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                                                                   EXHIBIT 10.13

                        OFFICE BUILDING LEASE AGREEMENT

         THIS LEASE is made between PENNSYLVANIA DENTAL SERVICE CORPORATION, a
Pennsylvania corporation d/b/a Delta Dental of Pennsylvania, having its
principal place of business at One Delta Drive, Mechanicsburg, Pennsylvania
(hereinafter "LANDLORD") and MINDSPRING ENTERPRISES, INC., a corporation, having
its principal place of business at 1430 West Peachtree Street, Suite 400,
Atlanta, Georgia, 30309 (hereinafter "TENANT").

         Landlord hereby Leases unto Tenant the premises situated at 23 Old
Depot Road, Fairview Township, York County, Pennsylvania, more fully described
herein, upon the following terms and conditions:

         1.      Premises:  The Landlord does hereby lease unto the Tenant and
the Tenant does hereby Lease from the Landlord the Premises with improvements
erected thereon, which is outlined in red on Exhibit "A", attached hereto and
made a part hereof.

         2.      Improvements:  Tenant accepts the Premises "as-is." Upon
execution of this Agreement, Landlord agrees that it will undertake and
complete, at its sole cost and expense, all those certain Leasehold
improvements set forth in Exhibit "E" attached hereto and made a part hereof by
reference.  Notwithstanding the foregoing, Landlord represents and warrants
that the Premises are not in violation of any applicable law.

         3.      Term and Rent:   Landlord demises the above premises for a
term of two (2) years ("initial term"), commencing December 15, 1997,
terminating on

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December 15,1999, unless earlier terminated as provided herein, at the initial
annual rental of $287,280.00, for the first year, payable in equal monthly
installments in advance during the term of this Lease, in sums of $23,940.00 on
the fifteenth (15th) day of each month, rent to begin from the 15th day of
December, 1997, the first installment to be paid at the time of signing this
Lease.  During the second year of the initial term of this Lease, the annual
rental shall be increased to $301,680.00, payable in equal monthly installments
of $25,140.00, as aforesaid.  Tenant shall have the right, at its option, to
extend the initial term of this Lease for a third year, provided Tenant shall
give Landlord written notice of its intention to exercise the option to extend
at least ninety (90) days prior to the expiration of the initial term.  During
the third year of the initial term of this Lease, if any, the annual rental
shall be increased to $313,800.00, payable in equal monthly installments of
$26,150.00.

         If Landlord has not received the full amount of any monthly payment by
the end of ten (10) calendar days after the date it is due, Tenant shall pay a
late charge to Landlord in the amount of five percent (5%) of the overdue
payment.

         4.      Security Deposit:  At the execution of this Lease, Tenant
shall have deposited with Landlord such security deposit which shall be
considered as security for the payment and performance by Tenant of all
Tenant's obligations, covenants, conditions and agreements under the Lease.
Upon the expiration of the term hereof, Landlord shall (provided that Tenant is
not in default under the terms hereof) return and pay back such security
deposit to Tenant within thirty (30) days,


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less such portion thereof as Landlord shall have used to make good any default
by Tenant with respect to any of Tenant's aforesaid obligations, covenants,
conditions and agreements.  In the event of any default by Tenant hereunder
during the term of this Lease, Landlord shall have the right, but shall not be
obligated, to consider the security deposit as pre-paid additional rent and
apply all or any portion of the monies available to cure such default, in which
event Tenant shall be obligated promptly to deposit with the Landlord the amount
necessary to restore the security deposit to its original amount.  In the event
of the sale or transfer of Landlord's interest in the Property, Landlord shall
have the right to transfer the security deposit to such purchaser or transferee,
in which event Tenant shall look only to the new Landlord for the return of the
security deposit and Landlord shall thereupon be released from all liability to
Tenant for the return of such security deposit.  Landlord hereby acknowledges
that it is in receipt of the security deposit required of Tenant as referenced
in Paragraph 33 hereof.

         5.      Use:  Tenant agrees that it will use and occupy the Demised
Premises offices as an internet access company and uses customarily incident
thereto and for no other purpose without the written consent of Landlord first
had and obtained; nor shall Tenant manufacture any commodity, nor prepare or
dispense foods or beverages therein, nor do or permit anything to be done in
the Demised Premises or in any part of the building, nor bring or keep anything
which will in any way increase the rate of fire insurance over that for such a
building used exclusively for business office purposes, or avoid or suspend
policies of fire insurance on the


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building, or on property kept in it, or which will obstruct or interfere with
the rights of other Tenants, or in any other way injure or annoy them, or which
will conflict with the laws or police or fire department or Board of Fire
Underwriters' regulations relating to fires, or with any of the rules and
regulations of the Board of Health, nor will the Tenant allow the Demised
Premises or any part of it to be occupied by any other person than Tenant or
Tenant's employees without the written consent of Landlord endorsed on this
Agreement.

         6.      Inability to Give Possession:  If Landlord is unable to give
Tenant possession of the Demised Premises by reason of the holding over of a
previous occupant, or by reason of any cause beyond the control of the
Landlord, the Landlord shall not be liable in damages to the Tenant, and during
the period that the Landlord is unable to give possession, all rights and
remedies of both parties hereunder shall be suspended.

         7.      Payment of Rent:  All rents and other sums due to Landlord
shall be paid by Tenant to Landlord without demand, deduction, setoff or
counterclaim at the office of Landlord, or to such other party or at such other
address as Landlord may designate, from time to time, by written notice to
Tenant.

         8.      Rent Acceptance:  If Landlord, at any time or times, shall
accept Rent or any other sum due to it after the same shall become due and
payable, such acceptance shall not excuse delay upon subsequent occasions, or
constitute, or be construed as, a waiver of any of Landlord's rights.


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         9.      Affirmative Covenants of Tenant:  Tenant covenants and agrees
that it will perform the following without demand:

                 (a)      Payment of Rent:  Pay the rent and all other charges
on the days and times and at the place that they are made payable, without
fail.  Tenant agrees that any charge or payment agreed to be treated or
collected as rent and/or any other charges or taxes, expenses, or costs to be
paid by the Tenant may be proceeded for and recovered by the Landlord by
distraint or other process in the same manner as rent due and in arrears.

                 (b)      Care and Maintenance of Premises:  Tenant
acknowledges that the premises are in good order and repair.  Tenant shall, at
its own expense and at all times, maintain the premises in a clean, sanitary
and safe condition.  Tenant shall be responsible for the janitorial services,
changing of light bulbs, provide all paper products, cleaning materials and the
removal of trash from the demised premises.  Tenant will be responsible for
loss or damage to the premises suffered by Landlord because of the negligence
of Tenant, subject, however, to the exception of ordinary wear and tear, and
unavoidable damage by fire, elements, casualty, or other cause or happening not
due to the negligence of Tenant, its agents, employees or guests.  Tenant shall
surrender the demised premises, at the termination hereof, in as good condition
as received, ordinary wear and tear excepted.  Tenant shall professionally
clean the carpets.  In the event that Tenant fails to comply with any of the
terms of this paragraph within ten (10) days after receipt of written request
by Landlord, then Landlord shall undertake such repairs and cleaning with
Tenant


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being liable for all costs thereof.  Tenant shall comply with all requirements
of law, ordinances and regulations, including those rules and regulations
attached hereto as Exhibit "B" and including those relating to occupational
safety and health which are Tenant's obligations under this Lease.

         Landlord shall, at its own expense and at all times, maintain the
roof, foundation, exterior walls, plate glass, electrical wiring, plumbing,
heating and air conditioning installations, and any other systems or equipment
that are typically referred to as fixtures on the premises, excluding the
Tenant installed phone and computer systems.  Landlord at its own expense shall
also be responsible for the maintenance, snow removal and landscaping of the
exterior of the demised premises in accordance with the minimum requirements
set forth in Exhibit "C."

                 (c)      Requirements of Public Authorities:  Comply with any
requirements of any of the constituted public authorities, and with the terms
of any state or federal statute or local ordinance or regulation applicable to
Tenant or its use of the Demised Premises, and indemnify Landlord from
penalties, fines, costs or damages resulting from failure so to do.

