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                                                                    EXHIBIT 10.3

                       ONE CAPITAL CITY PLAZA OFFICE LEASE


                                     BETWEEN


                            ML - CAPITAL CITY, L.L.C.
                     (a Delaware limited liability company)
                                       and
                          LAKES - CAPITAL CITY, L.L.C.
                     (a Delaware limited liability company)

                              TOGETHER, AS LANDLORD


                                      -AND-


                              CTN MEDIA GROUP, INC.
                             (a Georgia corporation)

                                    AS TENANT

                         ==============================

                               DATED: JUNE 1, 2000

                                    PREMISES:

                           20,430 RENTABLE SQUARE FEET
                             15TH FLOOR - SUITE 1500
                             ONE CAPITAL CITY PLAZA
                                    BUCKHEAD
                             ATLANTA, GEORGIA 30326


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                             ONE CAPITAL CITY PLAZA
                                  OFFICE LEASE

         THIS ONE CAPITAL CITY PLAZA OFFICE LEASE (the "Lease") is made this 1st
day of June 2000, by and between ML - CAPITAL CITY, L.L.C., Delaware limited
liability company, and LAKES - CAPITAL CITY, L.L.C., a Delaware limited
liability company, (hereinafter together called "Landlord"), and CTN MEDIA
GROUP, INC., a Georgia corporation (hereinafter called "Tenant").

     1.   DEMISED PREMISES; USE.

          1.1. LETTING AND DEMISED PREMISES; USE. Landlord, for the term and
subject to the provisions and conditions hereof, leases to Tenant, and Tenant
rents from Landlord, the space (hereinafter referred to as the "Demised
Premises" and more particularly delineated on the floor plan attached hereto as
Exhibit "A" and made a part hereof) being, for purposes of the provisions hereof
20,430 rentable square feet, located on the 15th floor of the office building
(hereinafter referred to as the "Building") known as One Capital City Plaza, or
such other name as Landlord may from time to time designate, located at 3350
Peachtree Road, N.E., Buckhead, Atlanta, Georgia 30326, a legal description of
which is shown on Exhibit "B" attached hereto, and such Demised Premises shall
be used by Tenant only for general office purposes and associated incidental
uses and for no other purpose without the prior written consent of Landlord.

          1.2. PROJECT. Tenant acknowledges that the Building is or may become
part of an integrated, commercial real estate project (the "Project") including
another commercial building or buildings. Landlord reserves the right, in its
sole discretion, at any time and from time to time, to include the Building
within a Project and/or to expand and/or reduce the amount of ground and/or
improvements of which the Building and/or Project consists. Notwithstanding the
foregoing, Landlord covenants that the development of the Project will not
unreasonably interfere with Tenant's use or enjoyment of the Demised Premises or
the Building, in each case, subject to the provisions of this Lease.

          1.3. COMMON FACILITIES. Tenant and its agents, employees and invitees,
shall have the right to use, in common with all others granted such rights by
Landlord, in a proper and lawful manner, the common sidewalks and outdoor areas
on the land underlying the Building (the "Land"), the common entranceways,
lobbies and elevators furnishing access to the Demised Premises, and (if the
Demised Premises includes less than a full floor) the common lobbies, hallways
and toilet rooms on the floor on which the Demised Premises is located. Such use
shall be subject to the terms of this Lease and to such reasonable rules,
regulations, limitations and requirements as Landlord may from time to time
prescribe with respect thereto. To the extent Landlord is entitled to use the
same and to the extent Landlord is permitted to grant such rights to Tenant and
its agents, employees and invitees, the foregoing parties shall have the right
to use, in common with all others granted such rights, in a proper and lawful
manner, the common pedestrian sidewalks, access walks and other outdoor seating
and/or common pedestrian areas within the Project. Such use shall be subject to
(i) the terms of that certain Reciprocal Easement, Parking, Operating and
Covenant Agreement (the "REA"), dated as of August 20, 1998, by and between
Landlord and Two Capital

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City, L.L.C., (ii) the terms of this Lease, and (iii) such reasonable rules,
regulations, limitations and requirements as Landlord may from time to time
prescribe with respect thereto, including, without limitation, the
reservation of any particular parking spaces or parking areas for the
exclusive use of others within of the Project.

          1.4. RENTABLE SQUARE FEET. Tenant understands, acknowledges and agrees
(i) that the amount of rentable square feet set forth in Paragraph 1.1 above is
calculated based on certain assumptions, and (ii) that such amount of rentable
square feet is hereby accepted by Tenant for all purposes of this Lease,
including, without limitation, for purposes of determining minimum rent,
Tenant's Share of applicable items of Taxes and Operating Expenses, Tenant's
construction allowance, if any, and other items which are based upon the
computation of square footage.

     2.   TERM; COMMENCEMENT.

          2.1. DURATION. The term of this Lease shall commence (the
"Commencement Date") on the earlier of the following: (i) the later of (x)
September 1, 2000, or (y) the date of "Substantial Completion", as defined
below, of the Demised Premises, or (ii) the date on which Tenant shall take
possession of the Demised Premises or any part thereof, or (iii) the date on
which Tenant could have taken possession of the Demised Premises had Tenant not
delayed in its obligations to furnish Landlord plans and other drawings pursuant
to the requirements of Exhibit "F" attached hereto or otherwise caused a delay
in the Substantial Completion of the Demised Premises. Unless extended or sooner
terminated as herein provided, the term shall continue until, and shall expire
on, the expiration of sixty (60) months following the Commencement Date, or if
the Commencement Date is a date other than the first day of a month, then on the
expiration of sixty (60) months from the first day of the month following the
month in which the Commencement Date occurs.

          2.2. SUBSTANTIAL COMPLETION. The term "Substantial Completion" shall
mean that state of completion of the Demised Premises which will, except for any
improvements or work to be performed (or contracted for) by Tenant, allow Tenant
to utilize the Demised Premises for their intended purposes (including the
availability of required utility services) without material interference to the
customary business activities of Tenant by reason of the completion of
Landlord's work, all as more fully described in Paragraph 17 below and Exhibit
"F" attached hereto. The Demised Premises shall be deemed substantially complete
even though minor or insubstantial details of construction, mechanical
adjustment or decoration remain to be performed, the noncompletion of which does
not materially interfere with Tenant's use of the Demised Premises or the
conduct of its business therein.

          2.3. CONFIRMATION. When the Commencement Date of the term of this
Lease is established, Landlord and Tenant shall promptly execute and acknowledge
a Confirmation of Lease Term, in the form set forth in Exhibit "C" hereto,
containing the information set forth in Exhibit "C" and acknowledging the
Commencement Date and expiration date of the term hereof.

                  2.4. ACCEPTANCE OF WORK. On the Commencement Date of the term
of this Lease, it shall be presumed that all work theretofore performed by or on
behalf of Landlord was satisfactorily performed in accordance with, and meeting
the requirements of, this Lease. The


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foregoing presumption shall not apply, however, (i) to required work not
actually completed by Landlord and identified and described in a written
punch-list to be jointly prepared and initialed by Landlord and Tenant at or
about the date on which Tenant shall occupy the Demised Premises; (ii) to
deficiencies or inadequacies in the work which Tenant brings to Landlord's
attention in writing, with specificity, on or before the Commencement Date or
within ten (10) business days thereafter; or (iii) to defects discovered within
one (1) year from the Commencement Date which could not have been discovered by
Tenant within the time permitted under subparagraph 2.4(ii), by the exercise of
reasonable diligence (and all of the work so identified and described on the
punch-list or as timely brought to Landlord's attention as aforesaid which is
Landlord's responsibility shall be completed by Landlord with reasonable speed
and diligence).

