all other sums of money and  damages  owing by
Tenant to Landlord under this Lease or in connection with the Demised  Premises,
provided,  however,  that such payments  shall not be deemed a penalty but shall
merely  constitute  payment  of  liquidated  damages,  it being  understood  and
acknowledged  by  Landlord  and  Tenant  that  actual  damages to  Landlord  are
extremely  difficult,  if  not  impossible,  to  ascertain  and  such  sum  is a
reasonable  pre-estimate of Landlord's  probable loss. Upon making such payment,
Tenant shall be entitled to receive from Landlord all rents received by Landlord
from other  assignees,  tenants,  and  subtenants  on  account  of said  Demised
Premises  during the term of this Lease provided that the monies to which Tenant
shall so become  entitled  shall in no event exceed the entire  amount  actually
paid by Tenant to Landlord  pursuant to the  preceding  sentence less all costs,
expenses  and  reasonable  and actual  attorneys'  fees of Landlord  incurred in
connection  with the reletting of the Demised  Premises.  Such sum shall, at the
option of Landlord,  be immediately  due and payable upon notice to Tenant as if
by the terms of this  Lease they were  payable  in  advance;  and  Landlord  may
immediately proceed to distrain,  collect, or bring action for the Whole Rent or
such  part  thereof  as  being in  arrears,  or may file a proof of claim in any
bankruptcy or insolvency proceedings whether similar to the foregoing or not, to
enforce payment thereof.  Whole Rent for the balance of the Lease Term after the
happening of any  occurrence  of any event of default shall be computed as equal
to the greater of:

     1. the yearly average of the Basic Annual Rental,  additional  rental,  and
     additional charges due and payable by the Tenant from the Rent Commencement
     Date  to the  end of the  Lease  Year  next  preceding  the  date  of  such
     occurrence of default (excluding Percentage Rental), or

     2. the Basic Annual Rental,  additional rental, and additional charges paid
     or payable by the Tenant for the full Lease Year immediately  preceding the
     date of such occurrence of default; or

     3. the  product of twelve  (12) times the sum of the Basic  Annual  Rental,
     additional  rental,  and additional charges paid or to be paid in the first
     month in which such rent and charges  are due under this  Lease,  times the
     number of Lease Years remaining in the Lease Term.

                                       20
<PAGE>
     D. Without  terminating  this Lease,  and with or without notice to Tenant,
Landlord may in its own name or as agent for Tenant enter into and upon and take
possession  of the Demised  Premises  or any part  thereof,  and, at  Landlord's
option,  remove persons and property therefrom and such property, if any, may be
removed  and  stored in a  warehouse  or  elsewhere  at the cost of, and for the
account of Tenant,  all  without  being  deemed  guilty of  trespass or becoming
liable for any loss or damage which may be occasioned thereby,  and Landlord may
rent the Demised Premises or any portion thereof as the agent of Tenant, with or
without advertisement,  by private negotiations and for any term upon such terms
and conditions as Landlord may deem necessary or desirable,  in Landlord's  sole
discretion. Landlord shall in no way be responsible or liable for any failure to
rent the Demised Premises or any part thereof, or for any failure to collect any
rent due upon such reletting.  Upon each such reletting, all rentals received by
Landlord  from such  reletting  shall be applied:  first,  to the payment of any
indebtedness  (other  than any rent due  hereunder)  from  Tenant  to  Landlord,
including,  without  limitation,  at  Landlord's  discretion,  amounts due under
Section 41C; second, to the payment of any costs and expenses of such reletting,
including,  without  limitation,   brokerage  fees  and  reasonable  and  actual
attorneys' fees and costs of alterations  and repairs;  third, to the payment of
rent and other charges then due and unpaid hereunder;  and the residue,  if any,
shall be held by  Landlord  to the extent of and for  application  in payment of
future  rent,  if any  becomes  owing,  as the same may become  due and  payable
hereunder.  In reletting the Demised  Premises as aforesaid,  Landlord may grant
rent  concessions  and Tenant  shall not be credited  therefor.  If such rentals
received from such reletting shall at any time or from time to time be less than
sufficient  to pay to Landlord  the entire sums then due from Tenant  hereunder,
Tenant shall pay any such  deficiency to Landlord.  Such  deficiency  shall,  at
Landlord's  option,  be calculated  and paid monthly.  Notwithstanding  any such
reletting  without  termination,  Landlord may at any time  thereafter  elect to
terminate this Lease for any such previous default.

     E. Without  terminating  this Lease,  and with or without notice to Tenant,
Landlord may enter into and upon the Demised  Premises and without  being liable
for prosecution or any claim for damages therefor, maintain the Demised Premises
and repair or replace  any damage  thereto or do  anything  for which  Tenant is
responsible  hereunder.  Tenant shall reimburse Landlord immediately upon demand
for any expenses which Landlord  incurs in thus  effecting  Tenant's  compliance
under this  Lease,  and  Landlord  shall not be liable to Tenant for any damages
with respect thereto.

     F.  Tenant  recognizes  in the  event of a breach or  threatened  breach by
Tenant of any of the agreements,  conditions,  covenants,  or terms hereof, that
Landlord  may  suffer  irreparable  damages  which  are  not  capable  of  being
definitely ascertained, therefore Landlord shall have the right of injunction to
enjoin  the same and the right to invoke any other  remedy  allowed by law or in
equity (or both) whether or not other remedies are herein provided.

     G. Without liability to Tenant or any other party and without  constituting
a  constructive  or  actual  eviction,   Landlord  may  suspend  or  discontinue
furnishing or rendering to Tenant any property,  material,  labor,  utilities or
other service,  wherever Landlord is obligated to furnish or render the same, so
long as Tenant is in default under this Lease.

     H. Landlord may allow the Demised Premises to remain unoccupied and collect
rent from Tenant as it comes due.

     I. Landlord may  foreclose any security  interest in the property of Tenant
which  Landlord  may have  under the laws of the State of  Georgia or under this
Lease, including the immediate taking of possession of all property on or in the
Demised Premises.

     J. The rights and  remedies  given to Landlord in this Lease are  distinct,
separate and cumulative remedies,  and none of them, whether or not exercised by
Landlord, shall be deemed to be in exclusion of any of the others.

     K. Tenant  agrees to  reimburse  Landlord for all of  Landlord's  expenses,
including but not limited to reasonable and actual  attorneys' fees in enforcing
or  attempting  to  enforce  any of  Tenant's  obligations  in this Lease and if
Landlord  shall notify  Tenant of an event of default  under the Lease more than
two (2) times in any Lease Year, Tenant shall be assessed a default fee of Fifty
and 00/100 Dollars ($50.00 ) to cover the  administrative  costs associated with
giving such notices.

     L.  Tender  of rent or  other  charges  due  after  legal  action  has been
commenced  against  Tenant for nonpayment of rent shall not be a defense to such
action,  and Tenant  hereby waives its rights under  O.C.G.A.ss.  44-7-52 to the
contrary.

                                       21
<PAGE>
     M. Landlord and Tenant (and any  sub-tenant)  hereby mutually waive any and
all  rights  which  either  may have to  request  a jury  trial  in any  action,
proceeding or counterclaim arising out of this Lease or Tenant's occupancy of or
right to occupy the Demised Premises.

     N. Tenant further  agrees that in the event Landlord  commences any summary
proceeding for nonpayment of rent or possession of the Demised Premises,  Tenant
will not interpose and hereby waives all right to interpose any  counterclaim of
whatever  nature in any such  proceeding.  Tenant  further  waives  any right to
remove said summary proceeding to any other court or to consolidate said summary
proceeding  with any other  action,  whether  brought prior or subsequent to the
summary proceeding.

     O. Notwithstanding the above, if Tenant is in default under this Lease more
than two (2) times within any  twelve-month  period,  irrespective of whether or
not such default is cured,  then,  without limiting  Landlord's other rights and
remedies  provided for in this Lease or at law or equity,  the Security  Deposit
shall automatically be increased by an amount equal to the greater of:

     a. One (1) times the  original  Security  Deposit as outlined in Section 1.
Q., or

     b. One (1) months' Basic Annual Rental,

which shall be paid by Tenant to Landlord forthwith on demand.

                  REMEDIES CUMULATIVE; NO WAIVER FOR INDULGENCE

SECTION 42.

     No reference to any specific  right or remedy in this Lease shall  preclude
Landlord from exercising any other right or from having any other remedy or from
maintaining  any action or  proceeding  to which it may otherwise be entitled at
law or in equity or both.

     Landlord's  failure to insist upon a strict  performance of any covenant of
this Lease or to exercise  any option or right herein  contained  shall not be a
waiver or relinquishment for the future of such covenant, right or option, or of
the  continuance  of the  failure of Tenant,  but the same shall  remain in full
force and effect.  The  receipt by  Landlord  of any rental or other  charge due
hereunder  with knowledge of the breach of any provision of this Lease shall not
be deemed a waiver of such breach. No provision of this Lease shall be deemed to
have been waived unless waived in writing and signed by Landlord.  No payment by
Tenant or receipt by  Landlord of a lesser  amount  than the monthly  payment of
Basic Annual  Rental,  Percentage  Rental,  if any,  additional  rental or other
charges  due under this Lease shall be deemed to be other than on account of the
oldest rental then unpaid,  and any endorsement or statement on any check or any
letter accompanying any check of payment of rental shall not be deemed an accord
and  satisfaction,  and  Landlord  may  accept  such  check or  payment  without
prejudice to Landlord's right to recover the balance of unpaid amounts or pursue
any other  remedy in this  Lease,  and no waiver by  Landlord  in respect to one
tenant  shall  constitute  a waiver in favor of any other tenant in the Shopping
Center.