                 (d)      Fire:  Use every reasonable precaution against fire.

                 (e)      Rules and Regulations:  Comply with rules and
regulations of Landlord promulgated as provided in this Agreement.

                 (f)      Surrender of Possession:  Peaceably deliver up and
surrender possession of the Demised Premises to the Landlord at the expiration
or sooner termination of this Lease, promptly delivering to Landlord at its
office all keys for


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the Demised Premises, subject, however, to the provisions for renewal of the
Lease terms set forth in Paragraph 45 herein.

                 (g)      Notice of Fire, etc.:  Give to Landlord prompt
written notice of any accident, fire, or damage occurring on or to the Demised
Premises.

                 (h)      Agency on Removal:  The Tenant agrees that if, with
the permission in writing of Landlord, Tenant shall vacate or decide at any
time during the term of this Lease, or any renewal, to vacate the Demised
Premises, prior to the expiration of this Lease, or any renewal, Tenant will
not cause or allow any other agent to represent Tenant in any subletting or
reletting of the Demised Premises other than an agent approved by the Landlord
and that should Tenant do so or attempt to do so, the Landlord may remove any
signs that may be placed on or about the Demised Premises by such other agent
without any liability to Tenant or to the agent, the Tenant assuming all
responsibility for such action.

         10.     Utilities and Services:  Landlord shall furnish the Premises
with electricity, heating and air conditioning and water service, for the
normal use and occupancy of the Premises as general offices.  Landlord reserves
the right, without any liability to Tenant, and without being in breach of any
covenant of this Lease, to interrupt or suspend service of any of the heating,
ventilating, air-conditioning, electric, sanitary, or other building systems
serving the Premises, or the rendition of any of the other services required by
Landlord under this Lease, whenever and for so long as may be necessary by
reason of accident, emergencies, strikes or the making of repairs or changes
which Landlord is required by this Lease or by law to


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make or in good faith deems advisable, or by reason of difficulty in securing
proper supplies of fuel, steam, water, electricity, labor or supplies, or by
reason of any other cause beyond Landlord's reasonable control, including
without limitation mechanical failure and governmental restrictions on the use
of materials or the use of any of the building systems.

         In each instance, however, Landlord shall exercise reasonable
diligence to eliminate the cause of interruption and to effect restoration of
service, and shall give Tenant reasonable notice, when practicable, of the
commencement and anticipated duration of such interruption.  Tenant shall not
be entitled to any diminution or abatement of rent or other compensation or
damages nor shall this Lease or any of the obligations of the Tenant be
affected or reduced by reason of the interruption, stoppage or suspension of
any of the building systems or services arising out of the causes set forth in
this paragraph.  Notwithstanding the foregoing, if this interruption continues
for a period of time in excess of ten (10) business days, Tenant may terminate
this Lease upon forty-eight (48) hours written notice.

                 (a)      The cost of separately metered electrical service and
water service shall be paid by Tenant promptly upon being billed therefor by
the utility company.

         11.     Negative Covenants of Tenant:  Tenant covenants and agrees
that it will do none of the following things without the consent in writing of
Landlord:


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                 (a)      Use of Premises:  occupy the Demised Premises in any
manner or for any purpose other than as permitted in Paragraph 5 herein.

                 (b)      Assignment and Subletting:  Assign, mortgage or
pledge this Lease or underlet or sublease the Demised Premises, or any part of
it, or permit any other person, firm or corporation to occupy the Demised
Premises, or any part of it except as provided in paragraph 21 herein; nor
shall any assignee or sublessee assign, mortgage or pledge this Lease or such
sublease, without an additional written consent by the Landlord, and without
consent no assignment, mortgage or pledge shall be valid.  If the Tenant
becomes embarrassed or insolvent, or makes an assignment for the benefit of
creditors, or if a petition in bankruptcy is filed by or against the Tenant or
a bill in equity or other proceeding for the appointment of a receiver for the
Tenant is filed, or if the real or personal property of the Tenant shall be
sold or levied upon by any sheriff, marshall or constable, the same shall be a
violation of this covenant.

                 (c)      Signs and Exterior Attachments:  Landlord agrees to
permit one outside sign per building which shall include the name of Tenant as
well as to letter the entrance to the premises with the name of the Tenant.
All signage must conform to zoning and not be mounted on the building.  Tenant
shall not place or suffer to be placed on the exterior of the Premises or upon
the roof or any exterior door or wall or on the exterior or interior of any
window or common area wall, thereof any sign, awning, canopy, marquee,
advertising matter, decoration, lettering, or any other thing of any kind
(exclusive of the signs, if any, which may be


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provided for in the original construction or improvement plans and
specifications approved by the Landlord and Tenant hereunder) without the
written consent of Landlord first had and obtained.  Landlord hereby reserves
the exclusive right to the use of the roof and exterior walls of the building
of which the Premises are a part, for any purpose whatsoever.  Except as
otherwise herein provided, Tenant shall have the right, at its sole cost and
expense, to erect and maintain within the interior of the Premises all signs
and advertising matter customary or appropriate in the conduct of Tenant's
business.  Tenant shall at all times maintain its windows and signs in a neat,
clean and orderly condition.  If, as to any exterior sign, Tenant shall fail to
do so after five (5) days' written notice from Landlord, Landlord may remove,
repair, clean or maintain such exterior sign and the cost thereof shall be
payable by Tenant to Landlord upon demand as additional rent.  Tenant shall
remove any sign, projection or device painted, placed or erected, if permission
has been granted and restore the walls, etc., to their former conditions, at or
prior to the expiration of this Lease.  In case of the breach of this covenant
(in addition to all other remedies given to Landlord in case of the breach of
any conditions or covenants of this Lease) Landlord shall have the privilege of
removing the stand, booth, sign, showcase, projection or device, and restoring
the walls, etc., to their former condition, and Tenant, at Landlord's option,
shall be liable to Landlord for any and all expenses so incurred by Landlord.

                 (d)      Alterations, Improvements:  Make any alterations,
improvements, or additions to the Demised Premises without the prior obtained


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written consent of Landlord, which consent shall not be unreasonably withheld
or delayed.  Tenant agrees to submit detailed plans and specifications for any
proposed alterations, improvements, or additions to Landlord for prior review
and approval, which approval shall not be withheld unreasonably.  No such work
shall be commenced until after Landlord has notified Tenant in writing that
such plans and specifications have been approved.  All such work shall be
promptly commenced and thereafter completed with due diligence.  Any such plans
and specifications shall be in compliance with applicable building codes and
the standards of the Department of Labor and Industry or other governmental or
regulatory authority in accordance with Paragraph 9(c) of this Agreement.  All
alterations, improvements, additions or fixtures, whether installed before or
after the execution of this Lease, shall remain upon the premises at the
expiration or sooner determination of this Lease and become the property of
Landlord, unless Landlord shall, prior to the termination of this Lease, have
given written notice to Tenant to remove such alterations, improvements and
additions and restore the premises to the same good order and condition in
which they now are.  Should Tenant fail to do so, Landlord may do so,
collecting, at Landlord's option, the cost and expense from Tenant as
additional rent.

                 (e)      Machinery:  Use or operate any machinery that, in
Landlord's opinion, is harmful to the building or disturbing to other tenants
occupying other parts of it.


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                 (f)      Weights:  Place any weights in any portion of the
Demised Premises beyond the safe carrying capacity of the structure.

         (9)     Fire Insurance:  Do or allow to be done, any act, matter or
thing objectionable to the fire insurance companies so that the fire insurance
or any other insurance now in force or thereafter to be placed on the Demised
Premises, or any part of it, or on the building of which the Demised Premises
may be a part, shall become void or suspended, or whereby the same shall be
rated as a more hazardous risk than at the date of execution of this Lease, or
employ any person or persons objectionable to the fire insurance companies or
carry or have any benzene or explosive matter of any kind in and about the
Demised Premises.  In case of a breach of this covenant (in addition to all
other remedies given to Landlord in case of the breach of any of the conditions
or covenants of this Lease) Tenant agrees to pay to Landlord as additional rent
any and all increase or increases of premiums on insurance carried by Landlord
on the Demised Premises, or any part of it, or on the building of which the
Demised Premises may be a part, caused in any way by the occupancy of Tenant.