     3.   MINIMUM RENT; INCREASES IN MINIMUM RENT; SECURITY DEPOSIT.

          3.1. AMOUNT AND PAYMENT. Minimum rent for the Demised Premises shall
accrue during the term as follows:

<TABLE>
<CAPTION>

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

Lease Period                   Annual Minimum Rent per      Annual Minimum Rent         Monthly Minimum Rent
                               Rentable Square Foot

------------------------------ ---------------------------- --------------------------- ----------------------------
------------------------------ ---------------------------- --------------------------- ----------------------------
<S>                            <C>                          <C>                         <C>

Commencement Date- End of      $25.00                       $510,750.00                 $42,562.50
the Twelfth Full Calendar
Month following the
Commencement Date
------------------------------ ---------------------------- --------------------------- ----------------------------
------------------------------ ---------------------------- --------------------------- ----------------------------

Month 13-24                    $26.31                       $537,564.36                 $44,797.03
------------------------------ ---------------------------- --------------------------- ----------------------------
------------------------------ ---------------------------- --------------------------- ----------------------------

Month 25-36                    $27.69                       $565,786.44                 $47,148.87
------------------------------ ---------------------------- --------------------------- ----------------------------
------------------------------ ---------------------------- --------------------------- ----------------------------

Month 37-48                    $29.15                       $595,490.28                 $49,624.19
------------------------------ ---------------------------- --------------------------- ----------------------------
------------------------------ ---------------------------- --------------------------- ----------------------------

Month 49-60                    $30.68                       $626,753.52                 $52,229.46
------------------------------ ---------------------------- --------------------------- ----------------------------

</TABLE>

Minimum rent shall be payable during the term hereof, in advance, in the monthly
installments as set forth above, without demand, offset, abatement, diminution
or reduction. The first installment to be payable upon the execution of this
Lease and subsequent installments to be payable on the first day of each
successive month of the term hereof following the first month of such term.

                  3.2. PARTIAL MONTH. If the term of this Lease begins on a day
other than the first day of a month, rent from such day until the first day of
the following month shall be prorated (based upon the number of days in the
month in which the term begins) and shall be payable, in arrears, on the first
day of the first full calendar month of the term hereof (and, in such event, the
installment of rent paid at execution hereof shall be applied to the rent due
for the first full calendar month of the term hereof).


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          3.3. ADDRESS FOR PAYMENT. All rent and other sums due to Landlord
hereunder shall be payable to TRC Operations, Inc.-Capital City, and sent to
Landlord c/o The Rubenstein Company, L.P., 4100 One Commerce Square, 2005 Market
Street, Philadelphia, Pennsylvania 19103, or to such other party or at such
other address as Landlord may designate, from time to time, by written notice to
Tenant.

          3.4. NON-WAIVER OF RIGHTS. If Landlord, at any time or times, shall
accept rent or any other sum due to it hereunder 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
hereunder.

          3.5. ADDITIONAL SUMS DUE; NO SET-OFF. All sums payable by Tenant under
this Lease, whether or not stated to be rent, minimum rent or additional rent,
shall be collectible by Landlord as rent, and upon default in payment thereof
Landlord shall have the same rights and remedies as for failure to pay rent
(without prejudice to any other right or remedy available therefor). All minimum
rent, additional rent and other sums payable by Tenant under this Lease shall be
paid, when due, without demand, offset, abatement, diminution or reduction.
Additional rent shall include all sums which may become due by reason of
Tenant's failure to comply with any of the terms, conditions and covenants of
the Lease to be kept and observed by Tenant and any and all damages, costs and
expenses (including without limitation thereto reasonable attorney fees) which
Landlord may suffer or incur by reason of any default of Tenant.

          3.6. PERSONAL PROPERTY AND OTHER TAXES. As additional rent and to the
extent not included in Taxes, Tenant shall pay monthly or otherwise when due,
whether collected by Landlord or collected directly by the governmental agency
assessing the same, any taxes imposed or calculated on Tenant's rent or with
respect to Tenant's use or occupancy of the Demised Premises or Tenant's
business or right to do business in the Demised Premises, including, without
limitation, a gross receipts tax or sales tax on rents or a business privilege
tax or use or occupancy tax, whether such tax exists at the date of this Lease
or is adopted hereafter during the term of this Lease or during any renewal or
extension thereof; but nothing herein shall require Tenant to pay any income,
estate, inheritance or franchise tax imposed upon Landlord. Without limiting the
foregoing, Tenant will pay promptly when due and in any event not later than
fifteen (15) days after receipt of a bill (whether such bill be submitted by
Landlord, the City of Atlanta or otherwise) all City of Atlanta and all other
state, county and local taxes and fees imposed upon the use and occupancy of the
Demised Premises. In addition to the foregoing, Tenant shall be responsible to
pay when due all taxes imposed upon all personal property of Tenant.

          3.7. SECURITY DEPOSIT. As additional security for the full and prompt
performance by Tenant of the terms and covenants of this Lease, Tenant shall
deliver to Landlord, together with Tenant's execution of this Lease, an
irrevocable negotiable letter of credit (an "LC"), issued by and drawn on a
bank, trust company or nationally recognized brokerage house reasonably approved
by Landlord (such bank, trust company or nationally recognized brokerage house
is referred to as the "Issuer"), in form and content reasonably acceptable to
Landlord, for the benefit of Landlord, in the sum of One Hundred Twenty Five
Thousand and 00/100 Dollars ($125,000.00)(the "Security Deposit"). Such LC shall
be for one year and renewed by Tenant each year of the term of the Lease (or, to
the extent Tenant is able to acquire an LC with a multiple year


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term, Tenant may satisfy its obligation hereunder with an LC having a multiple
year term) (a renewed or subsequent multiple year LC is hereinafter defined as a
"Substitute LC"). Each Substitute LC shall satisfy all of the requirements for
the initial LC and shall be delivered to Landlord at least thirty (30) days
before the expiration of the then current LC. Tenant's failure to present the
Substitute LC as required by and on or before the date required in the
immediately preceding sentence shall constitute an Event of Default and Landlord
shall be entitled, without further notice, to present the existing LC for
payment. Tenant's obligation to provide and maintain the Security Deposit
hereunder shall expire thirty (30) days after the expiration of the term of the
Lease or in the event of a holdover, the expiration of the holdover period. In
the event the LC is presented for payment, which is permissible only upon the
occurrence of an Event of Default as hereafter defined, Landlord shall hold the
amount of money received upon presentment as security for this Lease in a
separate escrow account which shall not constitute rent for any month (unless so
applied by Landlord on account of Tenant's default). If the LC has been
converted into a cash Security Deposit, Tenant shall, upon demand, restore any
portion of the Security Deposit which may be applied by Landlord, after notice
to Tenant, to the cure of any default by Tenant hereunder. To the extent that
Landlord has not applied the Security Deposit on account of a default, the
Security Deposit shall be returned (without interest) to Tenant promptly after
the expiration of this Lease and the full performance of Tenant hereunder
(including, without limitation, any payment due by Tenant as a result of a
reconciliation of Tenant's additional rent obligations). Until returned to
Tenant after the expiration of the Lease and the full performance of Tenant
hereunder, the Security Deposit shall remain the property of Landlord.
Furthermore, Tenant's failure to provide a Substitute LC from an Issuer
satisfactory to Landlord within fifteen (15) business days after an Insolvency
Event (as defined below) involving the Issuer of the then-current LC shall
constitute an Event of Default and Landlord shall be entitled, without notice,
to present the existing LC for payment. For purposes hereof, the term
"Insolvency Event" shall mean: (i) the insolvency, under either the bankruptcy
or equity definition, of an Issuer; or (ii) the commencement of any liquidation,
dissolution or similar proceeding by or against an Issuer or the commencement of
any case by or against an Issuer under any insolvency, bankruptcy, creditor
adjustment, debtor rehabilitation or similar laws, state or federal, or the
determination by an Issuer to request relief under any insolvency, bankruptcy,
creditor adjustment, debtor rehabilitation or similar proceeding, state or
federal, including, without limitation, the consent by Issuer to the appointment
of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequester or similar official for it or for any of its property or assets.