                                     NOTICES
SECTION 43.

     A. Any notice, demand, request,  consent,  approval, or other communication
which  either party hereto is required or desires to be given to the other shall
be in writing  and shall be given by public or  private  express  delivery  mail
(such  as  Federal  Express),  or  by  personal  delivery  or by  United  States
Registered or Certified Mail,  return receipt  requested,  addressed to Landlord
and to Tenant at the  locations  shown in Section 1, and subject to the right of
either party to designate a different  address by notice  similarly  given.  Any
notice, demand, request, consent, approval, or other communication so sent shall
be deemed to have been  given,  as the case may be upon  delivery  if by express
mail or  personal  delivery  and five (5)  business  days  after the same was so
addressed  and  deposited in the United  States Mail as  Registered or Certified
Mail, with postage  thereon fully prepaid.  Time for response to any such notice
shall commence from the date of actual receipt of such notice.

                                       22
<PAGE>
        B.  Tenant's  failure  to object to any  statement,  invoice  or billing
rendered by Landlord  within a period of thirty (30) days after receipt  thereof
shall  constitute  Tenant's  acquiescence  with respect thereto and shall render
such  statement,  invoice  or billing an account  stated  between  Landlord  and
Tenant.

                                  SUBORDINATION
SECTION 44.

     A. Except as the contrary is hereinafter  set out in Section 44.B.,  Tenant
agrees  that this Lease  shall at all times be subject  and  subordinate  to the
encumbrance of any Mortgage  (including any amendment or  modification  thereof)
which is now or hereafter  placed on the Demised  Premises by the  Landlord.  If
requested in writing by the Mortgagee or prospective  Mortgagee thereof,  Tenant
agrees,  upon demand,  without  cost,  to execute and deliver an  instrument  in
substantially  the form as  Exhibit F or such  other  form as may be  reasonably
required  by  the  Mortgagee  or  a  proposed   Mortgagee  to  effectuate   such
subordination,  which  instrument  shall  include,  among  and  with  any  other
provisions required by the Mortgagee,  agreement on the part of Tenant to attorn
to any and all successors in interest to the Demised Premises resulting from any
foreclosure  of or exercise of the power of sale  contained in any such Mortgage
or  conveyance  in lieu of the  foreclosure  and shall also  provide that Tenant
shall be entitled to continued  possession of Demised  Premises under this Lease
so long as Tenant  complies with all terms,  conditions,  and provisions of this
Lease and is not in default under the Lease.

     B. Anything to the contrary herein  notwithstanding,  Tenant  covenants and
agrees that, if the present or future  Mortgagee  subordinates  said Mortgage to
this  Lease,  whether  the  same  be  part of a  general  subordination  by such
Mortgagee or  specifically  refers to this Lease,  then this Lease shall for all
intents and purposes be considered to be paramount and superior to said Mortgage
and shall  survive and continue to remain in full force and effect,  even though
said Mortgage be  foreclosed;  and,  Tenant shall continue to comply with all of
its obligations hereunder,  whether or not said Mortgage be foreclosed;  and, in
the  event of any such  foreclosure,  Tenant  agrees  to  thereafter  attorn  to
Mortgagee, its successors and assigns, and to any purchaser at foreclosure,  its
successors and assigns.

     C. Tenant agrees that without the prior written consent of the Mortgagee of
the  Shopping  Center,  it will not prepay any rents or other  charges more than
thirty (30) days in advance of the due date  required  by this  Lease,  and that
without  giving prior written  notice to such  Mortgagee,  it will not terminate
this Lease or exercise any right of set-off, if any, or amend this Lease.

                              ENVIRONMENTAL MATTERS

SECTION 45

     (a) For purposes of this Lease:

     (i)  "Contamination"  as used herein means the  uncontained or uncontrolled
presence of or spill, leakage,  disposal, or release of Hazardous Substances (as
hereinafter  defined) into any environmental  media from, upon,  within,  below,
into or on any portion of the Demised Premises or any other part of the Shopping
Center  so as  to  require  remediation,  cleanup  or  investigation  under  any
applicable Environmental Law (as hereinafter defined).

     (ii)  "Environmental  Laws" as used herein  means all federal,  state,  and
local laws, regulations,  orders, permits, ordinances or other requirements, now
or hereafter enacted,  promulgated, or in effect, concerning protection of human
health,  safety and the  environment,  all as may be amended  from time to time,
including,   without  limitation,  the  Comprehensive   Environmental  Response,
Compensation  and Liability Act of 1980, as amended by the Superfund  Amendments
and  Reauthorization  Act of 1986,  42 U.S.C.  9601,  et. set.  ("CERCLA"),  the
Resource  Conservation  and Recovery Act of 1976 and  subsequent  Hazardous  and
Solid Waste Amendments of 1984, 42 U.S.C. 6901, et. seg. ("RCRA"), the Emergency
Planning and Community  Right-to-Know Act of 1986, as amended,  42 U.S.C.  1101,
et. seg. ("EPCRA"),  the Occupational Safety and Health Act of 1970, as amended,
29 U.S.C.  651, et. seg.  ("OSHA"),  the Georgia Hazardous Waste Management Act,
O.C.G.A.ss.  12-8-60,  et.  ., and the  Georgia  Hazardous  Site  Response  Act,
O.C.G.A.ss.12-8-90, et. sea.

                                       23
<PAGE>
     (iii)  "Hazardous  Substances"  as used herein means any hazardous or toxic
substance,  material, chemical,  pollutant,  contaminant or waste as those terms
are defined by any applicable Environmental Laws (including, without limitation,
CERCLA, RCRA, EPCRA and OSHA) and any solid wastes,  polychlorinated  biphenyls,
urea formaldehyde, asbestos, radioactive materials, radon, explosives, petroleum
products and soil, and constituents and by-products thereof.

     (b) Landlord  represents  that,  except as revealed to Tenant in writing by
Landlord,  Landlord  has  not  treated,  stored  or  disposed  of any  Hazardous
Substances upon or within the Demised Premises.

     (c) Tenant  represents  that all its activities on the Demised  Premises or
any other part of the Shopping Center during the Lease Term will be conducted in
compliance with all Environmental  Laws. Tenant warrants that it is currently in
compliance with all applicable  Environmental Laws and that there are no pending
or threatened notices of deficiency,  notices or violation,  orders, or judicial
or  administrative  actions  involving  alleged  violations  by  Tenant  of  any
Environmental  Laws.  Tenant,  at  Tenant's  sole  cost and  expenses,  shall be
responsible   for  obtaining   all  permits  or  licenses  or  approvals   under
Environmental  Laws  necessary  for  Tenant's  operation  of its business in the
Demised Premises and shall make all notifications and registrations  required by
any applicable  Environmental  Laws. Tenant, at Tenant's sole cost and expenses,
shall at all times  comply with the terms and  conditions  of all such  permits,
licenses,  approvals,   notifications  and  registrations  and  with  any  other
applicable  Environmental  Laws.  Tenant  warrants that it has obtained all such
permits, licenses or approvals and made all such notifications and registrations
required by any applicable  Environmental  Laws necessary for Tenant's operation
of its business in the Demised Premises.



     <PAGE>


     (d) Tenant shall not cause or permit any Hazardous Substances to be brought
upon, stored, treated, generated,  produced, handled, kept or used in, on, under
or about  or  transported  to the  Demised  Premises  or any  other  part of the
Shopping  Center by Tenant or its  agents,  employees,  contractors,  licensees,
franchisees  or invitees  without the prior written  consent of Landlord,  which
consent shall not be unreasonable withheld;  provided, however, that the consent
of  Landlord  shall  not be  required  for the use at the  Demised  Premises  in
compliance with all applicable  Environmental Laws of cleaning  supplies,  toner
for  photocopying  machines  and other  similar  materials,  in  containers  and
quantities  reasonably necessary for and consistent with normal and ordinary use
by Tenant in the routine  operation or maintenance of Tenant's office  equipment
located at the Demised Premises or in the routine janitorial  service,  cleaning
and  maintenance  of the Demised  Premises.  For  purposes  of this  Section 45,
Landlord  shall be  deemed  to have  reasonably  withheld  consent  if  Landlord
determines  that the  presence of such  Hazardous  Substance  within the Demised
Premises  could  result  in a risk of harm to person or  property  or  otherwise
negatively affect the value or marketability of the Shopping Center.

     (e)  Tenant  shall not cause or permit  the spill,  leakage,  disposal,  or
release  ("Release")  of any  Hazardous  Substances  by  Tenant  or its  agents,
contractors,   employees,   licensees,   franchisees,   or  invitees   into  any
environmental  media  such as air,  water  or  land,  or into or on or from  the
Demised  Premises  or any other part of the  Shopping  Center in any manner that
violates any Environmental  Laws. If such Release shall occur,  Tenant shall (i)
take all steps reasonably  necessary to contain and control such Release and any
associated  Contamination,  (ii) clean up or otherwise  remedy such Releases and
any  associated  Contamination  to the extent  required by, and take any and all
other actions required under,  applicable  Environmental  Laws, and (iii) notify
and keep Landlord reasonably informed of such Release and response.