                 (h)      Removal of Goods:  Remove, attempt to remove or
manifest an intention to remove Tenant's goods or property from or out of the
Demised Premises otherwise than in the ordinary and usual course of business,
without having first paid and satisfied Landlord for all rent which may become
due during the entire term of this Lease.


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                 (i)      Vacate Premises:  Vacate or desert premises during
the term of this Lease, or permit the same to be empty and unoccupied.

                 (j)      Hazardous Substances:  In addition to, and not in
limitation of any other provisions of this Lease, Tenant agrees not to
generate, store, use, treat or dispose of, nor to allow, suffer or permit the
generation, storage, use, treatment or disposal of, any "hazardous waste" or
"hazardous substance" (as those terms are defined in the Resource Conservation
and Recovery Act, 42 U.S.C. Sections 6901, et seq., as amended ("RCRA") or the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), and any rules and
regulations now or hereafter promulgated under either of such acts) or any
pollutant or other contaminant on, in, from or about the Demised Premises,
which hazardous material is prohibited or controlled by any federal, state or
local law, ordinance, rule or regulation now or hereafter in effect.  Tenant
shall and hereby does indemnify and hold Landlord harmless from and against any
and all loss, damages, expenses, fees, claims, costs and liabilities
(including, but not limited to, attorneys' fees and costs of litigation)
arising out of or in any manner related to the "release" or "threatened
release" of, and for any clean-up responsibility imposed upon Landlord under
any federal, state or local law, ordinance, rule or regulation now or hereafter
in effect, with respect to any "hazardous waste" or "hazardous substance" (as
those terms are defined in RCRA and CERCLA, and any rules and regulations now
or hereafter promulgated thereunder), or any pollutant, or other contaminant
on, in, from or about the


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Demised Premises or any portion or portions thereof, which release or
threatened release arises out of or is in any manner related to Tenant's use or
occupancy of the Demised Premises.  Notwithstanding anything contained herein
to the contrary, Landlord shall remain responsible for, and shall indemnify and
save Tenant harmless from and against any and all liability, damages, losses,
claims, suits and other costs (including reasonable attorneys' fees) arising
out of, or connected with the presence on, in, or under the Building or
Premises, of any asbestos, PCBs, or any other hazardous substance or hazardous
waste existing prior to the commencement of this Lease, or resulting from any
cause other than Tenant's occupancy in, or use of, the Demised Premises.

         12.     Landlord's Rights:  Tenant covenants and agrees that Landlord
shall have the right to do the following things and matters in and about the
Demised Premises:

                 (a)      Inspection of Premises:  At all reasonable times and
upon reasonable notice by Landlord or its duly authorized agents to go upon and
inspect the Demised Premised and every part of it, and/or at its option to make
repairs, alterations and additions to the Demised Premises or the building of
which the Demised Premises is a part.

                 (b)      Sale or Rent Sign-Prospective Purchasers or Tenants:
To display a "For Sale" sign at any time, and also, after notice from either
party of intention to terminate this Lease, or at any time within six (6)
months prior to the expiration of this Lease, a "For Rent" sign, or both "For
Rent" and "For Sale" signs;


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and all of the signs shall be placed upon such part of the premises as Landlord
shall require.  Prospective purchasers or tenants authorized by Landlord may
inspect the premises at reasonable hours at any time.

         13.     Responsibility of Landlord:

                 (a)      Fire or Casualty:  in case of damage to the Premises
by a risk insured against under Paragraph 17 hereof, Landlord, unless it shall
otherwise elect as hereinafter provided, shall repair or cause to be repaired
such damages with reasonable dispatch after receiving from the Tenant written
notice of the damage.  If the damages are such as to render the premises
untenantable, the rent shall be abated to an extent corresponding with the
period during which and the extent to which the Premises have become
untenantable; provided, however, if such damages are caused by the carelessness
or negligence or improper conduct of Tenant or of a Subtenant, or the agents,
employees, visitors, invitees or licensees of Tenant or of a Subtenant, then
notwithstanding such damages and untenantability, Tenant shall be liable for
rent without abatement.  In the event of damage to the Premises to the extent
of more than fifty (50%) percent of the value of such premises or if the
Tenant's operations cannot reasonably be conducted from the balance of the
Premises, Tenant shall give Landlord written notice of the damage (but failure
to give notice shall not be binding upon Landlord) after which either party may
determine with reasonable dispatch, that the Lease shall be terminated, in
which event all rent shall abate and the Lease terminate as of the date of the
occurrences of the event causing such damage.


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                 (b)      Eminent Domain:  The Tenant may at its option
terminate this Lease if any portion of the Premises is condemned by any
governmental body or by any other body or organization possessing the power of
condemnation provided such condemnation substantially impairs the use or
enjoyment by Tenant of the Premises.  In case of the taking through eminent
domain of all, or any portion, of the premises, the Landlord shall notify the
Tenant in writing of such taking.  Within sixty (60) days after receipt of such
written notice, the Tenant shall notify the Landlord, in writing, whether such
taking through eminent domain in the opinion of the Tenant substantially
impairs its use or enjoyment of the Premises.  If Landlord and Tenant agree
that Tenant's use or enjoyment is substantially impaired, then Tenant shall
give written notice to Landlord of its intent to vacate the Premises, which
notice shall include the time when it desires to terminate the Lease, which
time shall not be earlier than physical work (other than surveying and staking
out) shall be instituted on the Premises by the condemning authority, nor later
than sixty (60) days after the same time.  The failure of the Tenant to give
notice set forth above as required and within the time limit set forth above,
shall be conclusively construed as a decision on the Tenant's part that such
taking does not substantially impair its use or enjoyment of the Premises.  On
the other hand, the giving of such notice by the Tenant does not bind the
Landlord as to the correctness of the Tenant's decision that its use or
enjoyment of the Premises is substantially impaired by the taking, and Landlord
may object to same and demand a decision be made by a proper authority.  Tenant
shall not be entitled to receive any part of any


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award or awards that may be made to or received by Landlord, relating to the
fair market value of the real estate taken or severance damage to the remaining
real estate of Landlord.  Tenant at its expense may take independent
proceedings against the public authority exercising the power of eminent domain
to prove and establish any damage Tenant may have sustained relating to
Tenant's business and relocation expense.

                 (c)      Damage for Interruption of Use:  Landlord shall not
be liable for any damage, compensation or claim by reason of inconvenience or
annoyance arising from the necessity of repairing any portion of the building,
the interruption in the use of the premises, or the termination of this Lease
by reason of the destruction of the premises.

                 (d)      Representation of Condition of Premises:  The
Landlord has let the Demised Premises in their present condition and without
any representations on the part of the Landlord, its employees, servants and/or
agents.  It is understood and agreed that Landlord is under no duty to make
repairs or alterations at the time of letting or at any time thereafter.

                 (e)      Zoning:  It is understood and agreed that the
Landlord does not warrant or undertake that the Tenant shall be able to obtain
a permit under any zoning ordinance or regulation for such use as Tenant
intends to make of the said premises, and nothing in this Lease shall obligate
the Landlord to assist Tenant in obtaining this permit; the Tenant further
agrees that in the event a permit cannot be obtained by Tenant under any zoning
ordinance, or regulation, this Lease shall


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not terminate without Landlord's consent, and the Tenant shall use the premises
only in a manner permitted under such zoning ordinance or regulation.

         14.     Indemnification of Landlord:

                 (a)      The Landlord shall not be liable to the Tenant, any
officer, employee, agent, invitee, licensee or visitor of the Tenant, or any
other person, for damage or injury to any person or property caused by any act,
omission or neglect of the Tenant, its contractor, employees or agents,
invitee, licensee, or visitor, or any happening in any manner on the Premises.