     4.   INCREASES IN TAXES AND OPERATING EXPENSES.

          4.1. DEFINITIONS. As used in this Paragraph 4, the following terms
shall be defined as hereinafter set forth:

               (i)  "TAXES" shall mean all taxes and assessments of whatever
kind, general or special, ordinary or extraordinary, foreseen or unforeseen,
imposed upon the Building or with respect to the ownership of the Building and
the parcel of land on which the Building is located, and any existing or future
improvements to the Building or to the parcel of land on which the Building is
located, all of the foregoing as allocable and attributable to each given
calendar year which occurs during the term of this Lease (and any renewals and
extensions thereof). Taxes shall include, without limitation, real estate taxes,
any assessment imposed by any public or private entity by reason of the Building
being currently or hereafter located in a special services district or similar


                                      -5-
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designation or any other tax based upon the receipt of rent, including gross
receipts or sales taxes applicable to the receipt of rent. Notwithstanding the
foregoing, there shall be excluded from Taxes all excess profit taxes, franchise
taxes, gift taxes, capital stock taxes, inheritance and succession taxes, estate
taxes, federal and state income taxes, and other taxes to the extent applicable
to Landlord's general or net income (as opposed to rents, receipts or income
attributable to operations at the Building). If, due to a future change in the
method of taxation, any franchise, income, profit or other tax, however
designated, shall be levied or imposed in addition to or in substitution, in
whole or in part, for any tax which would otherwise be included within the
definition of Taxes, such other tax shall be deemed to be included within Taxes
as defined herein. Taxes also shall include amounts paid to anyone engaged by
Landlord to contest the amount or rate of taxes, provided that the amounts so
paid do not exceed the savings procured. Tenant acknowledges that the exclusive
right to protest, contest or appeal Taxes shall be in Landlord's sole and
absolute discretion and Tenant hereby waives any or all rights now or hereafter
conferred upon it by law to independently contest or appeal any Taxes.

               (ii) (1)  "OPERATING EXPENSES" shall mean Landlord's actual
out-of-pocket expenses, adjusted as set forth herein and as allocable and
attributable to each given calendar year which occurs during the term of this
Lease (and any renewals and extensions thereof), in respect of the ownership,
operation, maintenance, security, cleaning, repair, replacement (of component
parts) and management of the Building or the Land (after deducting any
reimbursement, discount, credit, reduction or other allowance received by
Landlord) and shall include, without limitation: (A) wages and salaries (and
taxes and insurance imposed upon employers with respect to such wages and
salaries) and fringe benefits paid to persons employed by Landlord to render
services in the normal ownership, operation, maintenance, cleaning, security,
repair, replacement (of component parts) and management of the Building or the
Land and any security personnel for the Building or the Land, excluding any
overtime wages or salaries paid for providing extra services exclusively for any
specific tenants; (B) costs of independent contractors hired for, and other
costs in connection with, the ownership, operation, security, maintenance,
cleaning, repair, replacement (of component parts) of the Building and related
facilities and amenities; (C) costs of materials, supplies and equipment
(including trucks) used in connection with the ownership, operation, security,
maintenance, cleaning, repair, replacement (of component parts) and management
of the Building and related facilities and amenities; (D) costs of electricity,
steam, water, sewer, fuel and other utilities used at the Building, together
with the cost of providing the services specified in Paragraph 5 hereof, to the
extent such utilities and/or services are not separately chargeable to an
occupant of the Building; (E) cost of insurance for public and general liability
insurance and insurance relating to the Building, including fire and extended
coverage or "All-Risk" coverage, if available, and coverage for elevator,
boiler, sprinkler leakage, water damage, and property damage, plate glass,
personal property owned by Landlord, fixtures, and rent protection (all with
such coverages and in such amounts as Landlord may elect or be required to
carry), but excluding any charge for increased premiums due to acts or omissions
of other occupants of the Building because of extra risk which are reimbursed to
Landlord by such other occupants; (F) costs of tools, supplies and services; (G)
costs of "Essential Capital Improvements", as defined in and to the extent
permitted pursuant to subparagraph 4.1(ii)(3) below; (H) costs of alterations
and improvements to the Building or the Land made pursuant to any Governmental
Requirements (as defined in subparagraph 4.1(iii) below) which are not capital
in nature (except to the extent permitted by subparagraph 4.1(ii)(3) below), and
which are not the obligation of Tenant or any other occupant of


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the Building; (I) legal and accounting fees and disbursements necessarily
incurred in connection with the ownership, security, operation, maintenance,
cleaning, repair, replacement (of component parts) and management of the
Building and the Land, and the preparation, determination and certification of
bills for Taxes and Operating Expenses pursuant to this and other leases at the
Building; (J) sales, use or excise taxes on supplies and services and on any of
the other items included in Operating Expenses; (K) costs of redecorating,
repainting, maintaining, repairing and replacing the common areas of the
Building and the Land (including seasonal decorations); (L) management fees
payable to the managing agent for the Building and the Land (PROVIDED, HOWEVER,
that if management fees are paid to any affiliate of Landlord, then the amount
thereof to be included in Operating Expenses shall not exceed such amount as is
customarily being charged for similar services rendered by other owner/managers
to comparable first-class Buckhead - Atlanta office buildings); (M) the cost of
office rent, telephone service, postage, office supplies, maintenance and repair
of office equipment and similar costs related to operation of the Building's
management and superintendent's offices; (N) the cost of licenses, permits and
similar fees and charges related to operation, maintenance, repair and
replacement (of component parts) of the Building and the Land, other than any of
the foregoing relating to tenant improvements; (O) the cost of all landscaping,
ground and sidewalk maintenance, sanitation control, extermination, cleaning,
lighting, snow removal, parking area and driveway striping and resurfacing, fire
protection, fire safety, policing, traffic control, security systems, public
liability and property damage insurance, and expenses for the upkeep,
maintenance, repair, replacement and operation of the Land, all as payable in
respect of or allocable to the Building by virtue of the ownership thereof
and/or under and pursuant to the REA; (P) the costs of electric consumption and
water, sewer and other utility services to the Building (including, without
limitation, for HVAC usage); and (Q) without limiting any of the foregoing, any
other expenses or charges which, in accordance with sound accounting and
management principles generally accepted with respect to a first-class Buckhead
- Atlanta office building, would be construed as an operating expense. The term
"Operating Expenses" shall not include: (a) the cost of redecorating or special
cleaning or similar services to individual tenant spaces, not provided on a
regular basis to other tenants of the Building; (b) wages or salaries paid to
executive personnel of Landlord (the property manager and his/her staff shall
not be considered executive personnel for purposes of this provision); (c) the
cost of any new item (not replacement or upgrading of an existing item) which,
by standard accounting principles, should be capitalized (except as provided
above or in subparagraph 4.1(ii)(3) below); (d) any charge for depreciation or
interest paid or incurred by Landlord; (e) leasing commissions; (f) Taxes; (g)
any charge for Landlord's income tax, excess profit taxes, franchise taxes or
similar taxes on Landlord's business; or (h) legal fees for the negotiation or
enforcement of leases. If Landlord is not furnishing any particular work or
service (the cost of which, if performed by Landlord, would constitute an
Operating Expense) to a tenant who has undertaken to perform such work or
service in lieu of performance by Landlord, Operating Expenses shall
nevertheless be deemed to include the amount Landlord would reasonably have
incurred if Landlord had in fact performed the work or service at its expense.
Notwithstanding the foregoing, in the event the Landlord now, or in the future,
employs oil or gas to partially fuel the HVAC at the Building, the cost of such
oil or gas shall be included in Operating Expenses.

