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                                                                  EXHIBIT 10(hh)





                            FORMER REYNOLDS BUILDING

                             1439 Peachtree Street,
                                Atlanta, Georgia


                 THIS LEASE, made this ____ day of ____________, 1996, by and
between CMS PEACHTREE, L.P., a Delaware limited partnership (hereinafter
referred to as "Lessor" or "Landlord"), and MINDSPRING ENTERPRISES, INC.
(hereinafter referred to as "Lessee" or "Tenant").

                                  WITNESSETH:

I.               PREMISES

                 Lessor, for and in consideration of rents, covenants,
                 agreements, and stipulations hereinafter set forth, to be
                 paid, kept and performed by Lessee, has leased and rented, and
                 does hereby lease and rent, unto Lessee, and Lessee hereby
                 agrees to lease and take upon the terms and conditions
                 hereinafter set forth, 39,740 square feet of OFFICE AREA space
                 (hereinafter referred to as the "Premises"), the location of
                 which is 1439 Peachtree Street, Atlanta, GA 30309 known as the
                 Reynolds Building (hereinafter referred to as the "Building").
                 No easement for light or air is included in the Premises.

                 "Office Area" of the Premises means the total gross area of
                 the Building including common areas, elevators and storage
                 areas. The premises shall also include the entire deck parking
                 garage area located adjacent to the Building, and the parking
                 lot located at 1429 Peachtree Street subject to the Parking
                 Lot Option set forth in Paragraph XXXII of this Lease.

II.              TERM

                 The term of this Lease shall begin on January 1st, 1997 and
                 shall end at midnight on March 31st, 2002, unless sooner
                 terminated as hereinafter provided.

III.             RENTAL

                 Lessee shall pay to Lessor at 3475 Lenox Road, Suite 470,
                 Atlanta, GA 30326 or at such other place or to such other
                 person or persons as Lessor may from time to time designate in
                 writing, without demand, deduction or setoff, an initial base
                 monthly rental of $20.697.92 (such amount to be adjusted from
                 time to time as set out herein and in Paragraphs and IX and X)
                 payable in advance on the first day of each calendar month
                 during the term of this Lease; provided, however, that if the
                 term hereof begins or ends on other that the first day of a
                 calendar month, then the monthly rental for such month shall
                 be prorated on a daily basis. All installments
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                 of rent not paid within thirty (30) days of the due date shall
                 bear interest at the rate of one and one-half percent (1 1/2%)
                 per month from the original due date, or the maximum rate
                 permitted by law, whichever is lower.  Additionally, all rent
                 paid after the fifth calendar day of the month shall be
                 subject to a late fee of 5% of the amount due, as additional
                 rent to compensate Landlord for the additional handling and
                 collection efforts and expenses. Checks are accepted subject
                 to collection.

IV.              USE

                 The Premises shall be used for general office use and related
                 purposes only. The Premises shall not be used for any illegal
                 purpose, nor in violation of regulation of any governmental
                 body, nor in any manner to create any nuisance or trespass, to
                 vitiate the insurance or increase the rate of insurance on the
                 Premises or the Building, or which would overload the floor of
                 the Premises.

V.               ABANDONMENT

                 Lessee shall not abandon or vacate the Premises during the
                 term of this Lease, and agrees to use the Premises for the
                 purposes herein leased until the expiration of the term
                 hereof.

VI.              LESSEE'S ACCEPTANCE:

                 Subject to completion of the Landlord's Work in accordance to
                 Paragraph XXXII, on the Delivery Date, Lessee shall accept
                 Premises "as is" in their present condition and as suited for
                 the use intended by Lessee. Except for the Landlord's Work,
                 Lessor shall not be required to make any repairs or
                 improvements to Premises, except structural repairs necessary
                 for safety and tenability.

VII.             REPAIRS

                 Lessor agrees to keep in good repair or to act promptly to
                 make repairs to the roof, foundations, and exterior walls of
                 the Premises and underground utility and sewer pipes outside
                 the exterior walls of the building, except repairs rendered
                 necessary by the negligence of Lessee, its agents, employees,
                 or invitees. Lessor firrther agrees to maintain the Building,
                 the grounds and the parking areas in a condition generally
                 comparable to other buildings in the area of similar quality
                 and rental rate.

                 Lessee shall commit no act of waste and shall take good care
                 of the Premises and the fixtures and appurtenances therein,
                 and shall, in the use and occupancy of the Premises, conform
                 to all lawftil orders, regulations, ordinances, and laws
                 issued by any duly constituted governmental body or agency.
                 Lessor shall make all necessary repairs to the Premises,
                 except fbr repairs rendered necessary by the





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                 negligence or action of Lessee, its agents, employees, or
                 invitees, or by failure of Lessee to perform its obligations
                 under this Lease. Lessor shall be under no obligation to
                 inspect the Premises. Lessee shall promptly report in writing
                 to Lessor any defective condition know to Lessee which Lessor
                 is required to repair hereunder, and failure to so report any
                 such defective condition shall make Lessee responsible to
                 Lessor for any liability incurred by Lessor by reason of any
                 such defect. Except for negligence or action of Lessor, all
                 personal property upon the Premises shall be at the risk of
                 Lessee only, and Lessor shall not be liable for any darnage to
                 the Premises, to Lessee or to the property of Lessee arising
                 from bursting or leaking of air, gas, water or steam pipes, or
                 from the negligence of cotenants, other occupants of the
                 Building or any other person; and Lessor shall in no way be
                 held responsible to Lessee for any loss, however occurring, or
                 for any damages therefor, except for damage resulting from
                 negligence of Lessor.