                 (b)      Tenant covenants and agrees that it shall, without
notice or demand and at its own cost and expense, indemnify and hold harmless
Landlord against and from, any and all claims, demands, loss, damages or other
liability or any nature whatsoever, by or on behalf of any person arising in
any manner whatsoever from, out of or in connection with (a) the use,
possession and occupancy of the premises by Tenant, or any act or omission of
Tenant, its agents, servants, employees, business invitees and licensees, (b)
any failure by Tenant to perform any of the terms or conditions of this Lease
required to be performed by Tenant, and (c) any failure by Tenant to comply
with any statutes, regulations, ordinances or order of any governmental
authority, and from and against all costs, attorney fees, expenses and
liabilities incurred in or as a result of any such claim or action or
proceeding brought against Landlord by reason of any such claim.  Tenant, upon
notice from Landlord, covenants to resist or defend such action or proceeding
by legal counsel reasonably satisfactory to Landlord.


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     Tenant will defend, indemnify, and save Landlord harmless from and against
any and all claims, actions, lawsuits, damages, liability, and expense
(including, without limitation, attorneys' fees) arising from loss, damage, or
injury to persons or property occurring in, on, or about the Demised Premises,
arising out of the Demised Premises, or occasioned wholly or in part by any act
or omission of Tenant, Tenant's agents, contractors, customers or employees.

                 (c)      All property kept, stored or maintained on the
Premises shall be so kept, stored or maintained at the risk of the Tenant only,
and the Landlord shall not be liable for any loss or damage to the Tenant of
its property.

         15.     Insurance:

                 (a)      Tenant Insurance:  Tenant covenants and agrees that
from and after the delivery of the Premises from Landlord to Tenant, Tenant
will carry and maintain, at its sole cost and expense, the following types of
insurance, the amounts specified and in the form hereinafter provided for:

                          (i)     Public Liability and Property Damage:  Public
                                  liability and property damage insurance with
                                  a combined single limit of One Million
                                  Dollars ($1,000,000.00) insuring against any
                                  and all liability of the insured with respect
                                  to said Premises or arising out of the
                                  maintenance, use or occupancy thereof.  All
                                  such bodily injury liability insurance and
                                  property damage liability insurance shall
                                  specifically insure the performance by Tenant
                                  of the


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                                  indemnity provisions as to liability for
                                  injury to or death of persons and injury or,
                                  damage to property in this Section contained.

                          (ii)    Tenant Improvements:  Tenant shall maintain
                                  casualty insurance on all of Tenant's
                                  leasehold improvements, trade fixtures,
                                  merchandise and personal property.  In
                                  addition, Tenant shall maintain fire and
                                  extended coverage insurance for Landlord's
                                  furniture provided for Tenant's use.
                                  Landlord has provided Tenant with a Schedule
                                  (Exhibit "D") listing the items to be insured
                                  which constitute Landlord's furniture
                                  hereunder.

                 (b)      Policy Form:  All policies of insurance provided for
herein shall be issued by insurance companies with general policyholders'
rating of not less than A and a financial rating of AAA as rated in the most
current available "Best's Insurance Reports", and qualified to do business in
the Commonwealth of Pennsylvania, and shall be issued in the names of Landlord,
Tenant and such other persons or firms as Landlord specifies from time to time.
Insurance provided by Tenant pursuant to Section (a) above and covering
Landlord's furniture, as described in (a)(ii) shall name Landlord as insured.
Executed copies of such policies of insurance or certificates hereof shall be
delivered to the Landlord not later than ten (10) days before delivery of
possession of the Premises to Tenant and thereafter no less than thirty (30)
days prior to the expiration of the term of such policy.  All


                                       20
<PAGE>   21
public liability and property damage policies shall contain a provision that
the Landlord, although named as an insured, shall nevertheless be entitled to
recovery under said policies for any loss occasioned to it, its servants,
agents and employees by reason of the negligence of the Tenant.  As often as
any such policy shall expire or terminate, renewal or additional policies shall
be procured and maintained by the Tenant in like manner and to like extent.
All policies of insurance delivered to the Landlord must contain a provision
that the company writing said policy will give to the Landlord twenty (20)
days' notice in writing in advance of any cancellation or lapse or the
effective date of any reduction in the amounts of insurance.  All public
liability, property damage and other casualty policies shall be written as
primary policies, not contributing with and not in excess of coverage which the
Landlord may carry.

                 (c)      Failure of Tenant to Obtain:  In the event that
Tenant fails to procure and/or maintain any insurance required herein and for
Landlord's furniture pursuant to (a)(ii) above, or fails to carry insurance
required by law or governmental regulation, Landlord may (but without
obligation to do so) at any time or from time to time, and without notice,
procure such insurance in which event Tenant shall repay the Landlord all sums
so paid by Landlord, together with interest thereon as provided herein, and any
incidental costs or expenses incurred by Landlord in connection therewith,
within ten (10) days following Landlord's written demand to Tenant for such
payment.


                                       21
<PAGE>   22
         16.     Waiver of Subrogation:  Each party waives rights of
subrogation against the other with respect to any insured risks to the extent
such waiver does not invalidate such insurance or reduce the proceeds.

         17.     Fire Insurance:  Landlord shall procure and maintain in full
force and effect non-assessable fire insurance policies, which insurance all
include protection against those occurrences covered by standard "extended
coverage" clause.  Such policies shall name Landlord as the insured.  In the
event of loss, insurance proceeds shall be held in escrow by Landlord's
mortgagee, if any, and otherwise by an escrow agent selected by Landlord
pending repair of the damages by Landlord, and upon completion the proceeds
shall be paid to Landlord or paid to Landlord's mortgagee if required by it.
In the event Landlord or Tenant elects to terminate the Lease as herein
provided, insurance proceeds shall be paid immediately to Landlord or its
mortgagee if required by it.

         18.     Trade Fixtures:  All improvements made by Tenant to the
premises which are so attached to the premises that they cannot be removed
without material injury to the premises, shall become the property of Landlord
upon installation.  Not later than the last day of the term, Tenant shall, at
Tenant's expense, remove all of Tenant's personal property and those
improvements made by Tenant which have not become the property of Landlord,
including trade fixtures, cabinetwork, movable paneling, partitions, and the
like; repair all injury done by or in connection with the installation or
removal of such property and improvements; and surrender the premises in as
good condition as they were at the beginning of


                                       22
<PAGE>   23
the term, reasonable wear, and damage by fire, the elements, casualty, or other
cause not due to the misuse or neglect by Tenant or Tenant's agents, employees,
visitors, or licensees, excepted.  All property of Tenant remaining on the
premises after the last day of the term of this Lease shall be conclusively
deemed abandoned and may be removed by Landlord, and Tenant shall reimburse
Landlord for the cost of such removal.

         19.     Abandonment:  Tenant shall not, without first obtaining the
written consent of Landlord, abandon the premises, or allow the premises to
become vacant or deserted.

         20.     Condemnation:  If the premises or the building or any material
part of either shall be condemned by any governmental body or by any other body
or organization possessing the power of condemnation for public use, then and
in that event, upon the vesting of title to the same for such public use, this
Lease shall terminate, anything herein contained to the contrary
notwithstanding, except that Tenant shall have the right to prove and collect
the value of the Tenant's Property installed by it, including moving expenses.
In the event of the taking through eminent domain of all, or any portion, of
the Premises, the Landlord shall notify the Tenant in writing of such taking.
In the event of such termination of this Lease, all rent paid in advance shall
be apportioned and refunded to Tenant as of the date of such termination.
Notwithstanding the foregoing, if only a part of the premises shall be so taken
and the part not so taken shall be sufficient for the operation of the Tenant's
business, Tenant, at its election, may retain the part not so taken and


                                       23
<PAGE>   24
there shall be a proportional reduction in the rent.  All compensation awarded
or paid upon such a total or partial taking of the premises shall belong to and
be the property of the Landlord without any participation by the Tenant,
provided however, that nothing contained herein shall be construed to preclude
the Tenant from prosecuting any claim directly against the condemning authority
in such condemnation proceedings for loss of business, or depreciation to,
damage to, or cost of removal of, or for the value of stock, Tenant's Property,
furniture, and other personal property belonging to the Tenant; provided,
however, that no such claim shall diminish or otherwise adversely affect the
Landlord's award or the award of any mortgagee.  Except to the extent that any
obligation of either party incurred or resulting from the Lease prior to
termination hereunder remains to be fulfilled following termination hereunder,
this Lease shall terminate and all rights and responsibilities of the parties
shall cease.

