Exhibit 10.33  Lease Agreement  between  Technology  Service Group, Inc. and 
               McDonald Windward Partners II, L.L.C. dated November 12, 1996


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                                 LEASE AGREEMENT

     THIS LEASE  AGREEMENT,  made and  entered  into by and  between  TECHNOLOGY
SERVICE  GROUP,  INC.,  a  Delaware  corporation  (hereinafter  referred  to  as
"Tenant"),  and  McDONALD  WINDWARD  PARTNERS  II,  L.L.C.,  a  Georgia  limited
liability company (hereinafter referred to as "Landlord");

                               W I T N E S S E T H

     1. PREMISES.  For and in  consideration  of the obligation of Tenant to pay
rent as herein provided, and in consideration of the other terms, provisions and
covenants  hereof,  Landlord  hereby  demises  and leases to Tenant,  and Tenant
hereby leases from Landlord certain premises being  approximately  39,200 square
feet of space within the building  located at 1075 Windward Ridge Parkway (known
as Building  200 at Windward  Ridge),  Forsyth  County,  Georgia,  described  in
Exhibit "A" attached hereto and incorporated herein by reference,  together with
all rights, privileges,  easements, and appurtenances belonging to or in any way
pertaining   to  said  premises  and  together  with  the  buildings  and  other
improvements  situated or to be situated upon said premises (said real property,
building and improvements being hereinafter referred to as the "Premises").

     TO HAVE AND TO HOLD the  Premises  for the  Demised  Term,  as  hereinafter
defined.

     2. TERM.  The term of this lease  (hereinafter  referred to as the "Demised
Term") shall be for a period commencing on the Commencement Date, as hereinafter
defined,  and ending sixty (60) months  thereafter,  unless sooner terminated as
provided in this lease;  provided,  however, that, in the event the Commencement
Date is not the first day of a calendar month, the Demised Term shall extend for
the remainder of the calendar month in which the  Commencement  Date occurs plus
said number of months.

          The "Commencement Date" shall be the date upon which the buildings and
other  improvements  erected and to be erected upon the Premises shall have been
substantially   completed  in  accordance  with  the  plans  and  specifications
described on Exhibit "B" attached hereto and  incorporated  herein by reference.
Landlord shall notify Tenant in writing as soon as Landlord deems said buildings
and other improvements to be completed and ready for occupancy as aforesaid.  In
the event  that said  buildings  and  other  improvements  have not in fact been
substantially completed as aforesaid, Tenant shall notify Landlord in writing of
its  objections.  Landlord  shall have a reasonable  time after delivery of such
notice in which to take such  corrective  action as may be necessary,  and shall
notify  Tenant in writing as soon as it deems  such  corrective  action has been
completed so that said buildings and other  improvements are completed and ready
for occupancy.  Taking of possession by Tenant shall be deemed  conclusively  to
establish  that said  buildings and other  improvements  have been  completed in
accordance with the plans and  specifications  and are in good and  satisfactory
condition.  In the event of any  dispute as to  substantial  completion  of work
performed or required to be performed  by Landlord,  or the date of  substantial
completion of such work,  the  certificate  of  Landlord's  architect or general
contractor shall be conclusive.  Tenant  acknowledges that no representations as
to the  condition  of the Premises  have been made by Landlord,  unless such are
expressly set forth in this lease.  After the Commencement  Date,  Tenant shall,
upon demand,  execute and deliver to Landlord a letter of acceptance of delivery
of the Premises.

     3. BASE RENT.  Tenant  agrees to pay  Landlord  rent for the  Premises,  in
advance,  without demand, deduction or set off, for the Demised Term at the rate
of Seventeen  Thousand Eight Hundred Three and 33/100 Dollars  ($17,803.33)  per
month. One monthly rent installment  shall be due and payable on the date hereof
and a like  monthly rent  installment  shall be due and payable on or before the
first day of each calendar month during the Demised Term, except that the rental
payment for any  fractional  calendar  month at the  commencement  or end of the
Demised Term shall be prorated on the bases of a thirty-day month.

     In the event the  Commencement  Date occurs on or before December 31, 1996,
Base Rent under this Paragraph 3 shall abate during the period  beginning on the
Commencement  Date and ending on January 31, 1997. In the event the Commencement
Date occurs on or after January 1, 1997,  Base Rent under this Paragraph 3 shall
abate during a thirty-day period beginning on the Commencement Date.

     4.  SECURITY  DEPOSIT.  Tenant  agrees to deposit with Landlord on the date
hereof,  in addition to the rent  specified in Paragraph 3, the sum of Seventeen
Thousand Eight Hundred Three and 33/100 Dollars ($17,803.33), which sum shall be
held by Landlord,  without obligation for interest (except as may be required by
law), as security for the  performance  of Tenant's  covenants  and  obligations
under this lease, it being expressly  understood and agreed that such deposit is
not an advance  rental  payment or a measure  of  Landlord's  damages in case of
Tenant's  default.  Upon the  occurrence of any event of default by Tenant under
this lease,  Landlord may (but without  obligation to do so), from time to time,
without  prejudice to any other remedy  provided herein or provided by law or in
equity,  use this  security  deposit  to the extent  necessary 


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to make good any arrears of rent or other payments due Landlord  hereunder,  and
any other damage,  injury, expense or liability caused by such event of default.
Tenant shall pay  Landlord,  on demand,  the amount of the  security  deposit so
applied in order to restore the security  deposit to its original  amount.  This
security  deposit  shall be deemed the property of Landlord,  but any  remaining
balance of such  deposit  shall be  returned  by Landlord to Tenant at such time
after  termination  of this lease that all of  Tenant's  obligations  under this
lease have been fulfilled.

     5. USE.  The  Premises  shall be used only for the  purpose  of  receiving,
storing,  shipping  and  selling  (other  than  at  retail)  and  fabricating  /
assembling  printed circuit boards and products,  materials and merchandise made
and/or  distributed  by Tenant  and for such  other  lawful  purposes  as may be
incidental thereto,  including headquarters offices and administrative functions
of the Tenant. Outside storage,  including without limitation,  trucks and other
vehicles,  is prohibited  without  Landlord's prior written  consent;  provided,
however,  that Landlord  consents to the parking of Tenant's trucks (bobtail and
tractor-trailer),  and  the  use by  Tenant  of a  trash  compactor  or  similar
receptacle,  at Tenant's loading docks at the rear of the building. Tenant shall
at its own cost and  expense  obtain  any and all  other  licenses  and  permits
necessary  for any such use.  Tenant  shall comply with all  governmental  laws,
ordinances  and  regulations  applicable to the use of the  Premises,  and shall
promptly comply with all governmental  orders and directives for the correction,
prevention  and  abatement  of  nuisances in or upon,  or  connected  with,  the
Premises,   all  at  Tenant's  sole   expense.   Tenant  shall  not  permit  any
objectionable  or unpleasant  odors,  smoke,  dust,  gas, noise or vibrations to
emanate from the  Premises,  nor take any other action which would  constitute a
nuisance  or would  disturb or  endanger  any other  tenants of the  building or
buildings  in which the Premises are  situated or  unreasonably  interfere  with
their  use of  their  respective  premises.  Without  Landlord's  prior  written
consent,  Tenant  shall not  receive,  store or  otherwise  handle any  product,
material or merchandise  which is explosive or highly  inflammable.  Tenant will
not permit the  Premises to be used for any purpose or in any manner  (including
without  limitation,  any method of storage)  which would  render the  insurance
thereon void or the  insurance  risk more  hazardous or cause the State Board of
Insurance or other insurance authority to disallow any sprinkler credits. Tenant
shall  not use the  Premises  for the  generation,  storage,  transportation  or
disposal  of  dangerous,  toxic or  hazardous  materials,  chemicals,  wastes or
similar substances, except as hereinafter provided below.