                    (2)  In determining Operating Expenses for any year, if less
than 100% of the rentable square feet of the Building shall have been occupied
by tenants at any time during such year, Operating Expenses shall be deemed for
such year to be an amount equal to the like expenses which Landlord reasonably
determines would normally be incurred had such


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occupancy been 100% throughout such year. In no event shall the total of
Taxes and Operating Expenses for any year be deemed to be less than the Base
Amount for Taxes and Operating Expenses.

                    (3)  In the event Landlord shall make a capital expenditure
for an "Essential Capital Improvement", as hereinafter defined in this
subsection (3), during any year, the annual amortization of such expenditure
(determined by dividing the amount of the expenditure by the useful life of the
improvement, but in no event longer than five years), plus any reasonable
interest or financing charges thereon (or, if such improvements are funded from
reserves, a reasonable sum imputed in lieu of such financing charges), shall be
deemed an Operating Expense for each year of such period. As used herein, an
"Essential Capital Improvement" means any of the following: (A) a labor saving
device, energy saving device or other installation, improvement, upgrading or
replacement which reduces or is intended to reduce Operating Expenses as
referred to above, whether or not voluntary or a Governmental Requirement; or
(B) an installation, improvement, alteration or removal of any improvements
including architectural or communication barriers, which are made to the
Building by reason of any Governmental Requirement, whether or not such
improvements are structural in nature and whether or not such Governmental
Requirement either existed or was required of the Landlord on the date of
execution of this Lease; or (C) an installation or improvement which directly
enhances the safety of occupants or tenants in the Building generally, whether
or not voluntary or a Governmental Requirement (as, for example, but without
limitation, for general safety, fire safety or security).

               (iii) "GOVERNMENTAL REQUIREMENTS" shall mean all requirements
under any federal, state, county, city or local statutes, rules, regulations,
ordinances, or other requirements of any duly constituted public authority
having jurisdiction over the Building (including, without limitation, the
Demised Premises) including, but not limited to, requirements under all
applicable building, zoning and fire codes and federal, state, county, city or
local statutes, rules, regulations, ordinances, or other requirements governing
accessibility by persons with physical disabilities (including, but not limited
to, requirements under 42 U.S.C. Section 12101 ET SEQ. (the "Americans with
Disabilities Act of 1990").

               (iv) "BASE AMOUNT FOR TAXES AND OPERATING EXPENSES" shall mean
the total of Taxes and Operating Expenses allocable and attributable to calendar
year 2000 for the Building. The Base Amount for Taxes and Operating Expenses
shall be calculated on the basis of the Building being 100% occupied in
accordance with Paragraph 4.1(ii)(2) hereof. The Base Amount for Taxes and
Operating Expenses shall be adjusted for the calendar year above stated to
adjust for average and reasonable allowances for on-going repairs, services,
utilities and maintenance and to exclude from the Base Amount for Taxes and
Operating Expenses extraordinary items of Taxes and/or Operating Expenses
incurred in such calendar year.

               (v)  "TENANT'S PROPORTIONATE SHARE" shall be Four and
9,814/10,000 percent (4.9814%). This is equal to the ratio of the rentable
square feet of the Demised Premises, as set forth above, to the total rentable
square feet of space in the Building.

               (vi) "TENANT'S SHARE OF TAXES AND OPERATING EXPENSES" shall mean,
with respect to any calendar year, the product of (A) Tenant's Proportionate
Share, multiplied by, (B) the


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amount, if any, by which the total of Taxes and Operating Expenses for such
calendar year exceeds the Base Amount for Taxes and Operating Expenses.

               (vii) "TENANT'S ESTIMATED SHARE" shall mean, with respect to any
calendar year, the product of (A) Tenant's Proportionate Share, multiplied by
(B) the amount, if any, by which Landlord's good faith estimate of the total of
Taxes and Operating Expenses for such calendar year exceeds the Base Amount for
Taxes and Operating Expenses.

          4.2. GENERAL ALLOCATION PROCEDURES. All common area and other charges
under and as permitted by the REA will be charged and allocated among the
Building, the other buildings in the Project (the "Other Buildings"), and any
other building, facility or property subject to the REA, all in accordance with
the terms and provisions of the REA. To the extent that the REA does not
specifically provide for such allocation, allocations will be made between and
among the Building and the Other Buildings proportionately among all thereof
(based upon the respective square footage of each), or equally among all
thereof, or in such other proportions as may reasonably be determined by
Landlord in the exercise of prudent management practices.

          4.3. TENANT'S SHARE OF TAXES AND OPERATING EXPENSES.

               (i)  For and with respect to each calendar year which occurs
during the term of this Lease (and any renewals or extensions thereof) there
shall accrue, as additional rent, Tenant's Share of Taxes and Operating
Expenses, appropriately prorated for any partial calendar year occurring within
the term.

               (ii) Landlord shall furnish to Tenant, on or before December 31
of each calendar year during the term hereof, a statement for the next
succeeding calendar year setting forth Tenant's Estimated Share and the
information on which such estimate is based. On the first day of the new
calendar year, Tenant shall pay to Landlord, on account of Tenant's Estimated
Share, an amount equal to one-twelfth (1/12) of Tenant's Estimated Share, and on
the first day of each succeeding month up to and including the time that Tenant
shall receive a new statement of Tenant's Estimated Share, Tenant shall pay to
Landlord, on account of Tenant's Estimated Share, an amount equal to one-twelfth
(1/12) of the then applicable Tenant's Estimated Share.

               (iii) Landlord shall furnish to Tenant, on or before April 30 of
each calendar year during the term hereof, a statement (the "Expense Statement")
prepared by Landlord or its agent or accountants setting forth for the previous
calendar year: (A) the actual amount of Taxes and Operating Expenses; (B) the
Base Amount for Taxes and Operating Expenses; (C) the Tenant's Proportionate
Share; (D) the Tenant's Share of Taxes and Operating Expenses; (E) the Tenant's
Estimated Share; and (F) a statement of the amount due to Landlord, or to be
credited to Tenant, as a final adjustment in respect of Tenant's Share of Taxes
and Operating Expenses for the previous calendar year (the "Final Adjustment
Amount"). The Final Adjustment Amount shall be calculated by subtracting the
Tenant's Estimated Share from the Tenant's Share of Taxes and Operating
Expenses. On the first day of the first calendar month (but in no event sooner
than ten [10] days) following delivery of the Expense Statement to Tenant,
Tenant shall pay to Landlord the Final Adjustment Amount calculated as set forth
in the Expense Statement. If the Final Adjustment Amount is a negative quantity,
then Landlord shall credit Tenant with the amount thereof against


                                      -9-
<PAGE>


the next payment of minimum rent due by Tenant hereunder, except that with
respect to the last year of the Lease, if an Event of Default has not occurred,
Landlord shall refund Tenant the amount of such payment in respect of the Final
Expense Adjustment within thirty (30) days after Landlord provides the Expense
Statement for such final year of the Lease. In no event, however, shall Tenant
be entitled to receive a credit greater than the payments made by Tenant as
payments of Tenant's Estimated Share for the calendar year to which the Final
Adjustment Amount relates.

          4.4. DISPUTES. The information set forth on all statements furnished
to Tenant pursuant to this Paragraph 4, including each Expense Statement, and
all documents relating to Tenant's Estimated Share, Tenant's Share of Taxes and
Operating Expenses, the Final Adjustment Amount, and all supportive
documentation and calculations, shall be deemed approved by Tenant unless,
within thirty (30) days after submission to Tenant, Tenant shall notify Landlord
in writing that it disputes the correctness thereof, specifying in detail the
basis for such assertion. Pending the resolution of any dispute, however, Tenant
shall continue to make payments in accordance with the statement or information
as furnished.