         21.     Sublease:  The Tenant shall not have the right to sell,
assign, transfer, mortgage, pledge, sublease or sublet the Premises without the
Landlord's prior written consent.  In the event that the Tenant proposes to
sublease or sublet the Premises or any portion thereof, Tenant shall give to
Landlord its written notice which notice shall set forth (i) the identity,
business and financial condition of the proposed sub-tenant, (ii) the terms and
conditions of the proposed sublease, (iii) any other relevant information
requested by Landlord and (iv) an offer by Tenant and proposed sub-tenant for
the release of Tenant from this Lease and the establishment of the
Landlord-Tenant relationship between landlord and proposed


                                       24
<PAGE>   25
Sub-Tenant under the terms and conditions of the proposed sublease. Landlord
shall have the right to (a) withhold consent, if reasonable, (b) to grant
consent (in which case Tenant and Landlord shall divide equally any increase in
rent net of leasing commission, build-out expenses and attorneys' fees), or (c)
to release Tenant from this Lease and accept the offer of the proposed
sub-tenant to establish the Landlord-Tenant relationship between Landlord and
proposed Sub-Tenant under the terms and conditions of the proposed sublease. In
the event that the proposed sublease is of a portion of the Premises, and
Landlord consents to the sublease, the rent in this Lease shall be prorated
between the portion proposed to be subleased and the balance of the Premises on
a square foot basis.

         Tenant shall pay all of Landlord's cost and expense (including
reasonable attorneys' fees) in connection with any proposed subletting or
assignment.

         22.     Quiet Enjoyment:  Landlord and Tenant agree to permit the
other quiet and peaceable enjoyment and possession of their respective portions
of the premises, free from interference or interruption of the other or any
person claiming under or through each of them.

         23.     Surrender at Lease Termination:  The Tenant shall, upon the
termination of the Term of this Lease and subject to the provisions for renewal
of the lease terms set forth in Paragraph 45, surrender to the Landlord the
Premises and all building apparatus, machinery, equipment and fixtures situated
thereon, except items which may be removed hereunder.  All alterations,
improvements, and other additions which may be made or installed by either
party to, in, upon, or


                                       25
<PAGE>   26
about the Premises shall either be removed by Tenant or become the property of
the Landlord as the Landlord may elect and if Landlord elects to keep the same
they shall be surrendered to the Landlord by the Tenant without any damage,
injury or disturbance thereto, or payment therefor, and otherwise Tenant shall
repair any damage caused by removal.

         24.     Default:  The occurrence of any of the following shall
constitute a material default and breach of this Lease by Tenant:

                 (a)      The vacation or abandonment of the premises by Tenant
not caused by condemnation, fire or other casualty;

                 (b)      A failure by Tenant to pay, when due, any installment
of rent hereunder or any such other sum herein required to be paid by Tenant
where such failure continues for ten (10) days after written notice thereof
from Landlord is received by Tenant; provided that Landlord shall not be
required to give such notice more than twice in any twelve-month period;

                 (c)      A failure by Tenant to observe and perform any other
terms or conditions of this Lease to be observed or performed by Tenant, where
such failure continued for thirty (30) days after written notice thereof from
Landlord to Tenant, provided however, that if the nature of the default is such
that the same cannot reasonably be cured within such period, Tenant shall not
be deemed to be in default if within such period Tenant shall commence such
cure and thereafter diligently prosecute the same to completion;


                                       26
<PAGE>   27
                 (d)      The making by Tenant of any assignment for the
benefit of creditors; the adjudication that Tenant is bankrupt, insolvent, or
unable to pay its debts; the filing by or against Tenant of a petition to have
Tenant adjudged a bankrupt or a petition for reorganization or arrangement
under any law relating to bankruptcy (unless, in the case of a petition filed
against Tenant, the same is dismissed within sixty (60) days after the filing
thereof); the appointment of a trustee or receiver to take possession of
substantially all of Tenant's assets located in the premises or of Tenant's
interest in this Lease (unless possession is restored to Tenant within thirty
(30) days after such appointment); or the attachment, execution or levy
against, or other judicial seizure of, substantially all of Tenant's assets
located in the premises or of Tenant's interest in this Lease (unless the same
is discharged within thirty (30) days after issuance thereof).

         25.     Remedies:  Upon the occurrence of any event of default, as
defined above, Landlord shall be entitled, at its sole discretion, to pursue
all available remedies at law or equity, including but not limited to the
following:

                 (a)      Landlord may perform for the account of Tenant any
such default of Tenant upon ten (10) days written notice and immediately
recover as additional rent any expenditures made and the amount of any
obligations incurred in connection therewith;

                 (b)      Landlord may accelerate all rent and additional rent
due for the balance of the lease term and declare the same to be immediately
due and payable;


                                       27
<PAGE>   28
                 (c)      Landlord, at its option, may serve notice upon Tenant
that this Lease and the then unexpired term hereof shall cease and expire and
become absolutely void on the date specified in such notice, to be not less
than ten (10) days after the date of Tenant's receipt of such notice without
any right on the part of the Tenant to save the forfeiture by payment of any
sum due or by the performance of any term or condition broken; and, thereupon
and at the expiration of the time limit in such notice, this Lease and the term
hereof, as well as the right, title and interest of the Tenant hereunder, shall
wholly cease and expire and become void in the same manner and with the same
force and effect (except as to Tenant's liability) as if the date fixed in such
notice were the date herein granted for expiration of the term of this Lease.
Thereupon, Tenant shall immediately quit and surrender to Landlord the
premises, and Landlord may enter into and repossess the premises by summary
proceedings, detainer, ejectment or otherwise and remove all occupants thereof
and, at Landlord's option, any property thereon.  No such expiration or
termination of this Lease shall relieve Tenant of its liability and obligations
under this Lease, whether or not the premises shall be relet;

                 (d)      Landlord may, at any time after the occurrence of any
event of default, re-enter and repossess the premises and any part thereof and
attempt in its own name, as agent for Tenant if this Lease not be terminated or
in its own behalf if' this Lease be terminated, to relet all or any part of the
premises for and upon such terms and to such persons and for such period or
periods as Landlord, in its sole discretion, shall determine, including the
term beyond the termination of this


                                       28
<PAGE>   29
Lease; and Landlord shall not be required to accept any tenant offered by
Tenant or observe any instruction given by Tenant about such reletting.  For
the purpose of such reletting, Landlord may decorate or make repairs, changes,
alterations or additions in or to the premises to the extent deemed by Landlord
desirable or convenient; and the cost of such decoration, repairs, changes,
alterations or additions shall be charged to and be payable by Tenant as
additional rent hereunder, as well as any reasonable brokerage and attorneys'
fees expended by Landlord; and any sums collected by Landlord from any new
tenant obtained on account of the Tenant shall be credited against the balance
of the rent due hereunder as aforesaid.  Tenant shall pay to Landlord monthly,
on the days when the rent would have been payable under this Lease, the amount
due hereunder less the amount obtained by Landlord from such new tenant;

                 (e)      Landlord shall have the right of injunction, in the
event of a breach or threatened breach by Tenant of any of the terms and
conditions hereof, to restrain the same and the right to invoke any remedy
allowed by law or in equity, whether or not other remedies, indemnity or
reimbursements are herein provided.  The rights and remedies given to Landlord
in this Lease are distinct, separate and cumulative remedies; and no one of
them, whether or not exercised by Landlord, shall be deemed to be an exclusion
of any of the others.