     Tenant's  permitted use of the Premises shall also include  printed circuit
board  insertion  and  product  assembly  operations,  soldering  and  wave-flow
operations,  sapanofiers in aqueous cleaning  operations with recycling  system,
and conformal coating and painting operations.  All of Tenant's operations shall
be performed in accordance with acceptable  industry  standards and shall comply
with all environmental regulations.

     Tenant's  permitted  use of the  Premises  shall  further  include the use,
receipt,  storage,  and handling of: (a) explosive or highly flammable material,
as identified by Tenant on Exhibit "C"; and (b) hazardous  materials and related
waste,  and the  discharge  of gases and fumes (by means of  external  equipment
venting  through  exhaust  curbs),  all as  identified by Tenant on Exhibit "C".
Tenant may, after receipt of Landlord's written consent (which consent shall not
be unreasonably withheld),  modify the list on Exhibit "C" to include additional
materials  reasonably required by Tenant in the conduct of its business.  Tenant
warrants and agrees:  (c) to store,  as necessary,  all flammable  substances in
UL-approved  flammable liquid storage  cabinets;  and (d) to store all hazardous
materials and waste in appropriate  containers and at an appropriate location on
the  Premises,  and to dispose  of  hazardous  waste  using  state-approved  and
licensed subcontractors.

     6. TAXES.

          A. Landlord agrees to pay before delinquency,  all taxes,  assessments
and  governmental  charges  of  any  kind  and  nature  whatsoever  (hereinafter
collectively  referred  to as  "taxes")  lawfully  levied  or  assessed  against
Premises;  provided,  however,  that the  maximum  amount of taxes to be paid by
Landlord hereunder for the Premises during any one real estate tax year shall be
$.15 per square foot. (the  "Landlord's  Tax Share").  If in any real estate tax
year during the Demised  Term hereof or in any renewal or  extension  period the
taxes levied or assessed  against the Premises during such tax year shall exceed
the sum set forth in the  preceding  sentence,  Tenant  shall pay to Landlord as
additional rental, upon demand, the amount of such excess. In the event any such
amount is not paid within thirty (30) days after the date of Tenant's receipt of
Landlord's invoice, the unpaid amount shall bear interest at the rate of fifteen
percent (15%) per annum from the date of the invoice until payment by Tenant.

     In the event the  Premises  constitute  a portion of a  multiple  occupancy
building or there are several  buildings  located in the tax parcel in which the
Premises are  situated,  Tenant agrees to pay to Landlord,  as additional  rent,
upon demand, the amount of Tenant's "proportionate share" of the taxes in excess
of the Landlord's Tax Share.  Tenant's  "proportionate  share",  as used in this
lease,  shall mean a fraction,  the  numerator of which is gross square  footage
space contained in the Premises and the denominator of which is the gross square
footage  contained  in the  building or  buildings  located on the tax parcel in
which the Premises are situated.


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          B. If at any time during the term of this lease, the present method of
taxation shall be changed so that in lieu of the whole or any part of any taxes,
assessments or governmental charges,  levied, assessed or imposed on real estate
and the  improvements  thereon,  there  shall be  charged,  levied,  assessed or
imposed on Landlord a capital levy or other tax  directly on the rents  received
therefrom  and/or a franchise  tax,  assessment,  levy or charge  measured by or
based,  in whole or in part,  upon such  rents  for the  present  or any  future
building or buildings on the Premises, then all such taxes, assessments,  levies
or charges,  or the part  thereof so  measured  or based,  shall be deemed to be
included within the term "taxes" for the purposes hereof.

          C. The Landlord  shall have the right (but no  obligation) to employ a
tax  consulting  firm to attempt to assure a fair tax burden on the  building or
buildings in which the Premises are located and grounds surrounding the Premises
within the applicable tax jurisdiction. Tenant shall pay to Landlord upon demand
from time to time, as  additional  rent,  the amount of Tenant's  "proportionate
share" (as defined in subparagraph 6.A herein) of the cost of such service.

          D.  Any  payment  to be made  pursuant  to this  Paragraph  6 shall be
prorated in the event any portion of the Demised  Term is not within a full real
estate tax year.

     7.  LANDLORD'S  REPAIRS.  Landlord  shall at its expense  maintain only the
roof,  foundation  and the  structural  soundness of the  exterior  walls of the
Premises in good repair,  reasonable wear and tear excepted. Tenant shall repair
and  pay for  any  damage  caused  by the  negligence  of  Tenant,  or  Tenant's
employees, agents or invitees, or caused by Tenant's default hereunder. The term
"walls" as used herein shall not include windows,  glass or plate glass,  doors,
special store fronts or office entries.  Tenant shall  immediately give Landlord
written  notice of defects or need for repairs,  after which Landlord shall have
reasonable opportunity to repair same or cure such defect.  Landlord's liability
with  respect to any  defects,  repairs or  maintenance  for which  Landlord  is
responsible  under any of the  provisions  of this lease shall be limited to the
cost of such repairs or maintenance or the curing of such defects.

     8. TENANT'S REPAIRS.

          A. Tenant  shall at its own cost and  expense  keep and  maintain  all
parts of the Premises (except those for which Landlord is expressly  responsible
under the terms of this lease) in good condition,  promptly making all necessary
repairs and replacements, including but not limited to, windows, glass and plate
glass,  doors, any special office entry,  interior walls and finish work, floors
and floor covering, heating and air condition systems, dock boards, truck doors,
dock bumpers,  plumbing work and fixtures,  termite and pest extermination,  and
regular removal of trash and debris.

     Tenant  shall  provide  Landlord  with  prior  notice  of any  repair to be
undertaken  by  Tenant  costing  in excess of  $5,000  (in  Tenant's  reasonable
estimation) and such other  information as Landlord may reasonably  request with
respect to such  repair,  except such notice  shall not be required if immediate
repair is necessary for security or safety reasons.

          B.  Tenant  shall not  damage any wall or disturb  the  integrity  and
support  provided by any wall and shall, at its sole cost and expense,  promptly
repair  any  damage  or injury  to any wall  caused by Tenant or its  employees,
agents or invitees.