     (f)  Regardless  of any  consents  granted by Landlord  pursuant to Section
45(d) hereof allowing  Hazardous  Substances upon the Demised  Premises,  Tenant
shall under no circumstances  whatsoever (i) cause or permit any activity on the
Demised  Premises  which  would cause the Demise  Premises to become  subject to
regulation as a hazardous waste  treatment,  storage or disposal  facility under
RCRA  or  the  regulations  promulgated  thereunder;  (ii)  discharge  Hazardous
Substances  into the storm sewer system  serving the Shopping  Center;  or (iii)
install any underground  storage tank or underground  piping in, on or under the
Demised Premises.

     (g) Tenant shall and hereby does  indemnify and hold harmless  Landlord and
its officers, directors, employees, agents and partners from and against any and
all expense,  loss,  and liability  suffered by Landlord,  and/or any such other
parties by reason of Tenant's improper storage, generation, handling, treatment,

                                       24
<PAGE>
transportation,  disposal, or arrangement for transportation or disposal, of any
Hazardous  Substances  (whether  accidental,  intentional,  or  negligent) or by
reason of  Tenant's  break of any of the  provisions  of this  Section  45. Such
expenses, losses, and liabilities shall include, without limitation, (i) any and
all expenses that Landlord may incur to comply with any Environmental  Laws as a
result of  Tenant's  failure  to comply  therewith;  (ii) any and all costs that
Landlord may incur in studying or remedying any Contamination at or arising from
the Demised Premises or any other part of the Shopping Center; (iii) any and all
costs that  Landlord  may incur in  studying,  removing,  disposing or otherwise
addressing any Hazardous Substances;  (iv) any and all fines, penalties or other
sanctions  assessed upon  Landlord by reason of Tenant's  failure to comply with
Environmental  Laws; and (v) any and all legal and  professional  fees and costs
incurred by Landlord in connection with the foregoing.  The indemnity  contained
herein shall survive the termination or expiration of this Lease.

     (h) Landlord  shall have the right,  but not the  obligation,  to enter the
Demised  Premises at  reasonable  times  throughout  the Lease Term to audit and
inspect the Demised Premises for Tenant's compliance with this Section 45.

     (i) At Landlord's  request,  which shall not be more frequent than once per
Lease Year,  Tenant  shall  retain an  independent  engineer or other  qualified
consultant or expert acceptable to Landlord to conduct,  at Landlord's sole cost
and  expense,  an  environmental  audit of the Demised  Premises  and  immediate
surrounding  areas,  and the  scope of work to be  performed  by such  engineer,
consultant or expert shall be approved in advance by Landlord, and a copy of all
of the work  product  shall be provided to Landlord.  Should such  environmental
audit reveals the presence of Hazardous  Substances  in the Demised  Premises or
the immediate  surrounding area which were caused by reason of Tenant's improper
storage,  generation,   handling,   treatment,   transportation,   disposal,  or
arrangement for transportation or disposal, of any Hazardous Substances (whether
accidental,  intentional, or negligent) or by reason of Tenant's breaking of any
of the provisions of this Section 45, then the Tenant shall  reimburse  Landlord
the cost and expense of the  environmental  audit.  Tenant shall,  at Landlord's
request,  from time to time, execute affidavits and  representations  concerning
Tenant's  best  knowledge  and  belief   regarding  the  presence  of  Hazardous
Substances in the Demised Premises.  Tenant shall reimburse  Landlord,  promptly
upon request, the reasonable cost of any testing for the purpose of ascertaining
if Hazardous  Substances are at or emanating from the Demised Premises,  if such
testing is required by any governmental agency or Landlord's mortgagee. Upon the
expiration  or earlier  termination  of this Lease,  Tenant shall  surrender the
Demised Premises to Landlord free from any Hazardous Substances.

                                  LEASING AGENT
SECTION 46.

     Tenant  represents  and  warrants  that there are no claims  for  brokerage
commissions or finder's fees in connection with this Lease for agents,  brokers,
or finders  having dealt with Tenant or alleging to have dealt with Tenant other
than as set forth in this Section 46. Tenant agrees to indemnify Landlord and to
hold  Landlord  harmless  from and against all  liability  arising from any such
claim and related  reasonable and actual  attorneys' fees.  Tenant  acknowledges
that Tenant has been informed that agents for  Wheeler/Kolb  Management  Company
(representing Landlord) and Southeast Commercial Properties,  Inc. (representing
Tenant) are acting as leasing  agents in  connection  with this Lease.  Landlord
shall solely be  responsible  for brokerage  commissions  due to such agents and
agrees to indemnify  Tenant and hold Tenant harmless from all liability  arising
from any claim by Wheeler/Kolb  Management Company  (representing  Landlord) and
Southeast  Commercial   Properties,   Inc.  (representing  Tenant)  and  related
attorneys' fees.

                               ADDITIONAL PROPERTY

SECTION 47.

     Landlord  may from time to time,  without  prior  notice to or  consent  of
Tenant,  add or withdraw land and  improvements  thereon to or from the Shopping
Center Land.  Any property so added shall  thereafter be subject to the terms of
this Lease and shall be included in the terms  "Shopping  Center" and  "Shopping
Center Land" whichever is applicable as used in this Lease. Any property or land
so withdrawn by Landlord  shall  thereafter  not be subject to the terms of this
Lease and shall be  excluded  from the terms  "Shopping  Center"  and  "Shopping
Center Land" as used in this Lease.

                                       25
<PAGE>
                                MORTGAGE DEFINED

SECTION 48.

     As used in this Lease,  the term "Mortgage" shall be construed to include a
Mortgage,  Deed to Secure Debt, Security Deed,  Security  Agreement,  Collateral
Assignment of Rentals,  Collateral Assignment of Leases, any one or more of them
or  any  other  encumbrance  to  secure  a debt  howsoever  created,  except  as
hereinafter to the contrary provided,  affecting the right, title or interest of
the Landlord in and to:

          (a) any of the land described on Exhibit B or any  improvements at any
     time situated thereon;

          (b) any  present  or  future  lease  of any  part or parts of the land
     described in Exhibit B or any present or future  lease of any  improvements
     at any time  situated  thereon,  or any present or future  rental or income
     therefrom; and

          (c) any personal property from time to time owned by Landlord and used
     or useful in connection with the operation of the Shopping  Center,  or any
     one or more of the foregoing;

excluding,  however, any mechanic's liens, judgment liens, or liens which result
from creditor  proceedings.  The term "Mortgagee" shall be deemed to include the
holder or owner of any such Mortgage.

                                LIMITED LIABILITY

SECTION 49.

     Anything  contained in this Lease to the contrary  notwithstanding,  Tenant
agrees that it shall look solely to the estate and  property of the  Landlord in
the Shopping  Center Land and buildings  comprising the Shopping Center of which
the Demised  Premises  form a part for the  collection of any judgment (or other
judicial process)  requiring the payment of money by Landlord for any default or
breach by Landlord of any of its obligations under this Lease, subject, however,
to the  prior  rights  of the  holder of any  Mortgage.  No other  assets of the
Landlord shall be subject to levy, execution,  or other judicial process for the
satisfaction  of  Tenant's  claim  and there  shall be  absolutely  no  personal
liability  on the  part  of  Landlord,  or its  successor,  or any  partners  or
corporate  shareholders  or  officers,  employees  or agents of  Landlord or its
successor,  with respect to any of the terms,  conditions  and covenants of this
Lease.  This provision shall not be deemed,  construed,  or interpreted to be an
agreement,  express or implied,  between Landlord and Tenant that the Landlord's
interest  in this Lease and in the  Shopping  Center  Land and any  improvements
thereon shall be subject to impressment of an equitable lien or otherwise.

                                OTHER AGREEMENTS
SECTION 50.

     Landlord  has  entered  into or may enter into a  construction,  reciprocal
easement and operating agreement (hereinafter called "Operating Agreement") or a
lease  agreement  (hereinafter  called  "Major Store  Lease") with the owners or
occupants of present or future Major Stores,  providing for cross  easements for
parking,  ingress  and egress and other  privileges  with  respect to the Common
Areas. This Lease is subject and subordinate to any such Operating  Agreement or
Major Store Lease,  but Landlord  warrants and  represents  that nothing in such
agreements  will prohibit  Tenant from exercising its privileges set out in this
Lease in accordance with and subject to the terms hereof.

                                  INTEREST RATE
SECTION 51.

     Where under the terms of this Lease  interest  shall be provided  for, such
interest,  shall be the maximum  lawful rate of interest  per annum  permissible
under the laws of the State of Georgia at that time or if there is none, then at
the rate of eighteen  percent  (18%) per annum,  and shall  accrue from the date
when the same becomes due and payable by the terms and  provisions  hereof until
paid, to which shall be added  reasonable  and actual  attorneys' and collection
fees.

                                       26
<PAGE>
                                 TIME OF ESSENCE
SECTION 52.

     Time is of the  essence  with  respect  to the  performance  of each of the
covenants and agreements under this Lease.

                                    CAPTIONS
SECTION 53.

     The  captions of the  Sections of this Lease are for  convenience  only and
shall not be considered or referred to in resolving  questions of interpretation
or construction.

                                  MODIFICATION
SECTION 54.