                 All systems and machinery throughout the property shall be in
                 good working order. One passenger elevator and one service
                 elevator shall be provided in service for the Tenant's use.

VIII.            ENTRY

                 Lessor may enter the Premises at reasonable hours to exhibit
                 the same to prospective purchasers, lenders, insurers, their
                 agents, inspectors or representatives, or tenants, to inspect
                 and examine the same, to make such repairs, additions,
                 alterations and improvements as Lessor desires to make to the
                 Building or the Premises, and to remove anything from the
                 Premises which does not conform to this Lease or any rules and
                 regulations of the Building.  Lessor shall also have the right
                 of entry into the Premises at reasonable hours to perform
                 other necessary work; provided, however, that Lessor will be
                 responsible for any damages to person or property caused by
                 such work, and provided ftirther that, except for emergencies,
                 such work shall not be performed during Lessee's normal office
                 hours.

IX.              EXCESS OPERATING EXPENSES AND TAXES

                 Effective upon the Delivery Date of the Premises, Tenant shall
                 also pay an additional monthly rental, its proportionate part
                 of any annual increases in taxes and operating expenses of the
                 real estate and improvements (herein "Operating Expenses") as
                 hereinbelow defined over a $5.00 per square foot rentable
                 expense stop ("Excess Operating Expenses").

                 On or about January 1st of each calendar year or as soon
                 thereafter as practical, Landlord shall provide Tenant with a
                 schedule of projected operating expenses for such current
                 calendar year and Tenant shall thereafter pay as additional
                 rent, Tenant's share of projected Excess Operating Expenses,
                 if any. Tenant's share of





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                 projected Excess Operating Expenses, if any, shall be payable
                 in advance on a monthly basis by paying 1/12th of Tenant's
                 share of such projected Excess Operating Expenses, if any,
                 during each month of such calendar year. If Landlord has not
                 ftirnished Tenant estimate by January 1st , Tenant shall
                 continue to pay on the basis of the prior year's estimate
                 until the month after estimate is given.

                 Landlord shall within a period of 120 days (or as soon
                 thereafter as practical) after the date of each such calendar
                 year following the initial year, provide Tenant an unaudited
                 statement of such year's actual Excess Operating Expenses, if
                 any. If Tenant's share of the actual Excess Operating
                 Expenses, if any, is greater than the total projected Excess
                 Operating Expenses actually paid by Tenant, Tenant shall pay
                 Landlord within 30 days of such statement the difference
                 thereof. If Tenant's share of such actual Excess Operating
                 Expenses is less than the total projected Excess Operating
                 Expenses actually paid by Tenant, Landlord shall credit Tenant
                 within 30 days of such statement issuance the difference
                 thereof, such credit to be applied against the next payment
                 due of Tenant.

Notwithstanding, there shall be no credit to Lessee below the initial expense
stop of $5.00 per rentable square foot. The Excess Operating Expense shall be
adjusted accordingly for partial year's occupancy using standard accounting and
property management procedures.

Operating Expenses as used herein, shall be deemed to be the total cost to
Landlord to properly maintain and operate the Premises including parking,
storage and landscape areas on the Premises and in the and around the Building
and shall include the following:

           a)               (i) All taxes (ad valorem and otherwise),
                            assessments, and governmental charges whether
                            federal, state, county, or municipal, and whether
                            by taxing districts or authorities presently taxing
                            the Premises and Building or by others,
                            subsequently created or otherwise, and any other
                            taxes (other than federal and state income taxes)
                            and assessments attributable to this Premises and
                            Building or its operation and any reasonable
                            consultant's fees incurred with respect to issues
                            or concerns including the taxes on the Building,
                            the Premises, or both;
                            (ii) Janitorial labor and supplies, including
                            lavatory and washroom supplies;
                            (iii) Reasonable gross wages and salaries,
                            including Social Security, and insurance payable
                            by Landlord with respect to such wages and
                            salaries, of all persons directly employed by
                            Landlord for, and rendering services in, the
                            normal operation and maintenance and repair of the
                            Building and the sidewalks, and curbs adjoining
                            the same; management, bookkeeping and
                            administrative office expenses of the Landlord
                            directly related to the operation of Building
                            shall be properly allocated and considered a part
                            of the "Operating Expenses";
                            (iv) Management fees, if any; but not to exceed to
                            6% of the gross rental;