          C. In the event  the  Premises  constitute  a  portion  of a  multiple
occupancy building, Tenant and its employees, customers and licensees shall have
the exclusive  right to use the parking  areas located  directly in front and to
the rear of the Premises (as expanded or contracted  in the future),  subject to
such  reasonable  rules  and  regulations  as  Landlord  may  from  time to time
prescribe  to rights of  ingress  and  egress of other  tenants.  Parking in the
street,  in the drive along the side of the building,  or in the flow of traffic
to the rear of the building is prohibited. Landlord shall not be responsible for
enforcing Tenant's exclusive parking rights against any third parties.

          D. Tenant shall,  at its own cost and expense,  enter into a regularly
scheduled preventive  maintenance/service contract with a maintenance contractor
for serving all hot water,  heating and air  conditioning  systems and equipment
within  the  Premises.  The  maintenance  contractor  and the  contract  must be
approved by Landlord.  The service contract must include all services  suggested
by the equipment manufacturer within the  operation/maintenance  manual and must
become effective (and a copy thereof delivered to Landlord) no later than thirty
(30) days after the Commencement Date).

     9. COMMON AREA MAINTENANCE. Tenant shall pay to Landlord as additional rent
a common area  operating and  maintenance  fee equal to Tenant's  "proportionate
share" (as defined in subparagraph  6.A. herein) of the cost and expense for the
operation and  maintenance of the common areas of the building and park in which
the Premises are  located,  including,  but not limited to, the mowing of grass,
care of shrubs, general landscaping, common sewage line plumbing, maintenance of
building,  parking areas, entrances,  driveways and management thereof. Landlord
estimates  that the common area  maintenance  charges for 1997 will be $0.31 per
square  foot.  If Tenant or any other  particular  tenant of the building can be
clearly  identified as being  responsible  for  obstructions  or stoppage of the
common  sanitary sewage line,  then Tenant,  if Tenant 


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is  responsible,  or such other  responsible  tenant,  shall pay the entire cost
thereof, upon demand, as additional rent. Payment shall be made on the first day
of each month based on the  projected  cost of such  maintenance.  At the end of
each year,  Landlord shall determine the actual costs of such  maintenance.  Any
additional  costs due from  Tenant  based on the actual  costs shall be promptly
paid by Tenant.  Any savings  will be  credited  against  the  following  year's
payments.

     10. TENANT IMPROVEMENTS TO PREMISES. Tenant shall not make any alterations,
additions or  improvements  to the Premises,  exterior or interior,  without the
prior written consent of Landlord,  except for unattached movable fixtures which
may be installed without drilling,  cutting or otherwise  defacing,  damaging or
overloading  the  Premises;  provided,  however,  that  Tenant  may  anchor  (or
otherwise  secure to the  floor)  its  business  equipment  and  fencing,  which
equipment and fencing shall be removed by Tenant by the date of  termination  of
this lease,  and Tenant shall repair all damages caused by the  installation  or
removal thereof.  All alterations,  additions or improvements  erected by Tenant
shall be and remain  the  property  of Tenant  during the term of this lease and
Tenant  shall,  unless  Landlord  otherwise  elects  as  provided,   remove  all
alterations,  additions  or  improvements  erected  by Tenant  and  restore  the
Premises to their original condition,  reasonable wear and tear excepted, by the
date of termination of this lease; provided, however, that if Landlord so elects
prior to termination of this lease, such alterations, additions or improvements,
with the  exception  of Tenant's  business  equipment  discussed in the previous
sentence, shall become the property of Landlord as of the date of termination of
this lease.  Tenant may not use or  penetrate  the roof of the  Premises for any
purpose  whatsoever   without   Landlord's  prior  written  consent.   Any  roof
penetrations  and  exhaust  curbs  necessary  for the  ventilation  of  Tenant's
equipment  shall be performed  and/or  installed  by  Landlord's  contractor  of
choice,  at Tenant's sole expense.  All construction  work done by Tenant in the
Premises shall be performed in a good and workmanlike manner, in compliance with
all  governmental  requirements,  and at such  times and in such  manner as will
cause a minimum of interference with other construction in progress and with the
transaction  of business in the  building or buildings in which the Premises are
located.

     11.  SIGNAGE.  Tenant shall not install any signs  visible from outside the
Premises except with the prior written consent of Landlord.  Any permitted signs
shall be  maintained  in  compliance  with  applicable  governmental  rules  and
regulations  governing  such signs.  Tenant shall be responsible to Landlord for
any damage caused by the installation,  use or maintenance of said signs. Tenant
agrees,   upon  removal  of  said  signs,   to  repair  all  damage   (including
discoloration) incident thereto.

     12.  RIGHT  OF  ENTRY;  INSPECTION.  Landlord  and  Landlord's  agents  and
representatives  shall have the right,  upon twenty-four hours notice (except in
the case of  emergencies),  to enter and inspect the Premises at any  reasonable
time during business hours, to ascertain the condition of the Premises,  to make
such repairs as may be required or  permitted  to be made by Landlord  under the
terms of this  lease,  or to show the  Premises  to  prospective  purchasers  or
tenants for spaces other than the Premises,  or to show, during the last six (6)
months of the Demised Term, the Premises for re-leasing. Landlord shall have the
right to place or erect on the Premises a suitable sign  indicating the Premises
are  available for rent during the last six (6) months of the Demised Term. As a
condition to entry,  Landlord and Landlord's  agents and  representatives  shall
observe Tenant's reasonable  security and  confidentiality  rules, except in the
case of emergencies.

     Tenant shall  arrange to meet with  Landlord for a joint  inspection of the
Premises prior to vacating.  In the event of Tenant's failure to arrange a joint
inspection,  Landlord's  inspection at or after  Tenant's  vacating the Premises
shall be  conclusively  deemed  correct  for  purposes of  determining  Tenant's
responsibility for repairs and restoration.

     13.  UTILITIES.  Landlord agrees to provide at its cost water,  electricity
and telephone  service  connections into the Premises;  but Tenant shall pay for
all water,  gas, heat, light,  power,  telephone,  sewer,  sprinkler charges and
other  utilities and services  used in or from the  Premises,  together with any
taxes, penalties,  surcharges or the like pertaining thereto and any maintenance
charges for utilities and shall furnish all electric  light bulbs and tubes.  If
any such  services  are not  separately  metered to Tenant,  Tenant  shall pay a
reasonable  proportion as determined by Landlord of all charges  jointly metered
with other premises.  Landlord shall in no event be liable for any  interruption
or failure of utility services on the Premises.