     This Lease and the exhibits,  rider and addenda if any attached contain all
covenants and agreements  between  Landlord and Tenant relating in any manner to
the rental, use, and occupancy of the Demised Premises and the other matters set
forth in this Lease. No prior agreement or understanding  pertaining to the same
shall be valid or of any force or effect;  and, the covenants and  agreements of
this Lease  cannot be altered,  changed,  modified or added to except in writing
signed by Landlord and Tenant. No representation,  inducement,  understanding or
anything of any nature  whatsoever  made,  stated or  represented  on Landlord's
behalf,  either orally or in writing (except this Lease),  has induced Tenant to
enter into this Lease.  The submission of this document for examination does not
constitute  an  offer to  lease  and this  Lease  becomes  effective  only  upon
execution  and delivery  thereof by Landlord and Tenant.  Neither this Lease nor
any memorandum or short form of this Lease may be recorded.

                                  SEVERABILITY
SECTION 55.

     Any provision of this Lease or any paragraph,  sentence, clause, phrase, or
wording  appearing herein which shall prove to be invalid,  void, or illegal for
any reason shall in no way affect,  impair,  or invalidate  any other  provision
hereof, and the remaining provisions,  paragraphs,  sentences, clauses, phrases,
and words hereof shall nevertheless remain in full force and effect.

                             RELATIONSHIP OF PARTIES
SECTION 56.

     Anything  contained  in this Lease to the contrary  notwithstanding,  it is
agreed that Landlord shall in no event be deemed to be a partner or engaged in a
joint venture with or an associate of Tenant or any party associated with Tenant
in the conduct of its business or  otherwise,  and Landlord  shall not be liable
for  any  debts  incurred  by  Tenant  in  the  conduct  of  its  business.  The
relationship  of  Landlord  and Tenant as  established  by this Lease is that of
landlord and tenant  only.  None of the  language or  terminology  of this Lease
shall be construed to create any other form of relationship between Landlord and
Tenant.

                                SECURITY DEPOSIT

SECTION 57.

     Tenant shall  deposit with  Landlord the amount of the Security  Deposit as
set forth in Section  1.Q.  upon the  execution  of this  Lease by  Tenant.  The
Security  Deposit shall be held by Landlord  without  liability for interest and
without any obligation to segregate it from Landlord's general funds as security
for the  faithful  performance  by Tenant  of all the terms of this  Lease to be
observed and performed by Tenant.  The Security  Deposit shall not be mortgaged,
assigned,  transferred  or encumbered by Tenant  without the written  consent of
Landlord,  and any such act on the part of  Tenant  without  Landlord's  written
consent  shall be  without  force  and  effect  and shall  not be  binding  upon
Landlord. If any item of rent herein reserved or any other sum payable by Tenant
to Landlord  shall be overdue and unpaid,  or should  Landlord  make payments on
behalf of the Tenant,  or should Tenant fail to perform any of the terms of this
Lease,  then  Landlord  may,  at its option and without  prejudice  to any other
remedy which  Landlord may have on account  thereof,  appropriate  and apply the
Security  Deposit or so much thereof as may be necessary to compensate  Landlord
toward the payment of Basic Annual  Rental,  Percentage  Rental,  or  additional

                                       27
<PAGE>
rental or loss or damage sustained by Landlord due to such breach on the part of
Tenant, including without limitation, any damages or deficiency in the reletting
of the Demised  Premises,  whether such damages or  deficiency  accrue before or
after  summary  proceedings,  or other  re-entry by  Landlord,  and Tenant shall
forthwith upon written demand within five (5) calendar days restore the Security
Deposit to the original sum  deposited.  Should  Tenant comply with all terms of
this Lease and promptly  pay all Basic Annual  Rental,  Percentage  Rental,  and
additional  rental,  as they fall due, the Security Deposit shall be returned in
full  to  Tenant  at the end of the  Lease  Term  when  Tenant  has  surrendered
possession  of the Demised  Premises to Landlord  and  Landlord has accepted the
Demised  Premises.   In  the  event  of  bankruptcy  or  other   creditor-debtor
proceedings  against Tenant,  the Security Deposit shall be deemed to be applied
first to the  payment of Basic  Annual  Rental,  Percentage  Rental,  additional
rental,  and other  charges due Landlord for all periods  prior to the filing of
such proceedings.  The Security Deposit shall not constitute liquidated damages.
Landlord  may  deliver  the  Security  Deposit to any  purchaser  of  Landlord's
interest in the Demised Premises in the event that Landlord's  interest is sold,
and thereupon  Landlord  shall be  discharged  from any further  liability  with
respect to the Security Deposit,  and Tenant shall look solely to such purchaser
for the return of the Security  Deposit.  This provision shall also apply to any
subsequent transferees.

                         CONSTRUCTION AND INTERPRETATION

SECTION 58.

     It is agreed that in the  construction and  interpretation  of the terms of
this Lease the rule of  construction  that a document  is to be  construed  most
strictly against the party who prepared the same shall not be applied,  it being
agreed that both parties  hereto have  participated  in the  preparation  of the
final form of this Lease.  This Lease shall be construed in accordance  with and
governed by the laws of the State of Georgia.

                                    PROMOTION

SECTION 59.

     Tenant shall include the address and identity of its business activities in
the Demised Premises in all  advertisements  made by Tenant in which the address
and identity of any similar local  business  activity of Tenant is mentioned and
shall not divert from the Demised  Premises any business which normally would be
transacted there. Use by Tenant in advertising,  letterheads or otherwise of the
name Lindbergh Plaza,  pictures or drawings of the Shopping Center and buildings
contained  therein,  or any distinctive trade name,  trademark,  or logo used by
Landlord shall be subject to such  restrictions  and regulations as Landlord may
from time to time prescribe.

                         RELOCATION OF DEMISED PREMISES

SECTION 60.

                                       28
<PAGE>
                              LANDLORD TERMINATION
SECTION 61.

     Notwithstanding  anything  contained in this Lease to the contrary,  but in
addition to any right which  Landlord  may have in the event of a default by the
Tenant,  Landlord shall have the option to terminate this Lease without cause at
any time by written notice to the Tenant ("Termination  Notice"), such notice to
be effective on the termination date (the  "Termination  Date") specified in the
Termination  Notice  but in no event  prior to June 30,  2003.  The  Termination
Notice  may be  given at any  time,  but not  less  than  180 days  prior to the
Termination   Date.  Tenant  shall  not  be  entitled  to  any  compensation  or
consideration  from  Landlord  in the  event  Landlord  exercises  its  right to
terminate the Lease as provided in this paragraph.

     On the  Termination  Date, this Lease shall terminate as if the Termination
Date was the date set forth in the Lease for the  expiration  of the Lease Term.
Tenant shall deliver the Premises to Landlord on or before the Termination  Date
in accordance  with the terms and conditions of this Lease.  In the event Tenant
fails to vacate the Premises by the  Termination  Date,  then in addition to any
other rights and remedies  which the Landlord may have as provided  elsewhere in
the Lease,  Tenant shall be liable for all damages suffered by the Landlord as a
result of such failure.

                               TENANT TERMINATION
SECTION 62.

     Notwithstanding  anything in this Lease to the contrary,  Tenant shall have
the option to  terminate  this  Lease  without  cause by  written  notice to the
Landlord ("Termination  Notice"), such notice to be effective on the termination
date  (the  "Termination   Date")  specified  in  the  Termination  Notice.  The
Termination Notice may be given at any time after the first full Lease Year, but
not less than 90 days prior to the Termination Date. Tenant shall simultaneously
with the Termination  Notice remit to the Landlord a sum equal to three (3) full
months Base Rent plus Common Area  Maintenance,  Real Estate Taxes and Insurance
Charges  ("Termination  Fee")  according  to the amounts set forth in the Lease.
During the 90 day  Termination  Notice period,  Tenant shall continue to pay all
monthly  rents  and  charges  due to the  Landlord  pursuant  to the  terms  and
conditions  of the Lease.  Tenant shall not be entitled to any  compensation  or
consideration from Landlord in the event Tenant exercises its right to terminate
the Lease as provided in this paragraph.

     On the  Termination  Date, this Lease shall terminate as if the Termination
Date was the date set forth in the Lease for the  expiration  of the Lease Term.
Tenant shall deliver the Premises to Landlord on or before the Termination  Date
in accordance  with the terms and conditions of this Lease.  In the event Tenant
fails to vacate the Premises by the  Termination  Date,  then in addition to any
other rights and remedies  which the Landlord may have as provided  elsewhere in
the Lease,  Tenant shall be liable for all damages suffered by the Landlord as a
result of such failure.

                                      AS-IS
SECTION 63.

     Notwithstanding  anything  contained in this Lease to the contrary,  Tenant
accepts the Demised  Premises  "as-is"  and "where is" and in the  condition  in
which they currently exist. Tenant acknowledges that Landlord is not required to
complete any work within the Demised Premises prior to Tenant's  occupancy.  The
outline  of  Landlord's  Work in  Exhibit  "C" is made  solely in the event that
Landlord is required under the Lease to restore the Demised Premises following a
casualty  or  a  taking  by  Eminent  Domain.   Tenant  must  provide   complete
architectural  plans and  specification  for  approval  by the  Landlord,  which
approval  must be in writing.  Tenant shall  promptly  commence  and  diligently
complete  Tenant's  Work as required by and in  accordance  with Exhibit "C" and
Tenant's approved plans.  Notwithstanding  the above,  Landlord shall make a one
time  inspection  of the  utilities  and HVAC and warrant  that they are in good
operating order on the Turnover Date of the Demised Premises to Tenant.