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                            (v) Utility expenses, including electricity,
                            power, gas, water sewage and garbage removal;
                            (vi) Routine servicing and maintenance of
                            equipment such as elevators, plumbing, heating,
                            ventilation and air conditioning, and electrical
                            systems; window cleaning and gardening services;
                            security services, rubbish removal; all as may be
                            performed by employees of Landlord or independent
                            contractors;
                            (vii) Fire, casualty, liability insurance carried
                            by Landlord with respect to the Building and
                            Premises;
                            (viii) The cost of contesting ad valorem taxes
                            assessed against the Premises but only to the
                            extent of any savings resulting from such
                            contesting.

           b)               Expenditures by Landlord for replacement of the
                            basic components of the Premises such as capital
                            improvements (as distinguished from repairs and
                            maintenance expenses) and tenant alterations,
                            marketing expenses, advertising and lease
                            commission shall not be included as Operating
                            Expenses.

X.               ADJUSTMENT OF INITIAL BASE MONTHLY RENTAL

                 The monthly rental shall be increased beginning with the
                 January, 1998 payment of monthly rental and each January 1st
                 thereafter, during the term of this Lease (hereinafter called
                 "Adjustment Dates"), The adjusted monthly rental shall be
                 determined by multiplying the previous year's monthly rental
                 as shown in Paragraph III hereof, by 1.05 starting with the
                 original monthly rent shown below:

<TABLE>
<CAPTION>
                       Tenant's Monthly Rental Obligation


          <S>                                      <C>
          6.24   1/1/97-6/30/97                    -$20,697.92 per month (TENANT TO OCCUPY FLOORS 2&3)
          12.50  1/1/97-12/31/97                   -$41,395.83 per month (TENANT TO OCCUPY ENTIRE BLDG.)
          13.13  1/1/98-12/31/98                   -$43,465.63 per month
          13.78  1/1/99-12/31/99                   -$45,638.91 per month
          14.47  1 1/1/2000-12/31/2000             -$47,920.85 per month
          15.19  1/1/2001-12/31/2001               -$50,316.89 per month
          15.95  1/1/2002-3/31/2002                -$52,832.74 per month
</TABLE>

XI.              DEFAULT / REMEDIES

                 In the event: (A) the rental specified in Paragraph III,
                 above, other money charges or obligations to be paid by Lessee
                 hereunder are not paid at the time and place when and where
                 due; or (B) the Premises shall be deserted or vacated prior to
                 the expiration of the Term of this Lease; or (C) Lessee shall
                 fail to comply with any term, provision, condition or covenant
                 of this Lease, other than the payment or rent, or any of the
                 Rules and Regulations of the Building, or (D) Lessee is





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                 adjudicated a bankrupt or whether voluntarily or
                 involuntarily, Lessee shall take advantage of any debtor
                 relief proceedings under any present or future law, whereby
                 the rent or any part thereof is, or is proposed to be, reduced
                 or payment thereof deferred; or (E) Lessee shall become
                 insolvent or make a transfer in fraud or creditors; or (F)
                 Lessee shall make an assignment for the benefit of creditors;
                 or (G) a receiver is appointed for a substantial part of the
                 assets of Lessee; or (H) the Premises or Lessee's effects
                 should be levied upon or attached under process against
                 Lessee; then, in any such events, Lessor shall have the option
                 to do any of the following in addition to and not in
                 limitation of any other remedy permitted by law or in equity
                 or under this Lease: (a) if the Event of Default involves
                 nonpayment of rental, and Lessee fails to cure such default
                 within ten (10) days after receipt of written notice thereof
                 from Lessor, or if the Event of Default involves a default
                 per~brming any of the terms or provisions of this Lease other
                 than the payment of rental and Lessee fails to cure such
                 default within thirty (30) days after the receipt of written
                 notice of default from Lessor, Lessor may terminate this Lease
                 by giving written notice to Lessee and, upon such termination,
                 shall be entitled to recover from the Lessee damages in an
                 amount equal to all rental which is then due and which would
                 otherwise have become due throughout the remaining term of
                 this Lease, or any renewal or extension thereof (as if this
                 Lease had not been terminated); or (b) if the Event of Default
                 involves any matter other than those set forth in item (a) of
                 this Paragraph, the Lessor may terminate this Lease by giving
                 a written notice to Lessee, and upon such termination, shall
                 be entitled to recover from the Lessee damages in an amount
                 equal to all rental which is then due and which would
                 otherwise have become due throughout the remaining term of
                 this Lease, or any renewal or extension thereof (as if this
                 Lease had not been terminated); or (c) upon any Event of
                 Default, Lessor, as Lessee's agent, without terminating this
                 Lease may enter upon and rent the Premises, in whole or in
                 part, at the best price obtainable by reasonable effort,
                 without advertisement and by private negotiations and for any
                 term Lessor deems proper, with Lessee being liable to Lessor
                 for any deficiency, if any, between Lessee's rent hereunder
                 and the price obtained by Lessor on reletting; provided,
                 however, that Lessor shall not be considered to be under any
                 dtity by reason of this provision to take any action to
                 mitigate damages by reason of Lessee's default.