     14. ASSIGNMENT AND SUBLETTING.

          A. Tenant shall not, directly or indirectly,  have the right to assign
this lease or to sublet the whole or any part of the Premises  without the prior
written consent of Landlord.  Consent to any assignment or sublease shall not be
deemed a waiver of the right of  Landlord  to  approve or  disapprove  a further
assignment  or   subletting.   Notwithstanding   any  permitted   assignment  or
subletting,  Tenant  shall at all times  remain  directly,  primarily  and fully
responsible  and liable for the  payment of the rent  herein  specified  and for
compliance  with all if its other  obligations  under the terms,  provisions and
covenants  of this  lease.  Upon the  occurrence  of an "event of  default",  as
hereinafter  defined,  if the Premises or any part thereof are then  assigned or
sublet, Landlord, in addition to any other remedies herein provided, or provided
by law, may at its option  


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collect  directly  from such  assignee or  subtenant  all rents  becoming due to
Tenant  under such  assignment  or sublease and apply such rent against any sums
due  to  Landlord  from  Tenant  hereunder,  and no  such  collection  shall  be
constructed  to  constitute  a novation  or a release of Tenant from the further
performance of Tenant's  obligations  hereunder.  For purposes of this Paragraph
14, each of the following events shall be deemed to be an assignment:

     (i)  if Tenant is a  partnership,  a dissolution  of the  partnership  or a
          change  in  ownership,  legal  or  beneficial,  of 50% or  more of the
          partnership interests,  whether by withdrawal or admission,  voluntary
          or by operation of law;

     (ii) if Tenant is a corporation,  the dissolution,  consolidation or merger
          of Tenant  (except a  consolidation  or merger in which  Tenant is the
          surviving  company) or the sale or transfer to a single  buyer of more
          than 50% of the voting stock of Tenant; or

     (iii)distribution  or sale of over 50% of the value of Tenant's assets (net
          of  undistributed   consideration  received)  excluding  the  sale  of
          inventory other than a bulk sale.

          B. In the event that Tenant assigns this lease or sublets the Premises
or any part thereof,  as permitted herein,  and at any time received rent and/or
other  consideration  which  exceeds  that  which  Tenant  would at that time be
obligated to pay Landlord, Tenant shall pay to Landlord 100% of the gross excess
in  such  rent  as such  rent  is  received  by  Tenant  and  100% of any  other
consideration  received by Tenant from such assignee or subtenant.  In addition,
should Landlord agree to an assignment or sublease agreement, Tenant will pay to
Landlord on demand a sum equal to all  Landlord's  costs,  including  reasonable
attorney's fees, incurred in connection with such assignment or transfer.  If an
assignment or  subletting  is approved,  tenant shall be entitled to deduct from
any  excess  proceeds  described  in  this  subparagraph  14.B.  its  reasonable
expenses,  including  attorneys  fees  and  leasing  commissions,   incurred  in
connection with such assignment of subletting.

     15. INSURANCE.

          A. Landlord  agrees to maintain  standard  fire and extended  coverage
insurance covering the building or buildings of which the Premises are a part in
an amount not less than 80% (or such greater  percentage  as may be necessary to
comply with the  provisions  of any  co-insurance  clauses of the policy) of the
"replacement  cost"  thereof  as such term is defined  in the  Replacement  Cost
Endorsement  to be  attached  thereto,  insuring  against  the  perils  of Fire,
Lightning  and  Extended  Coverage,  such  coverage  and  endorsements  to be as
defined,  provided and limited in the standard  bureau forms  prescribed  by the
insurance  regulatory authority for the State in which the Premises are situated
for use by  insurance  companies  admitted in such state for the writing of such
insurance on risks located within such state.  Subject to the provisions of this
Paragraph 15, such insurance shall be for the sole benefit of Landlord and under
its sole control.

     Notwithstanding  the foregoing,  the maximum amount  Landlord shall pay for
such  insurance  coverage  shall be $.05 per square foot of the Premises for any
one-year period and, if the cost of the insurance  coverage exceeds this amount,
the Tenant shall pay to Landlord  such excess.  Said  payments  shall be made to
Landlord  within  thirty (30) days after  presentation  to Tenant of  Landlord's
statement  setting forth the amount due. Any payment to be made pursuant to this
subparagraph  15.A.  shall be prorated for any portion of the Demised Term which
is not a full premium period under said insurance policy.

          B. Tenant shall,  throughout  the term of this lease,  at its cost and
expense,  provide and keep in force a  comprehensive  general  public  liability
insurance  policy in the amount of not less than  $1,000,000.00  with respect to
injury or death to any one person, $3,000,000.00 with respect to injury or death
of number of persons and  $500,000.00  with  respect to fire damage of property.
Tenant shall be solely  responsible  for keeping  insured,  to the extent Tenant
elects, its own personal property located on the Premises.

     All  insurance  provided by Tenant as required by this  subparagraph  15.B.
shall name, as additional insured, Landlord and any mortgagees or deed to secure
debt holders of the Premises,  and be carried by such responsible  companies and
in such form satisfactory to Landlord.

     Tenant agrees to deliver to Landlord on or before the Commencement Date the
original policy of insurance  required by this subparagraph 15.B. or certificate
thereof and  evidence of payment of premium.  At least thirty (30) days prior to
the  expiration  of each such policy,  Tenant shall  deliver to Landlord the new
original policy or certificate for renewal  insurance and evidence of payment of
premium.

     Tenant  shall not violate or  knowingly  permit to be  violated  any of the
conditions or provisions of any policy required by this subparagraph 15.B.


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     Each insurance policy (including renewal insurance) or certificates thereof
issued by the insurer shall contain an agreement by the insurer that such policy
shall not be cancelled without at least thirty (30) days prior written notice to
Landlord,  and in no event shall such  policies be cancelled  by Tenant  without
Landlord's prior written consent.

          C.  Tenant  and  Landlord  shall  cooperate  in  connection  with  the
collection of any insurance monies that may be due in the event of loss.  Tenant
and Landlord shall execute and deliver such proofs or loss and other instruments
which may be required  for the  purpose of  obtaining  the  recovery of any such
insurance monies.

          D. Any insurance  provided for in this Paragraph 15 may be effected by
a policy or policies of blanket insurance; provided, however, that the amount of
the total  insurance  allocated to the  Premises  shall be such as to furnish in
protection  the equivalent of separate  policies in the amount herein  required,
and  provided  further that in all other  respects,  any such policy or policies
shall comply with the other  provisions of this lease. In any such case it shall
not be necessary to deliver the original of any such blanket policy,  but rather
a certified duplicate as such policy or certificate thereof.

     16. DAMAGE OR DESTRUCTION; SUBROGATION.

          A. If the Premises should be damaged or destroyed by fire,  tornado or
other casualty, Tenant shall give immediate written notice thereof to Landlord.

          B. If the Premises  should be totally  destroyed  by fire,  tornado or
other  casualty,  or if they should be so damaged  thereby  that  rebuilding  or
repairs cannot,  in Landlord's  reasonable  estimation,  be completed within one
hundred  fifty  (150) days after the date upon which  Landlord  is  notified  by
Tenant of such damage,  this lease shall  terminate and the rent shall be abated
during the  unexpired  portion  of this  lease,  effective  upon the date of the
occurrence of such damage.