                                       29
<PAGE>
     IN WITNESS  WHEREOF,  the  Landlord and Tenant have caused this Lease to be
executed  and  delivered  in  quadruplicate,  each  counterpart  being deemed an
original, on the date hereinabove set out.

                                       LANDLORD:

                                       NORO-BROADVIEW HOLDING COMPANY, B.V.

                                       By: /s/ John Sexton
------------------------------------       -------------------------------------
Witness                                    John Sexton, not individually,
                                           but as Attorney-In-Fact pursuant to
                                           Power of Attorney dated July 21, 1998

                                       TENANT:

                                       ABSOLUTE CARE, INC.
                                       a Delaware corporation

                                       By: /s/ Alan S. Cohn
------------------------------------       -------------------------------------
Witness                                Name/Title: Alan S. Cohn, CEO
                                                   -----------------------------

                                       Attest: /s/ Joel H. Alperstein
                                               ---------------------------------
                                       Name/Title: Joel H. Alperstein, CFO
                                                   -----------------------------
                                                   (Affix Corporate Seal)

                                       30
<PAGE>
                                    EXHIBIT A


                                  (Lease Plan)
<PAGE>
                                    EXHIBIT B

                     Description of the Shopping Center Land
<PAGE>
                                   EXHIBIT "C"

                  OUTLINE OF LANDLORD'S WORK AND TENANT'S WORK


GENERAL:

     This Exhibit "C" is intended to describe the  obligations  of both Landlord
and Tenant with respect to the design and construction of the Demised Premises.

A.   DEMISED PREMISES - LANDLORD'S WORK

     1.   DEMISED WALLS

          Partition walls shall be 3-1/2 inch metal studs at twenty-four  inches
          on center with 1/2 inch gypsum wallboard, minimum, at cross partition,
          at sales area and at toilet room.  Typical  demising walls to be 5 5/8
          inch  metal  studs at 16 inches on center  with 5/8 inch fire code "C"
          gypsum  wallboard,  one hour rated  construction  with  insulation  if
          required  by code.  Wall  finish  to be taped  and  sanded,  ready for
          painting in sales area and toilet room.

     2.   FLOOR

          Finished four inch concrete floor slab on vapor barrier. Landlord will
          have the option to leave a cut out in the rear of the  Premises if the
          Tenant is a  restaurant  use.  Vinyl floor tile (12" x 12" x 3/32") in
          the toilet room.

     3.   ELECTRIC SERVICE

          One Hundred  Fifty (150) amp service  with one  electrical  outlet for
          every  fifteen  linear feet along the demising  walls with conduit and
          connected to each Tenant's panel board.

     4.   WATER SERVICE AND SEWER SERVICE

          One inch (1") water line with 3/4 inch meter, one bathroom with toilet
          and cold water sink, mirror and toilet paper holder. (Two bathrooms if
          required by code.)

     5.   SPRINKLERS

          A sprinkler  system  which is  designed on the basis of one  sprinkler
          head per the  required  number of square  feet of Demised  Premises to
          meet the current governmental firecode, if required.

     6.   STOREFRONT AND STOREFRONT CLOSURE

          All shop  storefronts  shall be a minimum of aluminum  extrusions of a
          standard  1-3/4" x 4-1/2"  storefront  system,  single glazed with 1/4
          inch plate glass, tempered as required with one single door entrance.

     7.   CEILING

          Suspended  2'-0" x 4'-0"  acoustical  tile  ceiling  in sales area and
          toilet  room;  acoustical  tile  to be  white  5/8"  thick,  Armstrong
          "Minaboard", Cortega, or equal. Electrical lighting for shops shall be
          recess mounted,  four tube 2' x 4' fluorescent  fixtures  installed at
          the rate of one  fixture  per 96 square  feet of sales  area.  Fixture
          shall be G.E. "Bonus Line" series, or equal. Lighting in storage rooms
          shall be 8 feet long, two tube fluorescent fixtures at the rate of one
          fixture  per 300  square  feet.  Toilet  rooms  shall  have a switched
          surface mounted pendant fixture with  convenience  receptacle  mounted
          above the  lavatory.  (The toilet room exhaust fan shall also be wired
          to this switch.)

                                       1
<PAGE>
     8.   HEATING AND AIR CONDITIONING

          Heating  shall be provided for the entire shop space;  cooling for the
          sales area only,  at the rate of one ton of air  conditioning  per 400
          square feet, minimum.

     9.   DOORS

          Door in cross partition to be a 3'-6" x 6'-8" hollow core wood door in
          hollow metal frame with  lockset.  Door in toilet room to be a 4'-0" x
          6'-8"  pre-hung  hollow core wood door and frame with  privacy set and
          allowing a turning  radius of at least five (5) feet.  Door at rear of
          shop  shall  be a 3' 0" x 7' 0"  hollow  metal  door  and  frame  with
          exterior drip flashing and lockset.

B.   DEMISED PREMISES - TENANT'S WORK

     1.   PERMITS AND UTILITIES

          a.   A certificate of occupancy permit.

          b.   Telephone  service  between  the  point  of  entry  in the  basic
               building  and the  Demised  Premises,  if not  completed  by Bell
               South.

          c.   All utility meters unless otherwise indicated in this Exhibit C.

          d.   Grease trap at a Landlord approved location, if required by code.

     2.   ABOVE CEILING

          All materials  installed above the ceiling of the Demised Premises for
          the  installation  of  equipment,  as approved by  Landlord,  shall be
          incombustible. All wiring above ceilings shall be in conduit.

     3.   TENANT ELECTRICAL SYSTEMS

          Any  electrical   work,   including   service,   wire,   meter  bases,
          transformers,  circuit panels, branch circuit wiring devices, lighting
          fixtures,  lamps, emergency lighting,  communication systems, which is
          in addition to the  electrical  work  required of Landlord  herein and
          which is completed by Tenant, shall conform to the requirements of the
          governmental  authorities,  the National  Electric  Code and the local
          utility.

     4.   EMPLOYEES

          Tenant at all times  will  enforce  strict  discipline  and good order
          among its  employees and  contractors  hired or retained by Tenant and
          their subcontracts and their respective  employees to perform Tenant's
          Work and Tenant's  contractors and their  subcontractors  will work in
          harmony  with  other  contractors'  personnel  performing  work in the
          Shopping Center.

     5.   INSURANCE

          (a)  Tenant agrees, prior to commencement of construction,  to furnish
               Landlord with Certificate(s) of Insurance  evidencing that Tenant
               or Tenant's  contractor has obtained  Builder's Risk Insurance in
               an amount equal to one hundred  percent (100%) of the replacement
               cost of Tenant's Work and all trade fixtures, signs, plate glass,
               floor  covering,   decorative  items,   furniture,   furnishings,
               machinery,  equipment and merchandise in the Demised  Premises in
               the form of a  Standard  Fire  and  Extended  Coverage  Insurance
               Policy  and  that all  other  risks of  direct  physical  loss as

                                       2
<PAGE>
               insured  against  under  Special Form ("all risk"  coverage)  are
               insured against as required by Section 26 of this Lease.

          (b)  Tenant or Tenant's contractor and/or  subcontractors will, during
               the period of  construction  of its work,  secure and  maintain a
               Commercial  General  Liability Policy and furnish Landlord with a
               certificate thereof as required by Section 26 of this Lease.

          (c)  Tenant or Tenant's  contractor and/or  subcontractors  will cause
               its  contractor  and  subcontractors  to secure and  maintain  in
               effect  statutory  Workers'  Compensation  and other insurance as
               required  by the state where the  Shopping  Center is located and
               will furnish Landlord with a certificate thereof.

     6.   SURETY BONDS

          Tenant  shall,  prior  to  commencement  of the  work  in the  Demised
          Premises,  cause its contractor to furnish a bond with adequate surety
          in the full amount of the cost of Tenant's  Work naming  Landlord  and
          its  construction  and permanent  lenders as co-obligees  and covering
          payments  and  performances  of the work as well as labor and material
          payments in connection  therewith.  Copy of said bond to the delivered
          to Landlord prior to commencement of Tenant's Work.

     7.   PROCEDURE

          A.   If the Demised  Premises  are to be  constructed  or renovated by
               Landlord:

               1.   After  execution  of this Lease,  Landlord  will prepare and
                    forward to Tenant an outline  drawing  of  Tenant's  Demised
                    Premises, together with a copy of the Store Design Criteria.

               2.   Within  ten (10)  days  thereafter,  Tenant  will  submit to
                    Landlord three (3) sets of "Preliminary Plans" consisting of
                    architectural,   electrical,   and   mechanical   plans  for
                    Landlord's approval,  which when submitted shall include the
                    following:

                    a.   Show in complete detail all parts which will affect the
                         appearance    of   the   Demised    Premises   and   it
                         architectural, mechanical, and electrical components.

                    b.   Plans, section and elevation must be drawn to scale.

                    c.   Drawings  to include  dimensions,  materials  and color
                         texture specifications (color chips shall be included).

                    d.   Plans  and  specifications   must  be  prepared  by  an
                         approved  architect  or store  designer.  All  drawings
                         (plans)  must be stamped by the  approved  architect or
                         store designer.

                    e.   Sign,  plans  and  specifications  which  shall  be  in
                         accordance with Exhibit D (Sign Criteria).