XII.             PERSONALITY OF LESSEE

                 If Lessee fails to remove all his or her effects from the
                 Premises upon any termination of this Lease, Lessor may, at
                 its option, remove all or part of said effects in any manner
                 that Lessor shall choose and store the same without liability
                 to Lessee for loss thereof, and Lessee shall be liable to
                 Lessor for all expenses incurred in such removal and storage
                 of said effects. Upon any termination of this Lease whereupon
                 Lessee shall be liable on any amount to Lessor, Lessor shall
                 have a lien upon the personal property and effects of Lessee
                 on the Premises, and Lessor may, at its option, without
                 notice, sell at private sale all or part of said





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                 property and effects for such price as Lessor may deem best
                 and apply the proceeds of such sale to any amounts due under
                 this Lease from Lessee to Lessor, including the expenses of
                 the removal and sale.

XIII.            SERVICES

                 Except for weekends and Legal Holidays, Lessor shall cause the
                 Building to be cleaned and generally cared for by the janitors
                 of the Building in accordance with the standards applicable to
                 the Building from time to time, a copy of which shall be
                 furnished to Lessee upon request; will furnish elevator
                 service; and will furnish electricity for lighting, personal
                 size computers and other small office machines.

                 Lessor will provide trash removal service for all non-toxic,
                 non-infectious, and non-hazardous trash `or refuse which can
                 be placed in a plastic bag. A dumpster will be provided on the
                 premises by Landlord for larger items.  Tenant will be
                 responsible for trash removal requiring a dumpster.

                 Lessor shall not be liable for any damages resulting from the
                 interruption in any service by any cause not within the
                 immediate control of Lessor. "Legal Holidays", as used in this
                 section shall mean any holidays for which the nearest
                 nationally chartered bank is closed.

XIV.             SUBLETTING AND ASSIGNMENTS

                 Lessee shall not, without prior written consent of Lessor
                 assign this Lease, or any interest herein, or sublet the
                 Premises, or any interest herein, or any portion thereof, or
                 permit the use of the Premises by any party other than Lessee.
                 Consent to any assignment or sublease shall not destroy this
                 provision, and all later assignments or subleases shall be
                 made likewise only upon the prior written consent of Lessor.
                 Any assignee of sublessee of Lessee, at the option of Lessor,
                 shall become directly liable to Lessor for all obligations of
                 Lessee hereunder, but no sublease or assignment by Lessee
                 shall relieve Lessee of any liability hereunder. Lessor's
                 consent to any transfer shall not be unreasonably withheld.

XV.              DESTRUCTION OR DAMAGE

                 If the Premises are totally destroyed by storm, fire,
                 lightning, earthquake or other casualty(ies), so as to be
                 untenantable, this Lease shall terminate as of the date of
                 such destruction and rental shall be accounted for as between
                 Lessor and Lessee as of that date. If the Premises are damaged
                 but not wholly destroyed by any such casualty(ies) such that
                 use of a portion of the Premises is interrupted, rental shall
                 abate in such proportion as use of the Premises has been
                 interrupted, and Landlord shall, to the extent casualty
                 insurance proceeds are actually made available to Landlord,
                 restore or cause to be restored the Premises to substantially





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                 the same condition as before damage as is practicable,
                 whereupon full rental shall commence.

XVI.             CONDEMNATIONS, ETC.

                 In the event Lessor, during the term of this Lease, shall be
                 required by any governmental authority, or the order or decree
                 of any court, to repair, alter, remove, reconstruct, or
                 improve any part of the Premises, then such repairing,
                 alteration, removal, reconstruction or improvement may be made
                 by and at the expense of Lessor and shall not in any way
                 affect the obligations or covenants of Lessee herein
                 contained, and Lessee hereby waives all claims for damages or
                 abatement or rent because of such repairing, alteration,
                 removal, reconstruction or improvement required, ordered, or
                 decreed.

                 If the whole of the Premises, or such portion thereof as will
                 make the Premises unusable for the purposes herein leased, be
                 condemned by any legally constituted authority for any public
                 use or purpose, then at the option of either Lessor or Lessee
                 the term hereby granted shall cease from the date when
                 possession thereof is taken by public authorities, and rental
                 shall be accounted for as between Lessor and Lessee to recover
                 compensation and damage caused by condemnation from the
                 condemnor.

                 If this Lease is not so terminated, or upon a taking not
                 within the scope of the foregoing, total rent shall abate for
                 the period of such taking in proportion to the area of the
                 Premises taken.

XVII.            ATTORNEY'S FEE

                 Lessee agrees to pay all reasonable attorney's fees and
                 expenses Lessor incurs in enforcing any of the obligations of
                 Lessee under this Lease, or in any litigation or negotiation
                 due to default by Lessee.