                 (f)      In addition to the other rights and remedies provided
herein, in the event of any default of Tenant, any Prothonotary or attorney of
any court of record may appear for Tenant in amicable actions for rent in
arrears or treated as if


                                       29
<PAGE>   30
in arrears and charges, whether or not payable as rent, and sign for Tenant an
agreement for entering in any competent court an amicable action or actions in
assumpsit for the recovery of arrears of rent and rent treated as if in
arrears, and the said charges, and in any suits or in said amicable actions to
confess judgment against Tenant for all arrears of rent and rent treated as if
in arrears and the said charges, and for interest and costs, together with
reasonable attorney's fees.  Such authority shall not be exhausted by one
exercise thereof, but judgment may be confessed from time to time as often as
any rent in arrears or rent treated as if in arrears or charges fall due and
are not paid.  Such powers may be exercised during, as well as after, the
expiration or termination of the original term and during, and at any time,
after an extension or renewal of the term.  When this Lease shall be terminated
by covenant or condition broken, either during the original term or any renewal
or extension thereof, and also when and after the term hereby created or, any
renewal or extension thereof shall have expired, it shall be lawful for any
attorney of any court of record as attorney for Tenant to file an agreement for
entering in any competent court an amicable action for judgment in ejectment
against Tenant and all persons claiming under Tenant for the recovery by
Landlord of possession of the premises, for which this lease shall be its
sufficient warrant, whereupon if Landlord so desires, a writ of possession may
issue forthwith, without any prior writ or proceedings whatsoever, it shall be
cancelled or suspended and possession of the premises remains in or is restored
by Tenant, Landlord shall have the right upon any subsequent default or upon
the expiration or termination of this


                                       30
<PAGE>   31
Lease, or any renewal or extension hereof, to bring one or more amicable
actions in ejectment as hereinbefore set forth to recover possession of the
premises.  In any amicable action in ejectment, or in assumpsit for rent or
charges, Landlord shall cause to be filed in such action an affidavit setting
forth the facts necessary to authorize the entry of judgment and if a true copy
of this Lease (and of the truth of the copy such affidavit shall be sufficient
proof) be filed in such action, it shall not be necessary to file the original
as a warrant of attorney, any law, rule of court, custom or practice to the
contrary notwithstanding.  Tenant expressly releases to Landlord, and to any
and all attorneys who may appear for Tenant, all errors in the said
proceedings, and all liability therefor.  Tenant expressly waives the benefits
of all laws, now or hereafter in force, exempting any goods within the premises
or elsewhere from distraint, levy or sale;

                 (g)      Any other right or remedy available to Landlord at
law or equity.

         26.     Ejectment:  When this Lease shall be terminated by condition
broken, either during the original term of this Lease or any renewal or
extension, and also when and as soon as the term hereby created or any
extension shall have expired, it shall be lawful for any attorney as attorney
for Tenant to file an agreement for entering in a competent court an amicable
action and judgment in ejectment against Tenant and all persons claiming under
Tenant for the recovery by Landlord of possession of the Demised Premises, for
which this Lease shall be its sufficient warrant, whereupon, if Landlord so
desires, a writ of possession may issue, without


                                       31
<PAGE>   32
any prior proceedings whatsoever, and provided that if for any reason after
such action shall have been commenced the same shall be determined and the
possession of the premises hereby demised remain in or be restored to Tenant.
Landlord shall have the right upon any subsequent default or defaults, or upon
the termination of this Lease, to bring one or more amicable action or actions
to recover possession of the said premises.

         27.     Affidavit of Default:  In any amicable action of ejectment
and/or for rent in arrears, Landlord shall first cause to be filed in such
action an affidavit made by it or someone acting for it setting forth the facts
necessary to authorize the entry of judgment, of which facts such affidavit
shall be conclusive evidence, and if a true copy of this Lease (and of the
truth of the copy of such affidavit shall be sufficient evidence) be filed in
such action, it shall not be necessary to file the original as a warrant of
attorney, any rule of Court, custom or practice to the contrary.

         28.     Waivers by Tenant of Errors,  Right of Appeal,  Stay
Exemption, Inquisition:  If proceedings shall be commenced by Landlord to
recover possession under the Acts of Assembly, either at the end of the term or
sooner termination of this Lease, or for nonpayment of rent or any other
reason, Tenant specifically waives the right to the three months' notice,
and/or the fifteen or thirty days' notice required by the Pennsylvania Landlord
and Tenant Act of 1951, as amended, and agrees that five days' notice shall be
sufficient in either or any such case.


                                       32
<PAGE>   33
         29.     Right of Landlord to Cure Tenant's Default.  If Tenant
defaults in the making of any payment or in the doing of any act herein
required to be made or done by Tenant, then Landlord may, but shall not be
required to, make such payment or do such act, and charge the amount of the
expense thereof, if made or done by Landlord, with interest thereon at the rate
per annum which is three percent (3%) greater than the prime rate then in
effect at Corestates Bank, in Lancaster, Pennsylvania, from the date paid by
Landlord to the date of payment thereof by Tenant; provided, however, that
nothing herein contained shall be construed or implemented in such a manner to
allow Landlord to charge or receive interest in excess of the maximum legal
rate then allowed by law.  Such payment and interest shall constitute
additional rent hereunder due and payable with the next monthly installment of
rent, but the making of such payment or the taking of such action by Landlord
shall not operate to cure such default or to stop Landlord from the pursuit of
any remedy to which Landlord would otherwise be entitled.

         30.     Late Payments:  If Tenant fails to pay any installment of rent
(in accordance with Paragraph 3) by the twenty-fifth (25th) day of the calendar
month, or ten (10) days after such installment has become due and payable,
Tenant shall pay to Landlord a late charge of five percent (5%) of the amount
of such installment if paid before the first of the next month; thereafter,
such unpaid installment shall bear interest at the rate per annum which is
three percent (3%) greater than the prime rate then in effect at Corestates
Bank, in Lancaster, Pennsylvania, from the date such installment becomes due
and payable to the date of payment thereof by


                                       33
<PAGE>   34
Tenant; provided, however, that nothing herein contained shall be construed or
implemented in such a manner as to allow Landlord to charge or receive interest
in excess of the maximum legal rate then allowed by law.  Such late charge and
interest shall constitute additional rent hereunder due and payable with the
next monthly installment of rent.

         31.     Remedies Cumulative:  All of the remedies herein given to
Landlord and all rights and remedies given to it by law and equity shall be
cumulative and concurrent.  No termination of this Lease or taking or
recovering of the premises shall deprive Landlord of any of its remedies or
actions against the Tenant for rent due at the time or which, under its terms,
would in the future become due as if there had been no termination, or for sums
due at the time or which, under its terms, would in the future become due as if
there had been no termination, nor shall the bringing of any action for rent or
breach of covenant, or the resort to any other remedy herein for the recovery
of rent be construed as waiver of the right to obtain possession of the
premises.

         32.     Non-Disturbance:

                 (a)      Offset Statement:  Within ten days after request
therefore by Landlord, or in the event that upon any sale, assignment or
hypothecation of the Property and/or the Land thereunder by Landlord, an offset
statement shall be required from Tenant; Tenant agrees to deliver in recordable
form a certificate to any proposed mortgagee or purchaser, or to Landlord,
certifying (if such be the case)


                                       34
<PAGE>   35
that this Lease is in full force and effect and that there are no defenses or
offsets thereto, or stating those claimed by Tenant.

                 (b)      Attornment:  Tenant shall, at the request of any
first mortgagee or purchaser of the Premises attorn to such mortgagee or
purchaser.

                 (c)      Subordination:  Tenant's rights hereunder are
subordinate to the lien of any mortgage or mortgages, or the lien resulting
from any other method of financing or refinancing, now or hereafter in force
against the land and/or buildings hereafter placed upon the land of which the
premises are a part, and to all advances made or hereunder to be made upon the
security thereof.  Regardless of the self-operating provision of this
Paragraph, if a prospective mortgagee requests the Tenant to sign a
subordination agreement, the Tenant shall do so promptly.

                 (d)      Limited Attorney-in-Fact:  In the event Tenant fails
to execute such instruments or certificates to carry out the intent of this
Paragraph within fifteen (15) days of Landlord's written request to execute
such instruments or certificates, then Tenant hereby irrevocably appoints
Landlord as Attorney-in-Fact for Tenant with full power and authority to
execute and deliver in the name of the Tenant any such instruments or
certificates.

                 (e)      No Mortgage:  Landlord represents to Tenant that as
of the date of this Lease, there is no mortgage related to premises.  Although
no mortgage is planned, Landlord reserves its rights to enter a mortgage
relationship subject to the terms herein.