          C. If 50% or more of the gross square footage of the building in which
the  Premises  are  located is damaged or  destroyed  by any peril or  casualty,
Landlord shall have the right to terminate this Lease. Subject to the foregoing,
if the  Premises  should be damaged  or  destroyed  by any peril  covered by the
insurance to be provided by Landlord under  subparagraph  15.A., but only to the
extent that  rebuilding  or repairs can in  Landlord's  estimation  be completed
within one hundred  fifty  (150) days after the date upon which the  Landlord is
notified by Tenant of such damage, this lease shall not terminate,  and Landlord
shall at its sole cost and expense thereupon  proceed with reasonable  diligence
to rebuild and repair such  buildings to  substantially  the  condition in which
they existed prior to such damage, except that Landlord shall not be required to
rebuild,  repair or replace any part of the partitions,  fixtures,  addition and
other  improvements  which may have been placed in, on or about the  Premises by
Tenant.  If the Premises are  untenantable  in whole or in part  following  such
damage,  the  rent  payable  hereunder  during  the  period  in  which  they are
untenantable shall be reduced to such extent as may be fair and reasonable under
all of the  circumstances.  In the event that  Landlord  should fail to complete
such repairs and  rebuilding  within one hundred fifty (150) days after the date
upon which  Landlord  is notified  by Tenant of such  damage,  Tenant may at its
option  terminate  this lease by delivering  written  notice of  termination  to
Landlord as Tenant's  exclusive  remedy,  whereupon  all rights and  obligations
hereunder shall cease and terminate,  except as otherwise  provided in Paragraph
30.H.

          D. Notwithstanding  anything herein to the contrary,  in the event the
holder of any indebtedness secured by a mortgage or deed to secure debt covering
the  Premises   requires  that  the  insurance   proceeds  be  applied  to  such
indebtedness,  then  Landlord  shall have the right to  terminate  this lease by
delivering  written  notice of  termination  to Tenant within  fifteen (15) days
after such  requirement  is made by any such  holder,  whereupon  all rights and
obligations hereunder shall cease and terminate, except as otherwise provided in
Paragraph 30.H.

          E. Each of Landlord and Tenant hereby releases the other from any loss
or damage to  property  caused by fire or any other  perils  insured  through or
under them by way of subrogation or otherwise for any loss or damage to property
caused by fire or any other  perils  insured in policies of  insurance  covering
such  property,  even if such loss or damage shall have been caused by the fault
or  negligence  of the  other  party,  or  anyone  for whom  such  party  may be
responsible.  Each of the  Landlord  and Tenant  agrees that it will request its
insurance  carriers to include in its  policies a clause or  endorsement  to the
effect that any such release shall not adversely  affect or impair said policies
or prejudice the right of the releasor to recover thereunder.

     17.  LIABILITY.  Landlord  shall  not  be  liable  to  Tenant  or  Tenant's
employees,  agents,  invitees,  patrons  or  visitors,  or to any  other  person
whomsoever,  for any  injury to person or damage to  property  on the  Premises,
resulting  from and/or caused in part or whole by, the  negligence or misconduct
of Tenant, its employees, agents, invitees, patrons or visitors, or of any other
person entering upon the Premises,  or caused by the buildings and  improvements
located on the Premises  becoming  out of repair,  use,  generation,  storage or
disposal of toxic or  hazardous  materials or  substances  on the  premises,  or
caused by leakage of gas, oil, water or steam or by  electricity  emanating from
the Premises,  and Tenant hereby  covenants and agrees that it will at all times
indemnify and hold safe and harmless the Landlord (including without limitation,
the trustee and  


                                      102
<PAGE>

beneficiaries if Landlord is a trust),  Landlord's agents and employees from any
loss, liability,  claims, suits, costs, expenses,  including without limitation,
attorney's  fees and  damages,  both real and  alleged,  arising out of any such
damage or injury,  except  injury to persons or damage to property to the extent
caused by the  negligence  of  Landlord or the failure of Landlord to repair any
part of the  Premises  which  Landlord  is  obligated  to  repair  and  maintain
hereunder  within a  reasonable  time after the  receipt of written  notice from
Tenant of needed repairs.

     18. CONDEMNATION.

          A. If 50% or more of the gross square footage of the building in which
the Premises are located  should be taken for public or  quasi-public  use under
governmental  law,  ordinance or  regulation by right of eminent  domain,  or by
private  purchase in lieu  thereof,  Landlord  shall have the right to terminate
this  lease and the rent  shall be abated  effective  on the date of  Landlord's
election to so terminate.  Additionally, if the whole or any substantial part of
the  Premises  should  be  taken  for  any  public  or  quasi-public  use  under
governmental law, ordinance or regulation,  or by right of eminent domain, or by
private  purchase in lieu  thereof and the taking  would  prevent or  materially
interfere  with the use of the Premises for the purpose for which that are being
used,  this  lease  shall  terminate  and the rent  shall be abated  during  the
unexpired portion of this lease, effective on the date of the physical taking of
the Premises.

          B.  If  part  of the  Premises  shall  be  taken  for  any  public  or
quasi-public  use under any  governmental  law,  ordinance or regulation,  or by
right of eminent domain, or by private purchase in lieu thereof,  and this lease
in not  terminated  as  provided  in  subparagraph  18A.,  this lease  shall not
terminate but the rent payable  hereunder  during the unexpired  portion of this
lease shall be reduced to such extent as may be fair and reasonable under all of
the circumstances.

          C. In the  event  of any  such  taking  or  private  purchase  in lieu
thereof,  Landlord  and Tenant shall each be entitled to receive and retain such
separate  awards and/or  portion of lump sum awards as may be allocated to their
respective interests in any condemnation proceedings.

     19. HOLDING OVER.  Tenant shall,  at the termination of this lease by lapse
of time or otherwise,  deliver immediate possession of the Premises to Landlord.
If Landlord  agrees in writing that Tenant may hold over after the expiration or
termination of this lease,  unless the parties hereto otherwise agree in writing
on the terms of such holding  over,  the hold over  tenancy  shall be subject to
termination  by  Landlord  at any time upon not less than five (5) days  advance
written  notice,  or by Tenant at any time upon not less than  thirty  (30) days
advance written notice,  and all of the other terms and provisions of this lease
shall be  applicable  during that period,  except that Tenant shall pay Landlord
from time to time, upon demand,  as rental for the period of any such hold over,
an  amount  equal to two  hundred  percent  (200%)  of the rent in effect on the
termination  date,  computed  on a daily  basis  for each  day of the hold  over
period.  No holding over by Tenant,  whether with or without consent of Landlord
shall operate to extend this lease except as otherwise expressly  provided.  The
preceding provisions of this Paragraph 19 shall not be constructed as Landlord's
consent for Tenant to hold over.

     20. QUIET  ENJOYMENT.  Landlord  represents  and warrants  that it has full
right and  authority to enter into this lease and that  Tenant,  upon paying the
rental herein set forth and performing its other covenants and agreements herein
set forth, shall peaceably and quietly have, hold and enjoy the Premises for the
term hereof, subject to the terms and provisions of this lease.

     21. EVENTS OF DEFAULT.  The following  events shall each be deemed to be an
event of default by Tenant under this lease:

          A.  Tenant  shall  fail  to pay any  installment  of the  rent  herein
required when due, or any payment with respect to taxes  hereunder  when due, or
any other payment or  reimbursement  to Landlord  required  herein when due, and
such failure shall  continue for a period of five (5) days after written  notice
of non-payment.