               3.   Within ten (10)  calendar  days  thereafter,  Landlord  will
                    return to Tenant one (1) copy  marked  "Approved  as Noted",
                    "Approved" or "Disapproved".

               4.   Within five (5) calendar days thereafter, Tenant will submit
                    three   (3)  sets  of   "Complete   Working   Drawings   and
                    Specifications" incorporating any changes which Landlord may
                    have  requested in the  "Preliminary  Plans" to Landlord for
                    Landlord's approval.

                                       3
<PAGE>
               5.   The complete working drawings and specifications of Tenant's
                    Work  in  Tenant's  Demised  Premises  must be  approved  in
                    writing by Landlord prior to Tenant's performing any work in
                    the Demised Premises.

               6.   It is understood and agreed between Landlord and Tenant that
                    costs incurred by Landlord,  if any, as a result of Tenant's
                    delay in providing plans shall be the sole responsibility of
                    Tenant and such costs will be paid by Tenant.

               7.   Tenant  will start  construction  within ten (10) days after
                    being  notified by Landlord  that the Demised  Premises  are
                    ready for Tenant to perform its work.  Before beginning such
                    work,  Tenant  shall obtain all  necessary  permits from the
                    jurisdictional  authorities and other authorities and submit
                    copies of same to Landlord.

               8.   Tenant shall  complete all work within the Demised  Premises
                    as  expeditiously  as  possible.

               9.   Tenant shall secure an occupancy permit,  if required,  from
                    the jurisdictional authorities at least three (3) days prior
                    to November 15, 2000 and furnish a copy of same to Landlord.

               10.  The  approval  of Landlord or  Landlord's  architect  of any
                    plans and/or  specifications or any work performed by Tenant
                    shall  not   constitute   or  be  deemed  a  waiver  of  any
                    requirement of this Lease, the Store Design Criteria, or the
                    outline drawings referred to in Paragraph 7.1. above and all
                    requirements  contained in any and all of the  foregoing are
                    reserved.  Tenant  shall be liable for any failure of Tenant
                    or Tenant's  architects  or  engineers to comply with any of
                    said requirements.

          B.   If the Demised Premises are existing on the date hereof:

               1.   After  execution  of this Lease,  Landlord  will prepare and
                    forward to Tenant an outline  drawing  of  Tenant's  Demised
                    Premises, together with a copy of the Store Design Criteria.

               2.   Within  ten (10)  days  thereafter,  Tenant  will  submit to
                    Landlord three (3) sets of "Preliminary Plans" consisting of
                    architectural,   electrical,   and   mechanical   plans  for
                    Landlord's approval.

               3.   The complete working drawings and specifications of Tenant's
                    Work  in  Tenant's  Demised  Premises  must be  approved  in
                    writing by Landlord prior to Tenant's performing any work in
                    the Demised Premises.

               4.   Tenant will start  construction  within three (3) days after
                    being  notified by Landlord  that the Demised  Premises  are
                    ready for Tenant to perform its work.  Before beginning such

                                       4
<PAGE>
                    work,  Tenant  shall obtain all  necessary  permits from the
                    jurisdictional  authorities and other authorities and submit
                    copies of same to Landlord.

               5.   Tenant shall secure an occupancy permit,  if required,  from
                    the jurisdictional authorities at least three (3) days prior
                    to opening and furnish a copy of same to Landlord.

               6.   The  approval  of Landlord or  Landlord's  architect  of any
                    plans and/or  specifications or any work performed by Tenant
                    shall  not   constitute   or  be  deemed  a  waiver  of  any
                    requirement of this Lease, the Store Design Criteria, or the
                    outline drawings referred to in Paragraph 7.1. above and all
                    requirements  contained in any and all of the  foregoing are
                    reserved.  Tenant  shall be liable for any failure of Tenant
                    or Tenant's  architects  or  engineers to comply with any of
                    said requirements.

8.   CONSTRUCTION PROCEDURE AND SPECIAL PROVISIONS APPLICABLE TO TENANT'S WORK

               1.   Tenant and Tenant's  contractors  are limited to  performing
                    their work, including any office or storage for construction
                    purposes, within the Demised Premises only.

               2.   Tenant and Tenant's  Contractors  shall each be  responsible
                    for  daily  removal  from the  Shopping  Center  Land of all
                    trash,   rubbish  and  surplus   material   resulting   from
                    construction.  If Tenant,  its agents or contractors fail to
                    remove these items daily,  Landlord or its  contractors  may
                    remove them at their  discretion  and charge  Tenant for the
                    cost of removal plus twenty percent (20%) for administrative
                    costs.

               3.   Tenant's  Work  shall  be  done in  such a  manner  as to be
                    coordinated with all work being performed or to be performed
                    by Landlord and other  tenants of Landlord in the project to
                    such an extent that Tenant's  Work shall not interfere  with
                    nor delay the  completion  of any such work in the  project.
                    Landlord  shall  not be liable  for any  injury to person or
                    damage to  property  of Tenant,  or of  Tenant's  employees,
                    licensee or invitees,  from any cause  whatsoever  occurring
                    upon or about the  Demised  Premises,  and Tenant  shall and
                    will indemnify and save Landlord and its partners, officers,
                    employees,   licensees,  invitees,  and  the  successors  or
                    assigns of any of the  foregoing,  harmless from any and all
                    liability and claims  arising out of or connected  with such
                    injury or damage.

               4.   Tenant  agrees  that it, its  general  contractors  or their
                    subcontractors  shall  use only  labor  which  will  work in
                    harmony   with  the  labor  force  of   Landlord's   general
                    contractor.

               5.   Landlord's  general  contractor  shall  have  the  right  to
                    establish reasonable rules and regulations  governing Tenant
                    and Tenant's  contractors in order that the  construction of
                    the Shopping  Center proceed in a safe and orderly manner in
                    accordance  with all of the provisions of this Lease and all
                    applicable governmental requirements.

9.   ROOF PENETRATIONS

     Any Tenant required roof  penetrations will be at Tenant's cost and will be
     performed only by Landlord or Landlord's roofing  contractor,  and shall be
     subject to Landlord's final approval and acceptance.

                                       5
<PAGE>
10.  MISCELLANEOUS

     Whether or not otherwise  specifically  required herein,  all Tenant's Work
     shall  comply  with  the   requirements,   rules  and  regulations  of  all
     authorities having governmental  jurisdiction over the Demised Premises. In
     all  instances  where Tenant is to install any item,  it shall also furnish
     such item.

11.  WORK CHANGES

     Any changes in Tenant's  Work during the course of its  construction  which
     may be required by the governmental  authorities or Landlord's underwriters
     shall be performed by Tenant at Tenant's expense.

12.  AS-IS

     Notwithstanding  anything  contained in this Lease to the contrary,  Tenant
     accepts the Demised Premises "as-is" and "where is" and in the condition in
     which they  currently  exist.  Tenant  acknowledges  that  Landlord  is not
     required to complete any work within the Demised Premises prior to Tenant's
     occupancy.  The outline of Landlord's Work in Exhibit "C" is made solely in
     the event that Landlord is required  under the Lease to restore the Demised
     Premises  following a casualty or a taking by Eminent Domain,.  Tenant must
     provide complete architectural plans and specifications for approval by the
     Landlord, which approval must be in writing. Tenant shall promptly commence
     and diligently complete Tenant's Work as required by and in accordance with
     Exhibit  "C"  and  Tenant's  approved  plans.  Notwithstanding  the  above,
     Landlord  shall make a one time  inspection  of the  utilities and HVAC and
     warrant that they are in good  operating  order on the Turnover Date of the
     Demised Premises to Tenant.




                                        By: /s/ John Sexton
                                            ------------------------------------
                                            Landlord

                                        By: /s/ Alan S. Cohn
                                            ------------------------------------
                                            Tenant

                                       6
<PAGE>
                                   EXHIBIT "D"


                                  SIGN CRITERIA


                                INSERT FROM FILE

<PAGE>
                                    EXHIBIT E

                              TENANT'S CERTIFICATE


TO:
         ----------------------------
         Name

         ----------------------------
         Address

         ----------------------------
         City       State         Zip


The  undersigned,   as  Tenant  under  that  certain  Lease  (the  "Lease")dated
_______________, 19__, made with _________________________________, as Landlord,
hereby certifies to as follows:

(1) That the  undersigned has accepted and entered into occupancy of the Demised
Premises described in said Lease;

(2) That  attached  hereto as Exhibit A is a true,  correct and complete copy of
the Lease  and that said  Lease is in full  force  and  effect  and has not been
assigned, modified, supplemented or amended in any way except: ________________;

(3) That the same represents the entire agreement between the parties as to said
leasing;

(4) That the Rent Commencement Date of the Lease Term is ______________________;

(5) That the expiration date of the Lease Term of the Lease is , and that Tenant
does not have any  rights or  options  to renew the Lease or to extend  the term
thereof or to lease  additional  space in the Shopping Center (as defined in the
Lease), except as for

(6) That all  conditions  of the Lease to be performed by Landlord and necessary
to the enforceability of the Lease have been satisfied;

(7) That there are no defaults by either Tenant or Landlord thereunder;

(8) That no rentals have been prepaid, other than as provided in the Lease;

(9) That on this date  there  are no  existing  defenses  or  offsets  which the
undersigned has against the enforcement of the Lease by Landlord;

(10) That as of this date there are no actions,  whether voluntary or otherwise,
pending  against  Tenant under the  bankruptcy or insolvency  laws of the United
States or any state thereof; and

(11) All  improvements  to the Demised  Premises  required to be built under the
Lease, if any, have been fully and satisfactorily  completed. All allowances and
contributions,  if any, payable by Landlord to Tenant, or by Tenant to Landlord,
relating to the structures and improvements comprising the Demised Premises have
been paid in full.