          4.5. SURVIVAL. Notwithstanding anything herein contained to the
contrary, Tenant understands and agrees that additional rent for increases of
Taxes and Operating Expenses described in this Paragraph 4 are attributable to
and owing for a specific twelve (12) month period, and are generally determined
in arrears. Accordingly, Tenant agrees that, at any time following the
expiration of the term of this Lease, or after default by Tenant with respect to
this Lease, Landlord may bill Tenant for (i) the entire amount of accrued and
uncollected additional rent attributable to increases in Taxes and Operating
Expenses under this Paragraph 4, and (ii) any unpaid charges for usage, services
or other amounts with respect to any period during the term of this Lease; and
the amount of such bill shall be due and payable to Landlord within ten (10)
business days after rendering thereof.

     5.   SERVICES. Landlord agrees that, during the term of this Lease,
Landlord shall provide services as set forth in this Paragraph 5. Unless
otherwise specified, all costs of such services (including, without limitation,
the costs of providing such services) shall be included within Operating
Expenses.

          5.1. HVAC, STEAM AND ELECTRICITY . Landlord shall furnish (a) heat,
ventilation and air conditioning (including the labor, maintenance and equipment
necessary to provide the same), (b) electricity and other utilities needed to
operate such systems and (c) electricity for lighting and general power for
office use (such not to exceed five (5) watts per square foot), subject to the
following:

               (i)  STANDARD USAGE; BUSINESS HOURS. The cost of (i) heat,
ventilation and air conditioning (including the labor, maintenance and equipment
necessary to provide the same) and the electricity and other utilities needed to
operate such systems, and (ii) the electricity for lighting, general power for
office use utilized by Tenant; during "Business Hours" (as hereinafter defined)
and for "Building Standard Consumption" (as hereinafter defined), as well as the
cost of electricity used in the common areas of the Building, shall be included
in Operating Expenses. "Business Hours" shall mean Monday through Friday from
8:00 a.m. to 6:00 p.m. and on Saturday from 8:00 a.m. to 1:00 p.m., Holidays
(defined below) excepted. New Year's Day, Martin Luther King, Jr. Day,


                                      -10-
<PAGE>


Memorial Day, Independence Day, Labor Day, Thanksgiving, Christmas, or any day
set aside to celebrate such holidays are "Holidays" under this Lease. "Building
Standard Consumption" shall mean the consumption necessary, in Landlord's
reasonable judgement, for use and comfortable occupancy of the Demised Premises
when occupied by the density of people for which the building standard system
was designed with occupants using Standard Office Equipment. "Standard Office
Equipment" shall mean all office equipment of a type and in quantities normally
found in an office facility but shall not include mainframe computer and
communication systems, telephone switches and conference or training rooms (or
items similar thereto) which require Additional Electric Equipment, as
hereinafter defined in Paragraph 5.1(v) below, or special and supplemental air
conditioning service or systems.

               (ii) NON-STANDARD USAGE; AFTER-HOURS. Tenant shall pay the cost
of supplying the Demised Premises with heat, ventilation and air conditioning
(including the labor, maintenance and equipment necessary to provide the same)
and the electricity and other utilities needed to operate such systems at times
outside of Business Hours or in amounts in excess of Building Standard
Consumption, at such rates as Landlord shall specify from time to time to cover
all of the estimated costs and expenses incurred by Landlord in connection with
supplying the Demised Premises with such service, including without limitation
the costs of labor and utilities associated with such service and including
applicable sales or use taxes thereon, such amounts to be paid by Tenant within
ten (10) days after submission by Landlord of a statement to Tenant setting
forth the amount due. An authorized representative (but in no event more than
two per Tenant) of Tenant shall notify Landlord by 12:00 noon on the day such
after-hours use is desired, except if such use is desired for a weekend, in
which event Tenant shall notify Landlord no later than 12:00 noon on the Friday
immediately preceding such weekend. The cost of supplying the Demised Premises
with electricity for lighting, general power for office use and operation of the
Building mechanical equipment and associated components in the Demised Premises,
all at times outside of Business Hours or the cost of supplying the Demised
Premises with electricity for lighting, general power for office use and the
operation of the Building mechanical equipment and associated components in the
Demised Premises, all in amounts in excess of Building Standard Consumption,
shall be paid by Tenant within ten (10) days after submission by Landlord of a
statement to Tenant setting forth the amount due.

               (iii) SUPPLEMENTAL HVAC. If Tenant requires air conditioning in
addition to the Building Standard Consumption that is provided by Landlord as
set forth above (E.G., for computer, communications, or telephone switching
equipment, for conference facilities, or for other similar or dissimilar uses or
requirements of Tenant), Tenant may arrange for the installation of a separate
air conditioning unit, subject to Landlord's prior written approval and such
conditions and/or restrictions as Landlord may impose and satisfaction of the
other provisions regarding Tenant improvements set forth in this Lease. Tenant
shall be responsible for the cost and selection, subject to Landlord's approval,
of such unit for its intended purpose, and for the maintenance, repair and
replacement of the same and for any additional sub-meter needed to account for
the electricity utilized to operate such unit. If Landlord, in its sole
discretion, permits Tenant to attach a separate air-conditioning unit to the
condenser water loop of the cooling tower, Tenant shall pay for the condenser
water made available to such unit from the cooling tower (whether or not
actually used), and for the cost of all electricity (to be separately submetered
as a condition of permitting Tenant to install any such separate
air-conditioning unit) used in connection with any such supplemental air
conditioning, at such rates as Landlord shall establish from time to time, such
amounts to be paid


                                      -11-
<PAGE>


by Tenant within ten (10) days after submission by Landlord of a statement to
Tenant setting forth the amount due.

               (iv) SYSTEM FAILURE. Landlord shall not be responsible for any
failure or inadequacy of the Building's HVAC system if such failure or
inadequacy results from the occupancy of the Demised Premises by persons in
excess of the density anticipated or for which the system was designed, or if
Tenant uses the Demised Premises in a manner for which it was not designed, or
if Tenant installs or operates machines, appliances or equipment which exceed
the maximum wattage per square foot contemplated by, or generate more heat than
anticipated in, the design of the Demised Premises, in accordance with Exhibit
"F" attached hereto (or, if not set forth on Exhibit "F", as such design
capacity may otherwise be established by Landlord).

               (v)  ADDITIONAL ELECTRICAL EQUIPMENT. Tenant will not install or
use electrically-operated equipment in excess of the design capacity of the
Demised Premises, determined in accordance with Exhibit "F" attached hereto (or,
if not set forth on Exhibit "F", as such design capacity may otherwise be
established by Landlord), and Tenant shall not install or operate in the Demised
Premises any electrically-operated equipment or machinery other than that
commonly used in a normal office operation without first obtaining the prior
written consent of the Landlord. Landlord may condition any consent required
under this Paragraph 5.1(v) upon, among other things, the installation of
separate meters (and transformers or electrical panels) for such equipment or
machinery at Tenant's expense and the payment by Tenant of additional rent as
compensation for the additional consumption of electricity occasioned by the
operation of such additional equipment or machinery, at the rates and in the
manner set forth in Paragraph 5.1(ii) above, all of which shall automatically
become the property of Landlord upon installation. Notwithstanding anything to
the contrary contained in this Lease, Landlord shall replace, when and as
requested by Tenant (the cost of which replacement light bulbs and tubes, and
ballasts, plus the labor cost for such replacement, to be chargeable to Tenant)
light bulbs and tubes, and ballasts, within the Demised Premises which are
Building standard (but at Landlord's option such undertaking of Landlord shall
not include bulbs or tubes for any non-Building standard lighting, high hats, or
other specialty lighting of Tenant, which shall be and remain the responsibility
of Tenant).

               (vi) REGULATORY COMPLIANCE. The furnishing of the foregoing HVAC
and electricity services shall be subject to any statute, ordinance, rule,
regulation, resolution or recommendation for energy conservation which may be
promulgated by any governmental agency or organization with which Landlord shall
be required to comply or with which Landlord determines in good faith to comply.