          B. Tenant shall become insolvent,  or shall make a transfer to defraud
creditors, or shall make an assignment for the benefit of creditors.

          C.  Tenant  shall file a petition  under any section or chapter of the
National  Bankruptcy Act, as amended, or under any similar law or statute of the
United  States or any State  thereof,  or Tenant  shall be adjudged  bankrupt or
insolvent in proceedings filed against Tenant thereunder.

          D. A receiver or trustee shall be appointed  for all or  substantially
all of the assets of Tenant.

          E.  Tenant  shall  desert or abandon  any  substantial  portion of the
Premises.


                                      103
<PAGE>

          F. Tenant shall fail to comply with any term, provision or covenant of
this lease (other than as set forth in clauses A.  through E. in this  Paragraph
21),  and shall not cure such  failure  within  thirty  (30) days after  written
notice thereof to Tenant.

     22. REMEDIES. Upon the occurrence of any of the events of default described
in Paragraph 21 hereof, Landlord shall have the option to pursue any one or more
of the following remedies without notice or demand whatsoever:

          A.  Terminate  this  lease in which  event  Tenant  shall  immediately
surrender the Premises to Landlord,  and if Tenant fails so to do, Landlord may,
without  prejudice  to any  other  remedy  which it may have for  possession  or
arrearage in rent,  enter upon and take  possession of the Premises and expel or
remove Tenant and any other person who may be occupying the Premises or any part
thereof,  by force if necessary (to the extent permitted by law),  without being
liable for  prosecution or any claim of damages  therefor,  and Tenant agrees to
pay to Landlord on demand the amount of all loss and damages which  Landlord may
suffer by reason of such  termination,  whether  through  inability to relet the
Premises on satisfactory terms or otherwise.

          B. Enter upon and take  possession of the Premises and expel or remove
Tenant  and any other  person  who may be  occupying  the  Premises  or any part
thereof,  by force if necessary (to the extent permitted by law),  without being
liable for prosecution or any claim for damages thereof,  and relet the Premises
and  receive  the rent  therefor;  and Tenant  agrees to pay to the  Landlord on
demand any deficiency that may arise by reason of such  reletting.  In the event
Landlord is  successful  in reletting the Premises at a rental in excess of that
agreed to be paid by Tenant  pursuant to the terms of this lease,  Landlord  and
Tenant  each  mutually  agree  that  Tenant  shall  not be  entitled,  under any
circumstances,  to such excess rental, and Tenant does hereby specifically waive
any claim to such excess rental.

          C.  Enter  upon the  Premises,  by force if  necessary  (to the extent
permitted by law), without being liable for prosecution or any claim for damages
therefor,  and do  whatever  Tenant is  obligated  to do under the terms of this
lease; and Tenant agrees to reimburse  Landlord on demand for any expenses which
Landlord may incur in thus effecting  compliance with Tenant's obligations under
this lease,  and Tenant further agrees that Landlord shall not be liable for any
damages  resulting  to the  Tenant  from  such  action,  whether  caused  by the
negligence of Landlord or otherwise.

          D. Landlord  shall have all other rights and remedies  provided by law
or in equity.

     In the event Tenant fails to pay any  installment of rent hereunder  within
ten (10) days after such  installment is due, to help defray the additional cost
to Landlord for processing  such late  payments,  Tenant shall pay to Landlord a
late charge in an amount equal to three  percent (3%) of such  installment;  and
the failure to pay such amount within ten (10) days shall be an event of default
hereunder.  The  provision  for such late  charge  shall be in  addition  to all
Landlord's  other  rights  and  remedies  hereunder  or at law and  shall not be
construed  as  liquidated  damages or as  limiting  Landlord's  remedies  in any
manner.

     Pursuit of any of the foregoing  remedies shall not preclude pursuit of any
of the other remedies herein provided or any other remedies provided by law, nor
shall pursuit of any remedy herein provided constitute a forfeiture or waiver of
any rent due to Landlord hereunder or any damages accruing to Landlord by reason
of the violation of any of the terms, provisions and covenants herein contained.
No act or thing done by the Landlord or its agents during the Demised Term shall
be deemed a  termination  of this lease or an acceptance of the surrender of the
Premises,  and no agreement to terminate this lease or accept a surrender of the
Premises  shall be valid  unless in  writing  signed by  Landlord.  No waiver by
Landlord  of any  violation  or  breach  of any of  the  terms,  provisions  and
covenants  herein  contained shall be deemed or construed to constitute a waiver
of any other  violation or breach of any of the terms,  provisions and covenants
herein  contained.  Landlord's  acceptance  of the  payment  of  rental or other
payments  hereunder  after the  occurrence  of an event of default  shall not be
construed as a waiver of such  default,  unless  Landlord so notifies  Tenant in
writing.  Forbearance by Landlord to enforce one or more of the remedies  herein
provided upon an event of default shall not be deemed or construed to constitute
a waiver of such  default or of  Landlord's  right to enforce any such  remedies
with respect to such default or any  subsequent  default.  If, on account of any
breach  or  default  by  Tenant  in  Tenant's  obligations  under  the terms and
conditions of this lease, it shall become  necessary or appropriate for Landlord
to employ or consult with an attorney  concerning or to enforce or defend any of
Landlord's  rights or remedies  hereunder,  Tenant agrees to pay any  reasonable
attorney's fees so incurred.

     Tenant  agrees to indemnify  and hold  Landlord  harmless  from any and all
losses,  costs,  expenses  (including,  without  limitation,  attorney's  fees),
liabilities,  causes of action, suits, claims, and damages arising out of, or in
connection  with any  violation  or breach of, or failure of Tenant to fully and
completely observe,  satisfy,  perform and comply with, the terms and conditions
of this lease.

     23. [deleted]


                                      104
<PAGE>

     24. MORTGAGES AND GROUND LEASES.

          A. Tenant  hereby  agrees and accepts  that this lease is and shall be
subject  and  subordinate  to  any  mortgage(s)  and/or  deeds  to  secure  debt
(collectively  referred  to  as  the  "Mortgage")  now  or  any  time  hereafter
constituting  a lien or charge upon the  Premises or the  improvements  situated
thereon;  provided,  however,  that if the holder of any such Mortgage elects to
have Tenant's  interest in this lease superior to any such  instrument,  then by
notice to Tenant from such holder,  this lease shall be deemed  superior to such
lien,  whether this lease was  executed  before or after said  Mortgage.  Tenant
shall at any time hereafter on demand execute any instruments, releases or other
documents which may be required by the holder of the Mortgage for the purpose of
subjecting and subordinating this lease to the lien of any such Mortgage.

     If, in connection with obtaining financing or refinancing for the Premises,
or a sale of the  Premises,  any lender or purchaser  shall  request  reasonable
modifications in this lease as a condition to such financing or purchase, Tenant
will not unreasonably  withhold or delay or defer its consent thereto,  provided
that such  modifications  do not increase the obligations of Tenant hereunder or
materially and adversely affect Tenant's rights hereunder.