XVIII.           ESTOPPEL CERTIFICATE

                 Lessee agrees to certify in writing the status of this Lease
                 and the rental hereunder, at any time, upon ten (10) days
                 written notice. Such certificate shall be in form reasonably
                 satisfactory to any governmental authority or public agency or
                 to a prospective purchaser from, or assignee of, or holder of
                 a security instrument executed by Lessor. In addition to any
                 other matters required, such certificate shall certify the
                 commencement date of the Lease term and the anticipated
                 termination date hereof; whether or not this Lease is in full
                 force and effect; whether or not this Lease has been amended
                 or modified, and if so, in what manner; the date through which
                 rental payments have been made; whether of not there are any
                 defaults under this Lease, and if so, specifying the
                 particulars of such defaults and the action required to remedy
                 them; and whether or not there are





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                 any setoffs against or defenses to the enforcement of the
                 terms and conditions of this Lease, and if so, specifying the
                 particulars of such setoffs or defenses.

XIX.             ENTIRE AGREEMENT

                 This Lease contains the entire agreement of the parties and no
                 representations or agreements, oral or otherwise, between the
                 parties not embodied herein shall be of any force or effect,
                 unless modified in writing and signed by both parties.

XX.              TIME

                 Time is of the essence of this Lease.

XXI.             RULES AND REGULATIONS

                 Lessee agrees, at its sole cost and expense, to comply with
                 all rules, regulations, ordinances, and requirements of
                 governmental authorities, including those relating to disposal
                 of hazardous or infectious waste material, and decrees of
                 courts requiring any action, where such rules, regulations,
                 ordinances, requirements, orders or decrees result from the
                 manner in which Lessee uses and occupies the Premises. Lessee
                 further agrees to abide by and observe the Rules and
                 Regulations attached to this Lease, if any, and such Rules and
                 Regulations or amendments thereto as may from time to time be
                 deemed reasonably necessary by Lessor for the proper
                 maintenance and operation of the Building and the Premises and
                 applicable to all Tenants.

XXII.            LESSOR/LESSEE RELATIONSHIP

                 This Lease creates the relationship of Landlord and Tenant
                 between Lessor and Lessee; no estate shall pass out of Lessor;
                 Lessee has only a usufruct, not subject to levy and sale.

XXIII.           SUBORDINATION

                 Lessee agrees that this Lease shall be subject and subordinate
                 to any mortgage or deed to secure debt now in the Premises and
                 to all advances already made, or which may hereafter be made,
                 on account of said mortgage or deed to secure debt to the full
                 extent of all debts and charges secured thereby and to any
                 renewals or extensions of all or any part thereof, and to any
                 mortgage or deed to secure debt which any owner of the
                 Premises or the Building may hereafter at any time elect to
                 place on the Premises or the Building, and Lessee agrees upon
                 request to execute hereafter any paper or papers which counsel
                 for Lessor may deem necessary to accomplish that end and, in
                 default of Lessee so doing, Lessor is hereby empowered to
                 execute such paper or papers in the name of Lessee, and as the
                 act and deed of Lessee, and this authority is hereby declared
                 to be coupled





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<PAGE>   10
                 with an interest and not revocable. It is expressly understood
                 and agreed that Lessor shall not be liable to Lessee for
                 breach of covenant of quiet enjoyment by reason of the
                 foreclosure or sale of the Premises or the Building under any
                 mortgage or deed to secure debt now or hereafter affecting the
                 Premises or the Building. If any such mortgage or deed to
                 secure debt shall hereafter be foreclosed, or if the Building
                 shall be sold under power of sale contained in any such deed
                 to secure debt, upon the request of the mortgagee of the
                 purchaser at foreclosure or by deed in lieu thereof, Lessee
                 will attorn to such purchaser and will execute such
                 attornment. Notwithstanding the foregoing, Lessee agrees that
                 such mortgage shall have the right to declare this Lease prior
                 and superior to any such mortgage or deed to secure debt and
                 Lessee agrees, upon request, to execute any instrument or
                 instruments requested by such mortgage to confirm the same.


XXIV.            HOLDING OVER

                 If Lessee remains in possession after expiration of the term
                 hereof, without any distinct agreement between the parties,
                 Lessee shall be deemed to be a tenant at sufferance at one &
                 one-half times the rental rate in effect during the month
                 prior to the expiration date hereof. There shall be no renewal
                 of this Lease by operation of law.  In addition, as additional
                 rent, Lessee shall reimburse Lessor for all costs and damages
                 due to Lessee's failure to vacate and/or to deliver the
                 Premises to Lessor at the expiration of the term of this Lease
                 in accordance with the various provisions (including those
                 related to the condition of the Premises) of this Lease.

XXV.             SURRENDER OF PREMISES

                 Upon termination of this Lease, Lessee shall surrender the
                 Premises to Lessor in the same condition as at the
                 commencement of the term hereof, natural wear and tear and
                 modifications approved by Lessor accepted.