          5.2. WATER AND SEWER. Furnish the Building with water for drinking,
lavatory, toilet and sanitary sewer purposes drawn through fixtures installed by
Landlord. In the event that water is supplied to the Demised Premises, Landlord
reserves the right by either estimates, submetering or other measurement to
determine whether Tenant uses excess water or sewer and, in such case, the cost
of usage of such excess services attributable to the Demised Premises shall be
paid for by Tenant pursuant to a statement furnished by Landlord to Tenant
setting forth the amount due as a result of such excess usage attributable to
the Demised Premises, and the total amount set forth in such statement shall be
due and payable by Tenant within ten (10) days after submission thereto by
Landlord of such statement.


                                      -12-
<PAGE>


          5.3. ELEVATOR; ACCESS. Provide passenger elevator service to the
Demised Premises during all working days (Saturday, Sunday and Holidays
excepted) from 8:00 a.m. to 6:00 p.m., with one elevator in each elevator bank
subject to call at all other times. Tenant and its employees and agents shall
have access to the Demised Premises at all times, subject to compliance with
such security measures as shall be in effect for the Building. Elevator services
for freight shall be supplied in common with service to other tenants and for
other Building requirements at reasonable times during Business Hours for
routine deliveries in the ordinary course of Tenant's business. Unusual or
unusually large deliveries requiring use of the freight elevators shall be
scheduled in advance with Landlord so as not to interfere with the operations of
the Building or other tenants. Such freight elevator service shall be provided
to Tenant upon reasonable written advance notice, at charges equal to Landlord's
estimated cost for providing such service from time to time, which shall be
payable by Tenant to Landlord not later than ten (10) days after Landlord's bill
therefor.

          5.4. JANITORIAL. Provide janitorial service to the Demised Premises as
specified on Exhibit "D" annexed hereto, subject to change, so long as
janitorial service is consistent with prevailing standards for comparable office
buildings in the Buckhead - Atlanta market. Upon notice to Landlord, any and all
additional or specialized janitorial or trash removal service desired by Tenant
(i) shall be contracted for by Tenant directly with Landlord's janitorial agent
and the cost and payment thereof shall be and remain the sole responsibility of
Tenant, or (ii) at the option of Landlord, shall be contracted for by Landlord
and paid for by Tenant to Landlord within ten (10) days after the submission by
Landlord of a statement to Tenant setting forth the amount due. If Landlord
shall from time to time reasonably determine that the use of any cleaning
service in the Demised Premises, including without limitation, removal of refuse
and rubbish from the Demised Premises, is in an amount greater than usually
attendant upon the use of such Demised Premises as offices, the reasonable cost
of such additional cleaning services shall be paid by Tenant to Landlord as
additional rent, on demand. Tenant shall comply with any reasonable recycling
plans or programs established by Landlord from time to time.

          5.5. SECURITY. Tenant and Tenant's employees, as well as other tenants
of the Building, currently have access to the Building outside of standard
business hours by a security card monitoring system maintained in the lobby and
selected elevators of the Building. Landlord makes no representation that the
present or any future system employed at the Building to monitor access to the
Building outside of standard business hours will prevent unauthorized access to
the Building or the Demised Premises, and Tenant acknowledges that any lobby
attendants provided by Landlord are present as a convenience for the tenants of
the Building, but cannot be responsible for preventing unauthorized or improper
behavior or access to the Building or to the Demised Premises. Accordingly,
Tenant agrees that Tenant shall be responsible for security of the Demised
Premises and the security and safety of Tenant's employees, invitees, officers,
directors, contractors, subcontractors and agents. In furtherance of the
foregoing, Landlord assumes no liability or responsibility for Tenant's personal
property whether such are located in the Demised Premises or elsewhere in the
Building. Tenant further acknowledges that Landlord may (but shall have no
obligation to) alter current security measures in the Building, and Tenant
agrees that it shall cooperate fully, and shall cause its employees and invitees
to cooperate fully, with any requests of Landlord in connection with the
implementation of any new security procedures or other


                                      -13-
<PAGE>


arrangements. During the term hereof, Tenant shall immediately notify Landlord
of any changes with respect to Tenant's employee roster. Tenant agrees to
cooperate in any reasonable safety or security program developed by Landlord or
required by Governmental Requirements.

          5.6. REPAIRS. Landlord shall make (i) all structural repairs to the
Building (the cost of which shall not be included in Operating Expenses to the
extent the need for such repairs arises from defective original construction and
such repair does not otherwise reduce Operating Expenses), (ii) all repairs to
exterior windows and glass and all repairs to the lobby and other common areas
of the Building, and (iii) all repairs which may be needed to the mechanical,
electrical and plumbing systems in the Demised Premises, excluding repairs to
(or replacement of) any such systems installed by Tenant or made by or at the
request of Tenant and requiring unusual or special maintenance. Notwithstanding
any provision of this Lease to the contrary, Landlord shall not be required to
make any repairs to fixtures or other improvements in the Demised Premises
installed by Tenant or made by or at the request of Tenant (whether or not
installed prior to or after the commencement of this Lease). In the event that
any repair is required (whether or not within the Demised Premises) by reason of
the negligence or abuse of Tenant or its agents, employees, invitees or of any
other person using the Demised Premises with Tenant's consent, express or
implied, Landlord may make such repair and either bill Tenant therefor (in which
event such amount shall be due to Landlord upon Tenant's receipt of the bill) or
add the cost thereof to the first installment of rent which will thereafter
become due, unless Landlord shall have actually recovered such cost through
insurance proceeds.

          5.7. DIRECTORY. Landlord shall maintain a directory of office tenants
in the lobby area of the Building, on which shall be listed the name of Tenant.
In the event Landlord permits Tenant to add more names to such directory (which
Landlord may grant or deny in its sole discretion), Tenant shall pay the actual
cost of lobby directory signage over an allowance of one (1) directory space per
Tenant.

          5.8. OVERHEAD FEE. Notwithstanding anything to the contrary contained
in this Paragraph 5, Landlord reserves the right to impose a reasonable
administrative overhead charge whenever Landlord provides or arranges, upon
Tenant's request, for additional or above standard services.

          5.9. LIMITATION REGARDING SERVICES. It is understood that Landlord
does not warrant that any of the services referred to in this Paragraph 5 will
be free from interruption from causes beyond the control of Landlord. 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, elevator or other
Building systems serving the Demised Premises or the common areas of the
Building, or the providing of any of the other services required of Landlord
under this Lease, whenever and for so long as may be necessary by reason of
accidents, emergencies, strikes or the making of repairs or changes which
Landlord is required by this Lease or by law to 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
commercially reasonable diligence to eliminate the


                                      -14-
<PAGE>


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 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. To the extent Landlord has controlled
over an interruption, Landlord shall use commercially reasonable efforts to
schedule such interruption on non-Business Hours.

     6.   CARE OF DEMISED PREMISES. Tenant agrees, on behalf of itself, its
employees and agents, that during the term of this Lease, Tenant shall comply
with the covenants and conditions set forth in this Paragraph 6.

          6.1. INSURANCE AND GOVERNMENTAL REQUIREMENTS. At all times during the
term of this Lease and any extension or renewal hereof, Tenant, at its cost,
shall comply with, and shall promptly correct any violations of, (i) all
requirements of any insurance underwriters, or (ii) any Governmental
Requirements relating to Tenant's use and occupancy of the Demised Premises.
Tenant shall indemnify, defend and hold Landlord harmless from and against any
and all loss, damages, claims of third parties, cost of correction, expenses
(including attorney's fees and cost of suit or administrative proceedings) or
fines arising out of or in connection with Tenant's failure to comply with
Governmental Requirements. The provisions of this Paragraph 6.1 shall survive
the expiration or termination of this Lease.