          B. Tenant  hereby  further  agrees and accepts  that this lease is and
shall  be  subject  and  subordinate  to any  ground  lease  now or at any  time
hereafter  affecting the Premises.  Tenant shall at any time hereafter on demand
execute any  instruments,  releases or other  documents which may be required by
the ground lessor of any ground lease  affecting the Premises for the purpose of
subjecting and subordinating this lease to any such ground lease.

     In the event any ground  lessor of a ground  lease  affecting  the Premises
requests  reasonable  modifications in this lease,  Tenant will not unreasonably
withhold or delay or defer its consent thereto, provided that such modifications
do not increase the obligations of Tenant  hereunder or materially and adversely
affect Tenant's rights hereunder.

     25. MECHANIC'S LIENS.  Tenant shall have no authority,  express or implied,
to create or place any lien or encumbrance  of any kind or nature  whatever upon
or in any matter to bind,  the interest of Landlord in the Premises or to charge
the rental  payable  hereunder for any claim in favor of any person dealing with
Tenant,  including  those who may  furnish  materials  or perform  labor for any
construction  or  repairs  and each such claim  shall  affect and each such lien
shall attach to, if at all,  only the  leasehold  interest  granted to Tenant by
this  instrument.  Tenant  covenants  and agrees that it will pay or cause to be
paid all sums legally due and payable by it on account of any labor performed or
materials  furnished in  connection  with any work  performed on the Premises on
which any lien is or can be validly and legally  asserted  against its leasehold
interest in the Premises or the  improvements  thereon and that it will save and
hold  Landlord  harmless  from any and all  loss,  cost or  expense  based on or
arising out of asserted claims or liens against the leasehold  estate or against
the right, title and interest of the Landlord in the Premises or under the terms
of the lease.

     26. NOTICES. Any notice, demands, payments or other communications required
or  permitted  to be  delivered  under  this  lease  shall be given by  personal
delivery or by deposit in the United States Mail, postage prepaid,  Certified or
Registered Mail, addressed to the parties hereto at the respective addresses set
out  below,  or at such  other  address as they have  theretofore  specified  by
written notice delivered in accordance herewith:

LANDLORD:                                 TENANT (After Commencement):          

McDonald Windward Partners II, L.L.C.     Technology Service Group, Inc.        
3715 Northside Parkway,                   1075 Windward Ridge Parkway, Suite 100
 Bldg 300, Suite 650                      Alpharetta, GA 30202                  
Atlanta, GA 30327                         Attn: President
Attn:  John R. McDonald
                                          TENANT (Prior to Commencement):
                                          Technology Service Group, Inc.
                                          20 Mansell Court East, Suite 200
                                          Roswell, GA 30076
                                          Attn: President
With copy to:     
                  
Roger M. Barzun   
P.O. Box 767      
Concord, MA 07142 

All notices  shall be deemed  given upon  personal  delivery  or deposit  with a
courier  service that provides  next-business-day  service,  except as otherwise
specifically  provided  in this lease and except as to the  payments  of rent to
Landlord which shall be effective upon receipt by Landlord.

     If  and  when  included  within  the  term  "Landlord",  as  used  in  this
instrument,  there  are more than one  person,  firm or  corporation,  all shall
jointly  arrange  among  themselves  for their joint  execution of such a notice
specifying some  individual at some specific  address for the receipt of notices
and payments to Landlord; if and when included within the term "Tenant", as 


                                      105
<PAGE>

used in this  instrument,  there are more than one person,  firm or corporation,
all shall jointly  arrange among  themselves for their joint execution of such a
notice   specifying  some  individual  at  some  specific   address  within  the
continental United States for the receipt of notices and payments to Tenant. All
parties within the terms "Landlord" and "Tenant",  respectively,  shall be bound
by notices given accordance with the provisions of this Paragraph 26 to the same
effect as if each had received such notice.

     27.  RESTRICTIVE  COVENANTS.  Tenant  acknowledges that this lease shall be
subject and subordinate at all times to the Declaration of Easements,  recorded,
or to be  recorded,  in  Forsyth  County,  Georgia  Records,  as the same may be
amended from time to time (hereinafter referred to as the "Declaration"),  which
affects  the  Premises.  Tenant  agrees  to  comply  with all of the  terms  and
provisions of the Declaration,  and not suffer or cause any act by Tenant or any
of its  employees,  agents or  invitees,  which would  violate the  Declaration;
provided,  however,  that Landlord  warrants that Tenant's  permitted use of the
Premises does not violate the Declaration.

     28. REAL ESTATE BROKER.  Tenant represents and warrants that the Tenant has
dealt with no broker,  agent or finder in connection  with this lease other than
Brannen Goddard Company, which broker is acting on behalf of Tenant and shall be
paid a commission by Landlord pursuant to a separate  agreement,  and insofar as
the Tenant knows, no other brokers,  agent or finder negotiated this lease or is
entitled to any  commission  or fee in  connection  herewith.  Tenant  agrees to
indemnify,  defend and hold  Landlord  free and  harmless  from and  against all
claims  for  broker's  or agent's  commissions  or  finder's  fees by any person
claiming to have been retained by Tenant in connection with this transaction, or
any other losses,  costs,  expenses (including,  without limitation,  attorney's
fees),  liabilities,  damages,  causes of  actions or suits  arising  out of the
alleged employment or use of a broker, agent or finder by Tenant.

     29.  LIMITATIONS  AND  LANDLORD'S  LIABILITY.  Any liability for damages or
breach or  nonperformance  by Landlord,  or arising out of the subject matter of
this  lease or the  relationship  created  hereby,  shall  be  limited  to,  and
collectible  only out of,  Landlord's  interest in the  Premises and no personal
liability is assumed by, or shall at any time be asserted  against,  Landlord or
its  affiliated  corporations,  its and their  partners,  venturers,  directors,
shareholders,  officers,  agents, servants and employees, or any of its or their
successors or assigns;  all such liability,  if any, being expressly  waived and
released by Tenant. If Landlord,  in violation of the terms of this lease or the
provisions  of law,  withholds,  denies or delays any  consent  which  Tenant is
required to obtain hereunder, Tenant may seek specific performance but shall not
be entitled to damages therefor.  Landlord's review, supervision,  commenting on
or  approval  of any  aspect of work to be done by or for  Tenant is solely  for
Landlord's  protection and, except as expressly provided,  creates no warranties
or duties to Tenant or to third parties.

     30. MISCELLANEOUS.

          A. Words of any gender used in this lease shall be held and  construed
to include any other gender,  and words in the singular  number shall be held to
include the plural, unless the context otherwise requires.

          B. The terms,  provisions  and covenants and  conditions  contained in
this lease shall apply to,  inure to the  benefit of, and be binding  upon,  the
parties  hereto  and  upon  their  respective  heirs,   legal   representatives,
successors and permitted assigns, except as otherwise herein expressly provided.
Landlord shall have the right to assign any of its rights and obligations  under
this lease.

          C. Each party agrees to furnish to the other  promptly upon demand,  a
corporate  resolution,   proof  of  due  authorization  by  partners,  or  other
appropriate  documentation  evidencing  the due  authorization  of such party to
enter into this lease.