XXVI.            NOTICES

                 Any notice, report, demand, service of process, request,
                 consent, approval or other communication under this Lease
                 shall be in writing and shall be deemed to have been duly
                 given or made: (A) when deposited, postage prepaid, in the
                 United States mail, certified or registered, with return
                 receipt requested, addressed to Lessor or Lessee (as the case
                 may be) at the addresses of each party shown below; or (B)
                 when delivered personally to Lessor or Lessee (as the case may
                 be), by a nationally recognized courier service or other means
                 of personal delivery at the addresses of each party shown
                 below:

                 If given to Lessor:       Meadows & Ohly, Inc.
                                           3475 Lenox Road, Suite 470
                                           Atlanta, GA 30326





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                 With a copy to:           Mr. Paul Silberberg
                                           CMS Peachtree, L.P., a Delaware 
                                           limited partnership
                                           1926 Arch Street
                                           Philadelphia, PA 19103

                 If given to Lessee:       MINDSPRING ENTERPRISES, INC.
                                           Ms. Anne Peavlor
                                           1430 W. Peachtree Street
                                           Atlanta, Georgia 30309

                 Either party may, by written notice to the other, designate a
                 different address for receiving notices hereunder.  Rejection
                 or other refusal to accept or inability to deliver because of
                 changed address of which no notice has been received shall
                 also constitute receipt.

XXVII.           PARTIES AND BINDING EFFECT

                 "Lessor" and "Landlord", as used in this Lease, shall include
                 Lessor, and its representatives, successors,
                 successors-in-title and assigns. "Lessee" and Tenant", as used
                 in this Lease, shall include Lessee, and its representatives
                 and successors, and, if this Lease shall be validly assigned
                 or sublet, shall include also Lessee's assignees or sublessees
                 as to all or any portion of the Premises covered by any such
                 assignment or sublease.  "Lessor", "Landlord", "Tenant" and
                 "Lessee" include male and female, singular and plural,
                 corporation, partnership or individual, as the case may be.
                 This Lease shall be binding upon and inure to the benefit of
                 Lessor and Lessee.

XXVIII.          AGENCY DISCLOSURE

                 Landlord and Tenant hereby acknowledge that Richard Bowers &
                 Co. has acted as an agent for Landlord, CMS PEACHTREE, L.P., a
                 Delaware limited partnership, in this transaction and will be
                 paid a real estate commission by Landlord and that Bell
                 Jackson & Co. has acted as an agent for Tenant, Mindspring
                 Enterprises, Inc. in this transaction and will be paid a real
                 estate commission by the landlord per a separate commission
                 agreement.

XXIX.            BROKER'S COMMISSION

                 Broker has rendered valuable service by assisting in the
                 creation of the landlord- tenant relationship hereunder.  The
                 commission to be paid in conjunction with the creation of the
                 relationship by this Lease has been negotiated between
                 Landlord and Broker and Landlord hereby agrees to pay Broker
                 as compensation for Broker's services in procuring this Lease
                 and creating the aforesaid landlord- tenant relationship
                 (X)pursuant to a separate commission agreement.





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XXX.             WAIVER OF RIGHTS

                 No failure of Lessor to exercise any power given Lessor
                 hereunder, or to insist upon strict compliance by Lessee of
                 his obligations hereunder, and no custom or practice of the
                 parties at variance with the terms hereof shall constitute a
                 waiver of Lessor's right to demand exact compliance with the
                 terms hereof.

XXXI.            DISCLOSURE OF OWNERSHIP

                 The Landlord is owner of the Premises and has an address at
                 c/o CMS Companies 1926 Arch Street, Philadelphia,
                 Pennsylvania. Management is by Meadows & Ohly, Inc.

XXXII.           LANDLORD IMPROVEMENTS

                 The following alterations or improvements ("Landlord's Work")
                 will be provided by Landlord at Landlord's expense:

         1)      Third Floor: Leave the private offices across the front of the
                 space as they are, install new ceiling and duct work, new
                 paint and carpet.  Erect a wall as specified in the third
                 floor plan. (See Exhibit "A")

         2)      Second Floor:  Space to be left as is with new paint, carpet,
                 and ceiling tiles throughout. (See Exhibit "A")

         3)      First Floor: Demo all walls as marked on first floor drawing.
                 Demo bathroom in front office and reception desk.  Relocate
                 door and add separation to back room and elevator, otherwise
                 new paint, carpet, and ceiling tiles throughout. (See "Exhibit
                 "A")

         4)      Ground Floor: Demolish partitions as shown, install kitchens
                 and shower as shown, otherwise new ceiling tiles and fresh
                 paint and carpet throughout. (See Exhibit "A")

         5)      Lessor's improvements for the second and third floor as
                 specified in the contract and exhibits shall be substantially
                 completed on or before January 1st, 1997. Should Lessor's
                 improvements not be substantially completed, this lease shall
                 remain in full force and effect and the commencement date
                 shall be moved back until substantial completion is achieved.

                 Lessor's improvements for the lower level and first floors as
                 specified in the contract and exhibits shall be substantially
                 completed on or before July 1st, 1997.





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<PAGE>   13
         6)      Lessee shall be responsible for all electrical improvements
                 and shall cooperate with general contractor to complete the
                 electrical portion on the improvements as scheduled.
                 Additionally Lessee agrees to reimburse Landlord for the
                 alternate bid outlined in Exhibit "A" marked "Alternate Bid".