The undersigned hereby agrees:

     (1) To disclaim all right, title or interest in the Demised Premises except
the rights granted by the Lease;

     (2) To  send a copy of any  notice  or  demand  given  or made to  Landlord
pursuant to the  provisions  of the Lease by  Certified  or  Registered  Mail to
_____________________________ at _______________________________________  who is
or will be the owner and holder of a Mortgage  on the Demised  Premises,  or its
assignee;

                                       1
<PAGE>
     (3) To give the holder of such  Mortgage,  or its  assignee,  a  reasonable
period of time to cure any default complained of in said notice or demand; and

     (4) That no consent of Landlord to any  modification  or  assignment of the
Lease, or any termination of the Lease, shall be effective without prior written
notice to the holder of such Mortgage, or its assignee.

                                        TENANT

                                        ----------------------------------------

                                       2
<PAGE>
                                    EXHIBIT F

            SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT AGREEMENT

THIS   SUBORDINATION,    NON-DISTURBANCE,   AND   ATTORNMENT   AGREEMENT   (this
"Agreement"),  is  made  this  ________day  of  ______________,  19___,  between
____________________________________________________,     with     offices    at
___________________________________________________________, (hereinafter called
"Tenant"),   ___________________________________________,   (hereinafter  called
"Mortgagee"), and  ____________________________________,  with a mailing address
of P. O. Box 988, Duluth, Georgia 30136 (hereinafter called "Landlord").

                                  WITNESSETH:

     WHEREAS,  Tenant has entered into a certain Lease dated ___________,  19__,
with  Landlord,  which  Lease has been  amended  by  Amendment  Agreement  dated
____________________,   19___,  covering  certain  Demised  Premises  known  and
numbered as _____________________________________________ in the Shopping Center
known    as     _______________________________________    in    ______________,
___________________ County, Georgia (the "Lease"); and

     WHEREAS, Mortgagee has agreed to make a mortgage loan (the "Mortgage Loan")
to the  Landlord,  provided,  however,  that the  Lease is  subordinated  to the
security  interest  and lien of the  Security  Deed or Deed to  Secure  Debt and
Security Agreement which secures said Mortgage Loan (the "Mortgage"); and,

     WHEREAS,  Mortgagee  has been  requested by Tenant and by Landlord to enter
into this Subordination, Non-Disturbance and Attornment Agreement with Tenant;

     NOW,  THEREFORE,  in  consideration  of the Lease and the mutual  covenants
hereinafter  contained,  the  parties  hereto  mutually  covenant  and  agree as
follows:

     1. The Lease and any extensions,  renewals,  replacements or  modifications
thereof,  and all of the  right,  title  and  interest  of  Tenant in and to the
Demised  Premises,  are and shall be subject and subordinate to the Mortgage and
to all of the terms  and  conditions  contained  therein,  and to any  renewals,
modifications, replacements, consolidations and extensions thereof; and

     2. Mortgagee consents to the Lease and, in the event of foreclosure of said
Mortgage,  or in the event  Mortgagee comes into possession or acquires title to

                                       1
<PAGE>
the  Demised  Premises  as a result of the  enforcement  or  foreclosure  of the
Mortgage  or the note  secured  thereby,  or as a  result  of any  other  means,
Mortgagee  agrees that Tenant shall not be disturbed  in its  possession  of the
Demised  Premises,  except for any reason  which would  entitle the  Landlord to
terminate the Lease under its terms, or would cause,  without any further action
by such Landlord,  the  termination of the Lease, or would entitle such Landlord
to dispossess  Tenant from the Demised Premises;  and provided,  further that at
the time Mortgagee comes into possession of the Demised Premises;  Tenant is not
in default under the Lease and that no event has occurred and no condition  then
exists which,  after the passage of time (after notice required by the Lease, if
any) would  entitle  Landlord  to  terminate  the Lease under its terms or would
cause,  without any further  action of such  Landlord,  the  termination  of the
Lease,  or would  entitle such  Landlord to  dispossess  Tenant from the Demised
Premises.

     3. Tenant agrees with  Mortgagee  that, if the interests of Landlord in the
Demised  Premises  shall be  transferred  to and owned by Mortgagee by reason of
foreclosure or other proceedings  brought by it, or by any other manner,  Tenant
shall be bound to Mortgagee under all of the terms,  covenants and conditions of
the Lease for the  balance  of the Lease  Term and any  extensions  or  renewals
thereof  which may be effected  in  accordance  with any option  therefor in the
Lease,  with the same force and effect as if Mortgagee  were Landlord  under the
Lease,  and  Tenant  does  hereby  attorn to  Mortgagee  as its  Landlord,  said
attornment  to be  effective  and  self-operative  without the  execution of any
further instruments on the part of the parties hereto immediately upon Mortgagee
succeeding to the interest of Landlord in the Demised  Premises.  Tenant agrees,
however,  upon the election of and written  demand by  Mortgagee,  within thirty
(30) days after Mortgagee receives title to the Demised Premises,  to execute an
instrument  in  confirmation  of  the  foregoing  provisions,   satisfactory  to
Mortgagee, in which Tenant shall acknowledge such attornment and shall set forth
the terms and conditions of its tenancy.

     4. In the event of a  foreclosure  sale of the Demised  Premises  under any
present or future lien against Landlord's  interest in the Demised Premises,  or
in the event that Landlord conveys its interest in the Demised  Premises,  or in
the event that Landlord's  interest in the Demised  Premises passes to any other
person,  firm or  corporation by operation of law or any other means then in any
of  said  events,  Tenant  shall  promptly  attorn  to  the  purchaser  at  such
foreclosure  sale, or to the grantee of the Demised Premises from Landlord or to
such other successor to Landlord's  interest in the Demised Premises,  under all
of the terms, covenants and conditions of the Lease; and, the purchaser or other

                                       2
<PAGE>
successor  entitled to the  Demised  Premises  shall not  disturb  Tenant in its
possession in the Demised  Premises;  provided,  however,  that at the time such
purchaser or other  successor to Landlord  comes into  possession of the Demised
Premises,  Tenant  is not in  default  under  the  Lease  and that no event  has
occurred and no condition  then exists  which,  after the passage of time (after
notice  required by the Lease,  if any) would entitle  Landlord to terminate the
Lease  under  its  terms or would  cause,  without  any  further  action of such
Landlord,  the  termination  of the Lease,  or would  entitle  such  Landlord to
dispossess Tenant from the Demised Premises.  Said attornment is to be effective
and self-operative  without the execution of any further instruments on the part
of any of the parties hereto immediately upon the successor to Landlord's estate
succeeding to the interest of Landlord in the Demised  Premises.  Tenant agrees,
however,  upon the  election  of and  written  demand by any such  successor  to
Landlord's  interest  within thirty (30) days after said successor to Landlord's
interest  receives  title to the Demised  Premises,  to execute an instrument in
confirmation of the foregoing provisions,  satisfactory to any such successor to
Landlord's interest, in which Tenant shall acknowledge such attornment and shall
set forth the terms  and  conditions  of its  tenancy.

     5. Tenant  agrees with  Mortgagee  that if Mortgagee  shall  succeed to the
interest of Landlord under the Lease, Mortgagee shall not be:

          (a) liable for any action or omission of any prior  Landlord under the
     Lease; or

          (b) subject to any offsets or defenses which Tenant might have against
     any prior Landlord; or

          (c) bound by any rent or  additional  rental  which  Tenant might have
     paid for more than the current month to any prior Landlord; or

          (d) bound by any  security  deposit  which Tenant may have paid to any
     prior  Landlord,  unless  such  deposit is in an escrow fund  available  to
     Mortgagee; or

          (e) bound by any amendment or  modification  of the Lease made without
     prior written consent to Mortgagee.

Tenant  further   agrees  with  Mortgagee  that  Tenant  will  not   voluntarily
subordinate  the Lease to any lien or encumbrance  without  Mortgagee's  written
consent.

     6.  In  the  event  that  Landlord  shall  default  in the  performance  or
observance of any of the terms,  conditions  or agreements in the Lease,  Tenant
shall give written  notice  thereof to Mortgagee  and  Mortgagee  shall have the
right (but not the  obligation) to cure such default.  Tenant shall not take any
action in order to  terminate,  rescind,  or avoid the Lease or to withhold  any
rental  thereunder  for a period of ten (10) days after  Mortgagee's  receipt of

                                       3
<PAGE>
such written notice of default with respect to any such default capable of being
cured by the payment of money and for a period of thirty (30) days after receipt
of such  written  notice  thereof by  Mortgagee  with  respect to any other such
default  (provided that, in the case of any default which cannot be cured by the
payment of money and cannot with  diligence be cured within such thirty (30) day
period,  if Mortgagee  shall  proceed  promptly to cure the same and  thereafter
shall prosecute the curing of such default with diligence and  continuity,  then
the time within such  default may be cured shall be extended  for such period as
may be  necessary  to  complete  the  curing  of the  same  with  diligence  and
continuity).