          D. The captions inserted in this lease are for convenience only and in
no way define, limit or otherwise describe the scope or intent of this lease, or
any provision hereof, or in any way affect the interpretation of this lease.

          E. Time is of the essence of this lease.

          F. Tenant  agrees from time to time within ten (10) days after request
of  Landlord,  to deliver to  Landlord,  or  Landlord's  designee,  an  estoppel
certificate  stating whether this lease is in full force and effect, the date to
which  rent has been  paid,  the  unexpired  term of this  lease and such  other
matters pertaining to this lease as may reasonably be requested by Landlord.  It
is  understood  and agreed that  Tenant's  obligation  to furnish such  estoppel
certificates  in a  timely  fashion  is a  material  inducement  for  Landlord's
execution of this lease.

          G. This lease may not be  altered,  changed  or  amended  except by an
instrument in writing signed by both parties hereto.


                                      106
<PAGE>

          H.  All  obligations  of  Tenant  and  Landlord  hereunder  not  fully
performed as of the expiration or earlier  termination of the Demised Term shall
survive the  expiration or earlier  termination  of the Demised Term,  including
without limitation,  all payment obligations with respect to taxes and insurance
and  all  obligations  concerning  the  condition  of  the  Premises.  Upon  the
expiration  or earlier  termination  of the  Demised  Term,  and prior to Tenant
vacating  the  Premises,  Tenant  shall pay to  Landlord  any amount  reasonably
estimated  by Landlord  as  necessary  to put the  Premises,  including  without
limitation,  all heating and air conditioning  systems and equipment therein, in
good  condition and repair.  Tenant shall also,  prior to vacating the Premises,
pay to Landlord the amount,  as estimated  by Landlord,  of Tenant's  obligation
hereunder for real estate taxes and insurance premiums for the year in which the
lease expires or terminates. All such amounts shall be used and held by Landlord
for payment of such  obligations of Tenant  hereunder,  with Tenant being liable
for any additional  costs therefor upon demand by Landlord,  or being liable for
any additional costs therefor upon demand by Landlord,  or with any excess to be
returned  to  Tenant  after  all  such  obligations  have  been  determined  and
satisfied,  as the case may be. Any security  deposit held by Landlord  shall be
credited against the amount payable by Tenant under this Paragraph 30.H.

          I. If any clause,  sentence,  paragraph  or provision of this lease is
illegal,  invalid or unenforceable under present or future laws effective during
the term of this  lease,  then  and in that  event  it is the  intention  of the
parties  hereto that the remainder of this lease shall not be affected  thereby,
and it is also the  intention  of the parties to this lease that in lieu of each
clause, sentence,  paragraph or provision of this lease that is illegal, invalid
or  unenforceable,  there be added as a part of this  lease  contract  a clause,
sentence, paragraph or provision as similar in terms to such illegal, invalid or
unenforceable  clause or provision  as may be possible  and be legal,  valid and
enforceable.

          J. Provided Landlord is the prevailing party, Tenant agrees to pay any
and all  attorneys'  fees and expenses  Landlord  incurs in enforcing any of the
obligations of Tenant under this lease. Provided Tenant is the prevailing party,
Landlord agrees to pay any and all attorneys' fees and expenses Tenant incurs in
enforcing any of the obligations of Landlord under this lease.

          K. This lease shall  create the  relationship  of Landlord  and tenant
between  Landlord and Tenant;  no estate shall pass out of Landlord;  Tenant has
only a usufruct, not subject to levy and sale.

          L. Neither this lease, nor any memorandum,  affidavit or other writing
with respect  thereto,  shall be recorded by Tenant or by anyone acting through,
under or on behalf of Tenant,  and the  recording  thereof in  violation of this
provision shall make this lease voidable at Landlord's election.

          M. Because the Premises are on the open market and are presently being
shown,  this lease shall be treated as an offer with the Premises  being subject
to prior  lease and such  offer  subject  to  withdrawal  or  non-acceptance  by
Landlord or to other use of the Premises  without  notice,  and this lease shall
not be valid or binding  unless and until  accepted by Landlord in writing and a
fully executed copy delivered to both parties hereto.

          N. All  references  in this  lease to "the  date  hereof"  or  similar
references shall be deemed to refer to the last date, in point of time, on which
all parties hereto have executed this lease.

          O. This lease may be executed in counterparts,  each of which shall be
deemed an  original,  and all of which shall  constitute  one and the same lease
agreement.

     31. MONUMENT  SIGNAGE.  Tenant is authorized to erect, at its sole cost and
expense, a monument sign identifying the Premises;  provided, however, that such
a sign must be: (a)  compatible  with the  architectural  standards  of Windward
Ridge,  (b) in  compliance  with Windward  sign  standards,  and (c) approved in
advance by  Landlord.  Tenant  shall  submit  plans to Landlord  specifying  the
design,  materials,  and  location  of  such a sign,  and  upon  Landlord's  and
Windward's  written  approval  of the  plans,  Tenant  shall  erect  the sign in
accordance with the approved plans.

     32. RENEWAL  OPTION.  Tenant is hereby granted the option to renew the term
of this lease for a period of five (5) years (the "Renewal Term") in addition to
the initial Demised Term, provided that Tenant shall not be in default hereunder
at the time of exercise of such option or at the expiration of the Demised Term.
Such option shall be exercised by giving  Landlord  written  notice  thereof not
later  than one  hundred  eighty  (180) days prior to the date on which the term
would otherwise expire. All of the terms, covenants,  conditions, and provisions
hereof,  with the exception of this Paragraph 32, shall remain in full force and
effect during the Renewal Term;  provided,  however,  that the Base Rent payable
under  Paragraph 3 hereof shall increase  during the Renewal Term by 115% of the
Base Rent in effect at the expiration of the initial Demised Term.


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<PAGE>

     33.  LANDLORD'S  IMPROVEMENTS.  Landlord's  responsibility  for the cost of
constructing the improvements to the Premises described on Exhibit "B" shall not
exceed the sum of $300,250.00,  and Landlord's obligation for space planning and
construction drawings for Tenant shall not exceed $7,500.00. Any costs in excess
of these  amounts,  in addition to the cost of work  outside of the scope of the
plans  and   specifications   described  on  Exhibit  "B",  shall  be  the  sole
responsibility of Tenant.  Any modifications to the plans and  specifications on
Exhibit "B" (last revised November 6, 1996) must be approved by Landlord,  which
approval shall not be unreasonably withheld.

     EXECUTED BY LANDLORD, this 12th day of November, 1996.

                                   McDONALD WINDWARD PARTNERS II, L.L.C.,
                                   a Georgia limited liability company

                                   By:_______________________________________

                                   Title:____________________________________

     EXECUTED BY TENANT, this 12th day of November, 1996.

                                   TECHNOLOGY SERVICE GROUP, INC.,
                                   a Delaware corporation

                                   By:________________________________________

                                   Title:_____________________________________

                                   By:________________________________________

                                   Title:_____________________________________


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