Said work shall be conducted in accordance to the specifications attached
hereto as "Exhibit A and made a part hereof. Any additional items required by
inspection authorities shall be paid by Lessor. Other changes required by
Lessee, if any, shall be paid by Lessee at the time such change is ordered.


Capital Expenses/Retrofit: In the event tenant defaults in the payment of rent
(including addiftonal rent payable under Section IV hereof), within the first
year of occupancy of entire Building, Landlord shall be fully reimbursed for
the total capital expenses and commissions paid to broker and co-broker
estimated at $215,000 within 30 days of vacancy of premises or default of
lease.

SPECIAL STIPULATIONS Insofar as the following special stipulations conflict
with any of the foregoing provisions, the following shall control:

         1)      ADDITIONAL PARKING: Should the adjacent surface parking lot
                 located at 1429 Peachtree Street, owned by CMS not be
                 redeveloped within 18 months, Lessee shall have the right to
                 obtain additional parking at the prevailing monthly rate if
                 surface parking is available.

         2)      LANDLORD PARKING RIGHTS: Should the adjacent vacant parking
                 lot be developed as contemplated, the Landlord and/or hotel
                 operator shall have the right at no cost to the parking deck
                 at 1439 Peachtree Street after 6:00 p.m. and until 6:00 a.m.
                 each day as needed. The use of the deck parking lot by the
                 Lessor shall not unreasonably interfere with the need or use
                 of the parking deck by the Tenant and be limited to the lower
                 deck with access of the back alleyway.

         3)      SIGNAGE: Subject to Landlord's reasonable approval and
                 compliance with existing signage ordinances, Lessee shall have
                 signage rights to the property at Lessee's expense.

         (4)     For the first six months of the lease tenant is only entitled
                 to half the allocated parking deck for free.  Additional
                 parking shall be leased at the market rate.

ALTERATIONS AND ADDITIONAL IMPROVEMENTS:

Tenant shall not make any alterations, additions, or improvements to the
Premises without Landlord's prior written consent. Tenant shall promptly remove
any alterations, additions, or improvements constructed in violations of the
Special Stipulations Paragraphs upon Landlord's written request. All approved
alterations, additions, and improvements will be accomplished in





                                       13
<PAGE>   14
good and workmanlike manner, in conformity with all applicable laws and
regulations, and by a contractor approved by Landlord, free of any liens or
encumbrances. Landlord may require Tenant to remove any alterations, additions
or improvements (whether or not made with Landlord's consent) at the
termination of this Lease and to restore the Premises to its prior condition,
all at Tenant's expense. All alterations, additions and improvements which
Landlord has not required Tenant to remove shall become Landlord's property and
shall be surrendered to Landlord upon the termination of this Lease, except
that Tenant may remove any of Tenant's machinery or equipment which can be
removed without material damage to the Premises. Tenant shall repair, at
Tenant's expense, any damage to the Premises caused by the removal of any such
machinery or equipment.

Lessee, subject to the prior approval by Lessor of plans and specifications
compliance with applicable zoning ordinances and building codes, and purchase
of liability insurance in amounts reasonably acceptable to Lessor, shall have
the ability to perform the additional work at Lessee's expense:

         1)      Construction of automobile access to the storage area under
                 the deck for additional parking, provided that such work will
                 not impair the structural strength or integrity of the
                 Building or the operation of its systems.

         2)      At the time Lessee requests approval of its plans, it shall
                 also furnish to Lessor a report of an engineer acceptable to
                 Lessor certifying the safety of the design of such structure,
                 the construction of such deck, if approved, shall be
                 undertaken by a building contractor acceptable to Lessor, in
                 its sole discretion and upon completion of such construction
                 the contractor will warrant to Lessor the fitness of the
                 structure by applying construction of a wooden observation
                 deck measuring 30 feet by 50 feet on the roof near the front
                 parapet wall of the building with the access to the rear
                 stairwell provided that no alteration shall be made unless
                 Lessor is fully satisfied that the improvements are safe and
                 that tenant has full responsibility for liabilities and damage
                 to the roof and persons entering the deck.

         3)      Lessee assumes full responsibility for the modifications to
                 roof deck and wooden observation deck and for maintenance
                 thereof during the term of this Lease.

         (4)     Tenant has the right to add necessary HVAC and generators to
                 upgrade the existing systems for added reliability.  Such
                 improvements shall meet all State and Federal Building Codes &
                 Specifications. Tenant must obtain Lessor's written consent
                 before making necessary upgrades, such consent shall not be
                 unreasonably withheld.

XXXIII.          MISCELLANEOUS

                 A.       This Lease shall be governed by and construed in
                          accordance with the laws of the State of Georgia,
                          without reference to conflict of laws precipitates.





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<PAGE>   15
                 B.       This Lease may not be executed in separate
                          counterparts.

                 C.       The undersigned parties hereto, each represent and
                          warrant that it has the requisite power and authority
                          to enter into this Lease.

                 D.       The invalidity or unforceability of any particular
                          provision of this Lease shall be construed in all
                          respects as if such invalid or unenforceable
                          provision were omitted.