          6.2. ACCESS. Tenant shall give Landlord, its agents and employees,
access to the Demised Premises at all reasonable times, and at any time in the
case of an emergency, without charge or diminution of rent, to enable Landlord
(i) to examine the same and to make such repairs, additions and alterations as
Landlord may be permitted to make hereunder or as Landlord may deem advisable
for the preservation of the integrity, safety and good order of the Building or
any part thereof; and (ii) upon reasonable notice, to show the Demised Premises
to prospective mortgagees and purchasers and to prospective tenants. If
representatives of Tenant shall not be present on the Demised Premises to permit
entry upon the Demised Premises by Landlord or its agents or employees, at any
time when such entry by Landlord is necessary or permitted hereunder, Landlord
may enter the Demised Premises by means of a master key (or, in the event of any
emergency, forcibly) without any liability whatsoever to Tenant and without such
entry constituting an eviction of Tenant or a termination of this Lease.
Landlord shall not be liable by reason of any injury to or interference with
Tenant or Tenant's business arising from the making of any repairs, alterations,
additions or improvements in or to the Demised Premises or the Building or to
any appurtenance or any equipment therein.

          6.3. CONDITION. Tenant shall keep the Demised Premises and all
improvements, installations and systems therein in good order and condition and
repair all damage to the Demised Premises and replace all interior glass broken
by Tenant, its agents, employees or invitees, with glass of the same quality as
that broken, and Tenant shall commit no waste in the Demised Premises. If the
Tenant refuses or neglects to make such repairs, or fails to diligently
prosecute the same to completion, after written notice from Landlord of the need
therefor, Landlord may make such repairs at the expense of Tenant and such
expense shall be collectible as additional rent. Any such repairs and any labor
performed or materials furnished in, on or about the Demised Premises shall be


                                      -15-
<PAGE>


performed and furnished by Tenant in strict compliance with all applicable laws,
regulations, ordinances and requirements of all duly constituted authorities or
governmental bodies having jurisdiction over the Building, and any reasonable
regulations imposed by Landlord pertaining thereto. Without limitation of the
foregoing, Landlord shall have the right to designate any and all contractors
and suppliers to furnish materials and labor for such repairs.

          6.4. SURRENDER. Upon the termination of this Lease in any manner
whatsoever, Tenant shall remove Tenant's goods and effects and those of any
other person claiming under Tenant, and quit and deliver up the Demised Premises
to Landlord peaceably and quietly in as good order and condition as at the
inception of the term of this Lease or as the same hereafter may have been
improved by Landlord or Tenant; reasonable use and wear thereof, damage from
fire and other insured casualty and repairs which are Landlord's obligation
excepted. Goods and effects not removed by Tenant at the termination of this
Lease, however terminated, shall be considered abandoned and at Landlord's
option, be conclusively deemed to have been conveyed by Tenant to Landlord as if
by Bill of Sale without payment by Landlord. Landlord may dispose of and/or
store such goods and effects not removed by Tenant, in Landlord's sole and
absolute discretion, the cost thereof to be charged to Tenant. Landlord shall
not be responsible for the value, preservation or safe keeping of any property
which it handles, stores or removes pursuant to this subparagraph. Upon the
termination of this Lease in any manner whatsoever, Tenant shall return to
Landlord any and all keys and security access cards affecting the Demised
Premises and issued to Tenant and Tenant shall provide Landlord with any
combinations or safe keys with respect to any secured areas within the Demised
Premises.

          6.5. SIGNS. Tenant shall not place signs on or about any part of the
Building, or on the outside of the Demised Premises or on the windows or walls
of the Demised Premises, except that Tenant may place a sign on or immediately
adjacent to the exterior doors of the Demised Premises and in the elevator lobby
of the fifteenth (15th) floor (provided Tenant continues to occupy the entire
floor) provided Landlord approves the type, lettering and text of such signs.

          6.6. CARE; INSURANCE. Tenant shall not overload, damage or deface the
Demised Premises or do any act which might make void or voidable any insurance
on the Demised Premises or the Building or which may render an increased or
extra premium payable for insurance (and without prejudice to any right or
remedy of Landlord regarding this subparagraph, Landlord shall have the right to
collect from Tenant, upon demand, any such increase or extra premium).

          6.7. SYSTEM CHANGES. Tenant shall not install any equipment of any
kind or nature whatsoever which would or might necessitate any changes,
replacement or additions to the water, plumbing, heating, air conditioning or
the electrical systems servicing the Demised Premises or any other portion of
the Building; nor install any plumbing fixtures in the Demised Premises; nor use
in excess of normal office use any of the utilities, the janitorial or trash
removal services, or any other services or portions of the Building without the
prior written consent of the Landlord and, in the event such consent is granted,
the cost of any such installation, replacements, changes, additions or excessive
use shall be paid for by Tenant, in advance in the case of any installations,
replacements and additions, and promptly upon being billed therefor in the case
of charges for excessive use. Subject to the provisions of this Lease and such
other reasonable conditions as Landlord may


                                      -16-
<PAGE>


impose, Tenant may install a television system in the Demised Premises and a
satellite dish on the roof in accordance with Paragraph 33.

          6.8. ALTERATIONS; ADDITIONS. Tenant shall not make any alteration of
or addition to the Demised Premises without the prior written approval of
Landlord (except for work of a decorative nature). Such approval shall not be
unreasonably withheld for nonstructural interior alteration, provided that (i)
no Building systems, structure, or areas outside of the Demised Premises are
affected by such proposed alteration, and (ii) reasonably detailed plans and
specifications for construction of the work, including but not limited to any
and all alterations having any impact on or affecting any electrical systems,
plumbing, HVAC, sprinkler system and interior walls and partitions, are
furnished to Landlord in advance of commencement of any work. All such
alterations and additions, as well as all fixtures, equipment, improvements and
appurtenances installed in and affixed to the Demised Premises on or after the
inception of this Lease term (but excluding Tenant's trade fixtures and modular
furniture systems) shall, upon installation, become and remain the property of
Landlord. All such alterations and additions shall be maintained by Tenant in
the same manner and order as Tenant is required to maintain the Demised Premises
generally and, at Landlord's option, upon termination of the term hereof, shall
be removed without damage to the Demised Premises upon surrender. All
alterations and additions by Tenant shall be performed in accordance with the
plans and specifications therefor submitted to and approved by Landlord, in a
good and workerlike manner and in conformity with all Governmental Requirements.
In addition, all such alterations and additions shall be performed in strict
compliance with the requirements governing work by Tenant's contractors as set
forth in Exhibit "F" hereto.

          6.9. MECHANICS' LIENS. Tenant, within ten (10) days after notice from
Landlord, (i) shall discharge (by bonding or otherwise) any mechanics' lien for
material or labor claimed to have been furnished to the Demised Premises on
Tenant's behalf (except for work contracted for by Landlord), (ii) shall deliver
to Landlord satisfactory evidence thereof, and (iii) shall indemnify and hold
harmless Landlord from any loss incurred in connection therewith.

          6.10. VENDING MACHINES. Tenant shall not install or authorize the
installation of any coin-operated vending machines within the Demised Premises,
except machines for the purpose of dispensing coffee, snack foods and similar
items to the employees of Tenant for consumption upon the Demised Premises, the
installation and continued maintenance and repair of which shall be at the sole
cost and expense of Tenant.

          6.11. RULES AND REGULATIONS. Tenant (including, without limitation,
Tenant's employees and agents) shall faithfully observe and comply with the
rules and regulations annexed hereto as Exhibit "E", as the same may from time
to time be amended by Landlord (and communicated to Tenant) for the general
safety, comfort and convenience of Landlord, occupants and tenants of the
Building.