                                       35
<PAGE>   36
         33.     Security Deposit:  Landlord acknowledges that Tenant has
deposited with Landlord on the signing of this Lease the sum of $43,000.00, as
security for the performance of Tenant's obligations under this Lease,
including without limitation the surrender of possession of the premises to
Landlord as herein provided.  If Landlord applies any part of the deposit to
cure any default of Tenant, Tenant shall on demand deposit with Landlord the
amount so applied so that Landlord shall have the full deposit on hand at all
times during the term of this Lease with the balance to be returned to Landlord
within thirty (30) days of complete vacancy.

         34.     Attorneys' Fees:

                 (a)      Waiver of Trial by Jury:  It is mutually agreed by
and between Landlord and Tenant that the respective parties hereto shall and
they hereby do waive trial by jury in any action, proceeding or counterclaim
brought by either of the parties hereto against the other on any matter
whatsoever arising out of or in any way connected with this Lease, the
relationship of Landlord and Tenant, Tenant's use of or occupancy of the
Premises and/or any claim of injury or damage and any emergency or any other
statutory remedy.  It is further mutually agreed that in the event Landlord
commences any summary proceeding for non-payment of rent, Tenant will not
interpose any counterclaim of whatever nature or description in any such
proceeding.

                 (b)      In case suit should be brought for recovery of the
premises, or for any sum due hereunder, or because of any act which may arise
out of the possession of the premises, by either party, the prevailing party
shall be entitled to


                                       36
<PAGE>   37
all costs incurred in connection with such action, including reasonable
attorneys' fees.

         35.     Landlord Right of Entry:  Landlord shall have the right,
during the last six (6) months of the Lease Term, to display a sign indicating
that the Premises are "Available." During said period, interested persons shall
be admitted at reasonable hours of the day to view the Premises.  Landlord
shall provide reasonable advance notice except in case of emergency and be
accompanied by tenant's authorized agent.

         36.     Change in Ownership:  Tenant agrees that in the event that the
Premises is sold, or in the event of any change of legal title or equitable
ownership, that all obligations herein undertaken by Landlord, including but
not limited to the obligation for the return of any security deposit paid
hereunder, shall be transferred to such purchaser or assignee, and in such
event all of Landlord's obligations shall terminate and Landlord shall be
released and relieved from all liability and responsibility to Tenant hereunder
arising subsequent to the transfer of title and Tenant shall look solely to
such purchaser or assignee for the performance of said obligations or for the
enforcement thereof.  Each purchaser or assignee shall in turn have like
privileges of sale, assignment and release.

         37.     Successors and Assigns:  This Lease shall inure to the benefit
of and shall bind the heirs, successors and assigns of the parties to the
extent that the parties' rights hereunder may succeed and be assigned according
to the terms hereof.


                                       37
<PAGE>   38
         38.     Descriptive Headings:  The descriptive headings of the several
paragraphs hereof are inserted for convenience only and shall not control or
affect the meaning or construction of any of its provisions.

         39.     Tenant's Estoppel:  Tenant shall, from time to time, on not
less than ten (10) days' prior written request by Landlord, execute,
acknowledge, and deliver to Landlord a written statement certifying that the
Lease is unmodified and in full force and effect, or that the Lease is in full
force and effect as modified and listing the instruments of modification; the
dates to which the rents and other charges have been paid; and whether or not
to the best of Tenant's knowledge Landlord is in default hereunder and, if so,
specifying the nature of the default.  It is intended that any such statement
delivered pursuant to this section may be relied upon by a prospective
purchaser of Landlord's interest or mortgagee of Landlord's interest or
assignee of any mortgage upon Landlord's interest in the building.

         40.     Notice:  All notices required to be given by Landlord to
Tenant and by Tenant to Landlord must be given by certified mail, addressed as
follows:

         TO LANDLORD:

                 Pennsylvania Dental Service Corporation
                 d/b/a Delta Dental of Pennsylvania
                 One Delta Drive
                 Mechanicsburg, PA 17055

         TO TENANT:

                 MindSpring Enterprises, Inc.
                 1430 West Peachtree Street
                 Suite 400
                 Atlanta, GA 30309


                                       38
<PAGE>   39
         As against Landlord the only admissible evidence that notice has been
given by Tenant shall be a certified return receipt signed by Landlord or its
agent.

         41.  Complete Agreement:  It is expressly understood and agreed by and
between the parties that this Lease and any riders attached to it and forming a
part of it set forth all the promises, agreements, conditions and
understandings between Landlord and Tenant relative to the Demised Premises,
and that there are no promises, agreements, conditions or understandings,
either oral or written, between them other than as are set forth herein.  It is
further understood and agreed that, except as otherwise provided, no subsequent
alteration, amendment, change or addition to this Lease shall be binding upon
Landlord or Tenant unless reduced to writing and signed by them.

         42.  Miscellaneous:

         (a) This Agreement shall be construed under and in accordance with the
laws of the Commonwealth of Pennsylvania, and all obligations of the parties
created hereunder are performable in Cumberland County, Pennsylvania.

         (b) In case any one or more of the provisions contained in this Lease
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provision thereof and this Lease shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein.

         (c) Any headings preceding the text of the paragraphs and
subparagraphs of this Agreement are inserted solely for convenience or
reference and shall not


                                       39
<PAGE>   40
constitute a part of this Lease, nor shall they affect its meaning,
construction, or effect.

         43.     Tenant Right of First Refusal:  If Landlord, during the Lease
Term, or any extension or renewal thereof, receives a bona fide offer to
purchase the Demised Premises from any party other than Tenant, Landlord shall
give notice in writing to Tenant and Tenant shall have the right and privilege,
at any time within thirty (30) days from receipt of such written notice, of
submitting a written purchase offer for the Demised Premises on the same terms
and conditions of such purchase offer, provided that closing shall be held
within a reasonable time, not to exceed sixty (60) days.  If Tenant fails to
meet such bona fide offer within thirty (30) days after notice thereof from
Landlord, Landlord may sell the premises or a portion thereof to such third
person in accordance with the terms and conditions of the purchase offer.

         Should Tenant fail or refuse to exercise the right of first refusal
above granted within thirty (30) days and for any reason whatsoever the sale to
such other party not be consummated, the right of first refusal of the Tenant
as herein agreed upon, shall continue in the same manner until November 15,
1999.

         Should the premises be sold to any party other than Tenant (upon
Tenant's failure or refusal to exercise the privilege above granted), the sale
shall in no way affect this lease and shall be made subject to the terms
hereof.

         44.     Leasehold Furnishings:  Landlord agrees that Tenant shall have
the right to use any personal property or furnishings of Landlord located on
the Leased Premises, including office furnishings, equipment and moveable
office partitions.  A


                                       40
<PAGE>   41
schedule of the Landlord-provided leasehold furnishings is attached hereto as
Exhibit "D".  Tenant shall be entitled to change the configuration of the
office partitions, subject, however, to the prior approval of Landlord which
shall not be unreasonably withheld, conditioned or delayed.  Tenant agrees to
reimburse Landlord for any damage or destruction of Landlord's personal
property, except for customary wear and tear.  Tenant further agrees that it
shall not pledge, assign or encumber any personal property belonging to
Landlord during Tenant's occupancy of the Leased Premises.

         45.     Renewal of Terms:  Unless either party shall give to the other
written notice for removal at least ninety (90) days prior to the expiration of
the Lease Term, the Lease shall continue, upon the terms and conditions then in
force, including the rent payable, on a month-to-month basis until terminated
by either party giving to the other at least ninety (90) days' written notice
of removal prior to the expiration of the then current term or renewed by
mutual agreement of the parties on such terms and conditions as they shall
determine.

         46.     Holding Over:  Subject to the provisions of Paragraph 45
above, in the event that Tenant shall not immediately surrender the Premises on
the date of expiration of the term hereof, Tenant shall, by virtue of the
provisions hereof, become a tenant by the month at the monthly rent in effect
on the date of expiration, which said monthly tenancy shall commence with the
first day next after the expiration of the term of this Lease.  Tenant, as a
monthly tenant, shall be subject to all of the terms, conditions, covenants and
agreements of this Lease.