                                        LESSOR:CMS PEACHTREE, L.P., A 
                                        DELAWARE LIMITED PARTNERSHIP
                                        
                                        By:   CMS PEACHTREE ASSOCIATES,
                                              L.P., its general partner
                                        By:   MSPS PEACHTREE, INC., its
                                              general partner
                                        
                                        By:   /s/ Ingrid R. Welch(SEAL)
                                              -------------------      
                                              V.P.
                                        
                                        
                                        LESSEE:   MINDSPRING ENTERPRISES, INC.
                                        
                                        
                                        By:   K. Anne Peavler             (SEAL)
                                              ----------------------------
                                        
                                        
                                        BROKER:  Richard Bowers & Company
                                        
                                        By:      [sig]                    
                                                 -------------------------
                                        
                                        CO BROKER:





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<PAGE>   16

                     RULES AND REGULATIONS OF THE BUILDING

          which are referred to in the Lease and made a part thereof.


1.       The sidewalks, entry passages, corridors, halls, elevators and
stairways shall not be obstructed by Lessee or used for any purpose other than
those of ingress and egress. The water closets and other water apparatus shall
not be used for any other purpose than those for which they were constructed,
and no sweepings, rubbish, or other obstructing substances shall be thrown
therein. Any damage resulting to them, or any equipment or apparatus required
to serve the building from misuse, shall be borne by Lessee who, or whose
clerks, agents or servants, shall cause it.

2.       No advertisement or other notice, shall be inscribed, painted or
affixed on any part of the outside or inside of said building without the
expressed written consent of the Landlord. Such consent shall not be
unreasonably withheld. Signs will be prepared for Lessee by Lessor, the cost of
such to be paid for by Lessee.

3.       No Lessee shall do or permit to be done in said premises, or bring or
keep anything therein, which shall in any way increase the rate of fire
insurance on said building, or on property kept therein, or obstruct or
interfere with the rights of other Lessees or in any way inure or annoy them,
or conflict with the laws relating to fires, or with the regulations of the
Fire Department, or any part thereof, or conflict with any rules and ordinances
of the Board of Health. Lessee, his clerks and servants, shall maintain order
in the building, shall not make or permit any improper noise in the building or
interfere in any way with other Lessees or those having business with them.
Nothing shall be thrown by Lessee, his clerks or servants, out of the doors, or
down the passages of the building. No rooms shall be occupied or used as
sleeping or lodging apartments at any time and no cooking shall be allowed. No
part of the building shall be used or in any way appropriated for other
unlawful practices, and no intoxicating liquor shall be sold in said building.

4.       Lessor shall not be responsible to any Lessee for any loss of property
from rented premises, however occurring, or for any damage done to the
furniture or other effects of any Lessee by the Janitor or any of its
employees.

5.       No animals, or other vehicles shall be allowed in the offices, halls,
corridors, elevators or elsewhere in the building without the expressed written
consent of the Landlord. Such consent shall not be unreasonably withheld.

6.       No painting shall be done, nor shall any alterations be made to any
part of the building by putting up or changing any partitions, doors or
windows, nor shall any connection be made to the electric wires, plumbing,
heating, cooling, or electric fixtures, without the consent in writing on each
occasion of Lessor or its agents. All glass, locks and trimmings in or upon the
doors and windows of the Building shall be kept whole and, when any part
thereof shall be broken, the





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<PAGE>   17
same shall be immediately replaced or repaired and put in order under the
direction and to the satisfaction of Lessor, its agents, and shall be left
whole and in good repair. Lessee shall not injure, overload or deface the
building, the woodwork, or the walls of the premises, nor carry on upon the
Premises any noisome, noxious, or offensive business.

7.       No additional locks or latches shall be put upon any door without the
expressed written consent of the Landlord. Such consent shall not be
unreasonably withheld.

8.       Safes, furniture, boxes, or other bulky articles shall be carried up
into the Premises or removed from the Premises only by means of the elevators,
by the stairways, and at such times and in such manner and by such persons as
the Lessor may direct. Any damage done to the building or to Lessee, or to
other persons by taking a safe or other heavy article in or out of the demised
premises, from overloading a floor, or in any other manner shall be paid for by
the Lessee.

9.       The Lessee shall not operate a stove upon the premises, or carry on
any mechanical business thereon, or do any cooking except with microwave or
coffee maker thereon, or use or allow to be used upon the demised premises oil,
burning fluids, camphene, gasoline or kerosene for heating, warrning or
lighting. No article deemed extra hazardous on account of fire and no
explosives shall be brought into said premises. No offensive gases or liquids
will be permitted.

10.      No electrical work shall be allowed unless by the written permission
of Lessor. No boring or cutting for wiring shall be done unless approved by
Lessor. The electric current shall not be used for heating unless written
permission to do so shall first have been obtained from Lessor. Wherever
Lessor's approval is required, it will not be unreasonably withheld.

11.      If any parking spaces around the building are designated for special
use, such as for service or delivery vehicles, Lessee and all employees of
Lessee agree to refrain from parking in those areas.





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