     7.  Landlord  shall not further  assign  Landlord's  interest in the Lease,
unless the grantee or assignee  shall  acknowledge  in writing to Mortgagee that
the conveyance or assignment is accepted  subject to the Lease and the Mortgage.
Landlord  further agrees that in the event said interest in the Demised Premises
or said interest in the Lease passes to any other person,  firm or  corporation,
by  operation  of law or by any other  means,  such  passage  of title  shall be
subject to the Lease.

     8. This Agreement shall bind and inure to he benefit of the parties hereto,
their  successors and assigns.  As used herein,  the term "Tenant" shall include
Tenant,  its successors and assigns;  the words  "foreclosure"  and "foreclosure
sale" as used herein shall be deemed to include the  acquisition  of  Landlord's
interest in the Demised  Premises by voluntary  deed (or  assignment) in lieu of
foreclosure;   and  the  word   "Mortgagee"   shall  include   Mortgagee  herein
specifically  named and any of its successors and assigns,  including anyone who
shall have  succeeded  to  Landlord's  interest  in the  Demised  Premises,  by,
through, or under foreclosure of the Mortgage.

     9. This Agreement shall not be modified or amended except in writing signed
by all parties hereto.


     10.  The use of the  neuter  gender  in this  Agreement  shall be deemed to
include any other  gender,  and words in the  singular  number  shall be held to
include the plural, when the context requires.

                                       4
<PAGE>
     IN WITNESS  WHEREOF,  the parties  hereto have placed their hands and seals
the day and year first above written.

Signed, sealed and delivered            TENANT:
in the presence of:
                                        a __________________________ corporation

----------------------                  By:_____________________________________
Unofficial Witness
                                        Name/Title:_____________________________
----------------------
Notary

(affix Notarial Seal and date
of commission expiration)               Attest: ________________________________

                                        Name/Title: ____________________________

                                                 (Affix Corporate Seal)

                                        ________________________________________

                                        a __________________________ partnership

                                        By:_______________________________(Seal)
                                           As its general partner

                                        By:_______________________________(Seal)
                                           As its general partner

                                        __________________________________(Seal)
                                        an individual


Signed, sealed and delivered            LANDLORD:
in the presence of:
                                        __________________________ an individual

----------------------                  __________________________________(Seal)
Unofficial Witness
                                        Name/Title:_____________________________
----------------------
Notary
                                        ________________________________________
(affix Notarial Seal and date
of commission expiration)               a __________________________ partnership

                                        By:_______________________________(Seal)
                                           As its general partner

                                        By:_______________________________(Seal)
                                           As its general partner

Signed, sealed and delivered            MORTGAGEE:
in the presence of:
                                        a __________________________ corporation

----------------------                  By:_____________________________________
Unofficial Witness
                                        Name/Title:_____________________________
----------------------
Notary

(affix Notarial Seal and date
of commission expiration)               Attest: ________________________________

                                        Name/Title: ____________________________

                                       5
<PAGE>
                                   EXHIBIT "G"

                              RULES AND REGULATIONS


                                INSERT FROM FILE
<PAGE>
                                   EXHIBIT "H"

                     DELIVERY OF POSSESSION DATE CERTIFICATE


LANDLORD:

TENANT:

PROJECT:

LEASE DATE:

PREMISES NUMBER:

SQUARE FOOTAGE:

DELIVERY OF POSSESSION DATE:


     Landlord  and  Tenant  acknowledge  and  agree  that  the  Leased  Premises
described in the above  referenced  Lease have been  delivered to Tenant for the
performance  of Tenant's Work (as said term is defined in the Lease) on Delivery
of Possession Date noted above.

     Tenant acknowledges that Tenant has received access to the above-referenced
space.  Tenant  understands  that Tenant may not begin any  construction  in the
Leased Premises until Tenant has satisfied the insurance and other  requirements
as referenced in the Lease.

     Tenant further  acknowledges  that all of the landlord's Work,  pursuant to
said Lease, has been completed except as follows:


     Tenant  acknowledges  and agrees  that all  utilities  will be  transferred
within five (5) working days form date of possession to avoid  disconnection  of
service.


LANDLORD:                               TENANT:




-----------------------------------     ----------------------------------------
Name:                                   Name:

-----------------------------------     ----------------------------------------
Title:                                  Title:
<PAGE>
                                   EXHIBIT "I"

                             LEASE TERM DECLARATION


LANDLORD:

TENANT:

PROPERTY:

LEASE DATE:

PREMISES NUMBER:

SQUARE FOOTAGE:

     Landlord and Tenant  acknowledge  and agree that  Commencement  Date of the
above referenced Lease is ________________ and the Termination Date of the Lease
is _____________.


LANDLORD:                               TENANT:




-----------------------------------     ----------------------------------------
Name:                                   Name:

-----------------------------------     ----------------------------------------
Title:                                  Title:
<PAGE>
                                   EXHIBIT "J"


                                  CONSTRUCTION



                                (Not applicable)
<PAGE>
                                   EXHIBIT "K"


                                GUARANTY OF LEASE


LEASE DATE:
           ---------------------------------------------------------------------

LANDLORD: NORO-BROADVIEW HOLDING COMPANY, B.V.
          ----------------------------------------------------------------------

TENANT: ABSOLUTE CARE, INC.
       -------------------------------------------------------------------------

GUARANTOR(S): AVESIS INCORPORATED
             -------------------------------------------------------------------

SPECIALTY MALL: LINDBERGH PLAZA
              ------------------------------------------------------------------

     FOR VALUE RECEIVED,  and in  consideration of the sum of $1.00 in hand paid
and of and as an inducement for the execution and delivery of the Lease referred
to above  between  Landlord  and Tenant,  the  undersigned  Guarantor(s)  hereby
jointly and severally  guarantee to Landlord the full and prompt  payment of all
rent,  including  fixed rent and any contingent or percentage or other rent, and
any and all other sums and charges  payable by Tenant  under the Lease,  and the
full and timely  performance  and  observance  of all the  covenants,  terms and
conditions  and  agreements  in the Lease to be  performed  and  observed by the
Tenant. Guarantor(s) hereby covenant and agree that if default shall at any time
be made by the  Tenant in the  payment  of any such  rent or any  other  sums or
charges,  or in the performance  and observance of any of the covenants,  terms,
conditions or agreements in the Lease, the  Guarantor(s)  will promptly pay such
rent and other sums and charges to the Landlord,  and perform and fulfill all of
the terms, covenants,  conditions and agreements,  and will pay the Landlord all
damages and expenses,  including  attorneys' fees, that may arise in consequence
of any  default  by the  Tenant  under the Lease or by the  enforcement  of this
Guaranty.

     This Guaranty is an absolute and  unconditional  guaranty of payment and of
performance.  It shall be  enforceable  against  the  Guarantor(s),  jointly  or
severally,  without the necessity of any suit or  proceedings  on the Landlord's
part of any kind or  nature  whatsoever  against  the  Tenant  and  without  the
necessity  of  any  notice  of  non-payment,  non-performance,   non-observance,
acceptance  of this  guaranty,  or of any  other  notice  or demand to which the
Guarantor(s)  hereby expressly  waive.  The Guarantor(s)  hereby expressly agree
that the  validity of this  Guaranty  and the  obligations  of the  Guarantor(s)
hereunder  shall in no way be  terminated,  affected,  diminished or impaired by
reason of the assertion or failure to assert by the Landlord  against the Tenant
any of the rights and remedies  available to the Landlord or by relief of Tenant
from any of the Tenant's  obligations  under this Lease by the  rejection of the
Lease in connection with proceedings  under the Bankruptcy laws now or hereafter
in effect or otherwise.

     This  Guaranty  shall be a  continuing  guaranty  and the  liability of the
Guarantor(s)  hereunder  shall in no way be affected,  modified or diminished by
reason of any assignment, renewal, modification of the Lease or by reason of any
modification or waiver of or change in any of the terms, covenants,  conditions,
or  provisions  of the Lease,  or by reason of any extension of time that may be
granted by the Landlord to the Tenant or by reason of a change for different use
of the Demised  Premises or by reason of any dealings or transactions or matters
or things  occurring  between the  Landlord  and the Tenant,  whether or not the
Guarantor(s)  have knowledge or notice  thereof.  Guarantor(s)  shall not assign
this Guaranty without the prior written consent of Landlord.

     The  assignment  by  Landlord  of this  Lease  and/or  the  rents and other
receipts thereof made either with or without the Guarantor's knowledge or notice
shall in no manner  whatsoever  release the  Guarantor(s)  from any liability as
Guarantor(s). This Guaranty may be assigned by the Landlord.

     All the  Landlord's  rights and remedies under the said Lease or under this
Guaranty are intended to be distinct,  separate and cumulative and no such right
and remedy  therein or herein  mentioned  is  intended to be an  exclusion  or a
waiver of any of the others.

                                       1
<PAGE>
     This  Guaranty  shall be  binding  upon the  Landlord  and Tenant and their
respective successors and assigns.

     IN WITNESS WHEREOF, the undersigned have executed this Guaranty of Lease as
of the 3rd day of August, 2000.


                                        GUARANTOR (S)

                                        AVESIS INCORPORATED



                                        /s/ Alan S. Cohn
                                        ----------------------------------------




                                        Attest: /s/ Alan S. Cohn
                                                --------------------------------
                                        Title: CEO
                                               ---------------------------------
                                               {AFFIX CORPORATE SEAL}