                                       41
<PAGE>   42
Tenant shall give to Landlord at least ninety (90) days written notice of any
intention to quit the Premises, and Tenant shall be entitled to ninety (90)
days written notice to quit the Premises, unless Tenant is in default
hereunder, in which event Tenant shall not be entitled to any notice to quit,
the usual ninety (90) days notice to quit being hereby expressly waived.  In
the event that Tenant shall hold over after the expiration of the term of this
Lease, and if Landlord shall desire to regain possession of the Premises
promptly at the expiration of the term of this Lease, then at any time prior to
landlord's acceptance of rent from Tenant as a monthly tenant hereunder,
Landlord, at its option, may forthwith re-enter and take possession of the
Premises without process, or by any legal process in force in the State of
Pennsylvania.

         IN WITNESS WHEREOF, and intending to be legally bound hereby, the
undersigned Landlord and Tenant execute this Agreement on the day, month and
year first above written.

<TABLE>
<S>                                     <C>
ATTEST:                                 LANDLORD:
                                        Pennsylvania Dental Service Corporation,
                                        D/B/A Delta Dental of Pennsylvania


[signature illegible]                   By       [signature illegible]
--------------------------------          --------------------------------------


ATTEST:                                 TENANT:
                                        MindSpring Enterprises, Inc.


[signature illegible]                   By       /s/Michael Misikoff, CFO
--------------------------------          --------------------------------------
</TABLE>


                                       42
<PAGE>   43



                                   EXHIBIT A

Contiguous land for parking expansion, subject to approval of Fairview
Township.

                                     [MAP]

<PAGE>   44

                                   EXHIBIT B

                             RULES AND REGULATIONS

1.       No awnings or other projections shall be attached to the outside walls
         or windows of the building.  No curtains, blinds, shades, or screens
         shall be attached to or hung in, or used in connection with, any
         window or door of the space demised to any Tenant other than those
         specified or supplied by Landlord.  In the event such shades or
         screens are specified or supplied by Landlord, removal of same at any
         time will be prohibited.

2.       Tenant shall not mark, paper, paint, bore into, make any alterations
         or additions to, or in any way deface any part, including equipment
         and fixtures, of the leased space or the building of which it forms a
         part, without the prior written consent of Landlord.  Tenant
         specifically agrees not to use tape or add picture hangers or nails on
         the interior walls to hang items on the walls.  Landlord does not
         object to the Tenants using existing hardware for that purpose.

3.       Neither the whole nor any part of the space demised to Tenant shall be
         used for manufacturing, without prior written approval from the
         landlord, or for the sale at auction of merchandise, goods, or
         property.

4.       No animals of any kind shall be brought into or kept about the
         building by Tenant.

5.       Tenant shall not permit others to tie in to the water supply on the
         Premises without prior written consent of the Landlord.

<PAGE>   45
6.       Tenant shall not remove, alter or replace the building standard
         ceiling light diffusers in any portion of the leased space without the
         prior written consent of Landlord.

7.       Tenant shall immediately notify the Landlord of any serious breakage,
         or fire or disorder, which comes to its attention in the Premises.

8.       Tenant shall apply, at Tenants cost, such reasonable pest
         extermination measures as Tenant deems reasonably necessary.

9.       Tenant shall not burn any trash or garbage of any kind in or about the
         demised premises.

10.      Tenant will encourage its employees to respect the property and
         privacy of neighbors.


                                       2
<PAGE>   46

                                   EXHIBIT D

                                  DELTA DENTAL

                      OLD DEPOT ROAD, NEW CUMBERLAND, PA.

                       INVENTORY OF KNOLL EQUITY PRODUCT

<TABLE>
<CAPTION>
Product         Quantity

Panels
------
<S>             <C>
PA240              12
PA340              13
PA440              11
PA540               5
PA248              10
PA348              36
PA448               2
PA548              17
PA160               1
PA260              93
PA3060              2
PA360              72
PA460              37
PA560               7
CURVE 40"           5
Glaze-3'            2
Glaze-2'            1
Curve Glaze         6
EP60                8
PA3040             12
GLAZE 5'            1
1/2 GLAZE -4'       1
OPC2428             2
OPC3628             2
OPC2440             6
OPC3640             9
OPC4840             2
OPC6040             1
OPC2448            42
OPC3648            48
OPC4848            14
</TABLE>
                                  Page 1 of 5

<PAGE>   47

<TABLE>
<S>                      <C>
OPC6048                   32
OPC1260                    1
OPC2460                  115
OPC3060                   22
OPC4860                   69
OPC6060                    8
OPC2460                   26
OPC3660                   29
OPC4860                   22
OPC6060                    8
DOOR                     . 1
CURVE                      2
CURVE-GLAZED               4
EP60                      34
EP48                       2

Panel Connectors
----------------
PC40                      48
PC48                      63
PC60                     232
PC40/60                    6
PC48/60                    2
PC40/48/60                 1
PC40/48                    2
OPC28R                     4
OPC40                      9
OPC48                    182
OPC60                    326
OPC80                      6
OPC28/60                   1
OPC40/60                  13
OPC48/60                   4
OPC60/80                   2

Connector Caps
--------------
OCSR                     220
OCLR                     131
OCTR                      62
</TABLE>
                                  Page 2 of 5

<PAGE>   48

<TABLE>
<S>            <C>
OCX             17
PCPF             7
PCPFR          128
PCMF            15
OCA             22

Drawers
-------
DC22           148
DD22           178

Shelves
-------
CS36            37
CS48            12
CS60             4

Cabinets
--------
CFMA36          61
CFMA48          59
CFMA60           7
CFMA72           3
CFMD36           3
CFMD48           2

Electric
--------
NBI             10
NBIP             7
NTB            111
NCC24            4
NCC36           14
NCC48           13
NCC60           14
NCC72           31
NCC84          1 S
NCC96            8
NCC120          13
NCR30            2
</TABLE>
                                  Page 3 of 5

<PAGE>   49

<TABLE>
<S>             <C>
NCR36             1
OBI              14
O1M48H6           1
OlM60H6           3
OTB             120
OCC24             4
OCC36             3
OCC48             9
OCC60            11
OCC72            28
OCC84            25
OCC96             3
OCC108            3
OCF12             1
OCCC              2
OR1              91
OR2              32
OR3              21
OCR48             3
OCR60             1
OCC39             3
OCC42             1
OCC57             2
OCR30             7

Worksurfaces
------------
W224A             5
W320A            23
W324A            26
W420A            22
W424A            70
W524A            44
W530A            47
W624A            63
W724A            42
W824A             2
W36C24            9
W524CL            1
W524CR            1
</TABLE>
                                  Page 4 of 5

<PAGE>   50

<TABLE>
<S>            <C>
W624CL         2
W624CR         3
W724CR         1
W824CR         1
W924CL         1
W330A          1
NWR530         1
WM4CC          2
WM5CC          S
WM6CC          1
SQCC           1
CURCC          3
W224C          1
</TABLE>
                                  Page 5 of 5

<PAGE>   51

                                   EXHIBIT C

MINIMUM LAWN CARE AND SNOW REMOVAL REQUIREMENTS


    LAWN CARE:

       Established turf area on all properties are to be uniformly green during
the growing season and maintained, after cutting at a height of 2-3". Prior to
cutting, the grass is to reach a height of no more than 5-6".  Grass clippings
are to be removed frequently enough to maintain a thatch of no more than one
inch.

       All trees and shrubs are to be neatly trimmed and shaped yearly to
present a well groomed appearance.  Mulch beds are to be neatly edged, top
dressed annually with 2" of fresh mulch, and weed free.

    SNOW REMOVAL:

       All driveways and parking lots will be plowed if snow accumulates more
than two (2) inches.  An anti-skid material such as cinders or rice stone
should be applied to icy areas and inclines to reduce the risk of accidents The
use of salt (NaCL) is strictly prohibited on concrete sidewalks, and Tenant
shall be responsible for any damage from use of same.  Potassium Cloride is
suggested as an ice melting agent.  Tenant shall be responsible for sidewalks.
Landlord shall be responsible for parking lots and driveways.

<PAGE>   52

                                  EXHIBIT "E"

                                  IMPROVEMENTS

      1) Selective indoor painting
      2) Replace stair nosing
      3) Install exterior light near west exit
      4) Clean exterior window areas and wash exterior windows
      5) Paint exterior trim and select areas where needed
      6) Replace second floor carpeting