          6.12. ENVIRONMENTAL COMPLIANCE. Tenant shall not transport, use,
store, maintain, generate, manufacture, handle, dispose, release or discharge
any "Waste" (as defined below) upon or about the Building, or permit Tenant's
employees, agents, contractors, and other occupants of the Demised Premises to
engage in such activities upon or about the Building or the Demised Premises.
However, the foregoing provisions shall not prohibit the transportation to and
from, and use,


                                      -17-
<PAGE>


storage, maintenance and handling within, the Demised Premises of substances
customarily used in offices, provided: (a) such substance shall be used and
maintained only in such quantities as are reasonably necessary for such
permitted use of the Demised Premises, strictly in accordance with applicable
Governmental Requirements and the manufacturers' instructions therefor, (b) such
substances shall not be disposed of, released or discharged in the Building, and
shall be transported to and from the Demised Premises in compliance with all
applicable Governmental Requirements, and as Landlord shall reasonably require,
(c) if any applicable Governmental Requirement or Landlord's trash removal
contractor requires that any such substances be disposed of separately from
ordinary trash, Tenant shall make arrangements at Tenant's expense for such
disposal directly with a qualified and licensed disposal company at a lawful
disposal site (subject to scheduling and approval by Landlord), and shall ensure
that disposal occurs frequently enough to prevent unnecessary storage of such
substances in the Demised Premises, and (d) any remaining such substances shall
be completely, properly and lawfully removed from the Building upon expiration
or earlier termination of this Lease.

               (i)  Tenant shall promptly notify Landlord of: (a) any
enforcement, cleanup or other regulatory action taken or threatened by any
governmental or regulatory authority with respect to the presence of any Waste
on the Demised Premises or the migration thereof from or to the Building, (b)
any demands or claims made or threatened by any party against Tenant or the
Demised Premises relating to any loss or injury resulting from any Waste, (c)
any release, discharge or nonroutine, improper or unlawful disposal or
transportation of any Waste on or from the Demised Premises, and (d) any matters
where Tenant is required by any Governmental Requirement to give a notice to any
governmental or regulatory authority respecting any Waste on the Demised
Premises. Landlord shall have the right (but not the obligation) to join and
participate as a party in any legal proceedings or actions affecting the Demised
Premises initiated in connection with any environmental, health or safety
Governmental Requirement. At such times as Landlord may reasonably request,
Tenant shall provide Landlord with a written list identifying any Waste then
used, stored, or maintained upon the Demised Premises and the use and
approximate quantity of each such material. Tenant shall also furnish Landlord
with a copy of any material safety data sheet ("MSDS") issued by the
manufacturer therefor as well as any written information concerning the removal,
transportation and disposal of the same, and such other information as Landlord
may reasonably require or as may be required by Governmental Requirement. The
term "Waste" for purposes hereof shall mean any hazardous or radioactive
material, polychlorinated biphenyls, friable asbestos or other hazardous or
medical waste substances as defined by the Comprehensive Environmental Response,
Compensation and Liability Act, as amended, or by any other federal, state or
local law, statute, rule, regulation or order (including any Governmental
Requirements) concerning environmental matters, or any matter which would
trigger any employee or community "right-to-know" requirements adopted by any
such body, or for which any such body has adopted any requirements for the
preparation or distribution of a MSDS.

               (ii) If any Waste is released, discharged or disposed of by
Tenant or any other occupant of the Demised Premises, or their employees, agents
or contractors, in or about the Building in violation of the foregoing
provisions, Tenant shall immediately, properly and in compliance with applicable
Governmental Requirements clean up and remove the Waste from the Building and
clean or replace any affected property at the Building (whether or not owned by
Landlord), at Tenant's expense. Such clean up and removal work shall be subject
to Landlord's


                                      -18-
<PAGE>


prior written approval (except in emergencies), and shall include, without
limitation, any testing, investigation, and the preparation and implementation
of any remedial action plan required by any governmental body having
jurisdiction or reasonably required by Landlord. If Tenant shall fail to comply
with the provisions of this Section 6.12 within five (5) days after written
notice by Landlord, or such shorter time as may be required by any Governmental
Requirement or in order to minimize any hazard to any person or property,
Landlord may (but shall not be obligated to) arrange for such compliance
directly or as Tenant's agent through contractors or other parties selected by
Landlord, at Tenant's expense (without limiting Landlord's other remedies under
this Lease or applicable Governmental Requirement). If any Waste is released,
discharged or disposed of on or about the Building and such release, discharge,
or disposal is not caused by Tenant or other occupants of the Demised Premises,
or their employees, agents or contractors, such release, discharge or disposal
shall be deemed casualty damage under Paragraph 8 to the extent that the Demised
Premises or common areas serving the Demised Premises are affected thereby; in
such case, Landlord and Tenant shall have the obligations and rights respecting
such casualty damage provided under Paragraph 8.

               (iii) In connection with the foregoing, Landlord represents to
Tenant that, to Landlord's knowledge, the Building is in compliance with all
applicable environmental laws existing, and as interpreted, as of the date of
Landlord's execution of this Lease.

     7.   SUBLETTING AND ASSIGNING.

                                      -19-
<PAGE>


          7.1. GENERAL RESTRICTIONS. Tenant shall not assign this Lease or
sublet all or any portion of the Demised Premises (either a sublease or an
assignment hereinafter referred to as a "Transfer") without first obtaining
Landlord's prior written consent thereto, which shall not be unreasonably
withheld, conditioned or delayed. By way of example and without limitation, the
parties agree it shall be reasonable for Landlord to withhold consent: (1) if
the financial condition of the proposed transferee is not at least equal, in
Landlord's reasonable determination, to the financial condition (as of the date
of this Lease) of the Tenant named herein; (2) if the proposed use within the
Demised Premises conflicts with the use provision set forth herein or is
incompatible, inconsistent, or unacceptable with the character, use and image of
the Building or the tenancy at the Building in Landlord's reasonable opinion, or
conflicts with exclusive use rights granted to another tenant of the Building;
(3) if the business reputation and experience of the proposed transferee is not
sufficient, in Landlord's reasonable opinion, for it to operate a business of
the type and quality permitted under this Lease; (4) if the document creating
the Transfer is not reasonably acceptable to Landlord; (5) the nature of the
fixtures and improvements to be performed or installed are not consistent with
general office use and the terms of this Lease; (6) if the proposed transferee
is an existing tenant of Landlord (except if Landlord has no other available
space) or is currently negotiating or has negotiated within the prior twelve
(12) months with Landlord for other space in the Building; (7) if the proposed
user is a governmental or quasi-governmental agency; (8) if the proposed
transferee will be using or if Landlord has reasonable cause to believe that it
is likely to use Waste at the Demised Premises other than those types of Waste
normally used in general office operations in compliance with applicable
Governmental Requirements; (9) if Landlord has reasonable cause to believe that
the proposed transferee's assets, business or inventory would be subject to
seizure or forfeiture under any laws related to criminal or illegal activity; or
(10) if a proposed sublet involves more than twenty percent (20%) of the Demised
Premises (or, if such proposed sublet would result in more than twenty percent
(20%) of the Demised Premises, in the aggregate, being subject to one or more
subleases). If Landlord consents to a Transfer, such consent, if given, will not
release Tenant from its obligations hereunder and will not be deemed a consent
to any further Transfer. Tenant shall furnish to Landlord, in connection with
any request for such consent, reasonably detailed information as to the identity
and business history of the proposed transferee, as well as the proposed
effective date of the Transfer and, prior to the execution thereof, a complete
set of the final documentation governing such Transfer, all of which shall be
satisfactory to Landlord in form and substance. If Landlord consents to any such
Transfer, the effectiveness thereof shall nevertheless be conditioned on the
following: (i) receipt by Landlord of a fully executed copy of the full
documentation governing the Transfer, in the form and substance approved by
Landlord, (ii) any sublessee shall acknowledge that its rights arise through and
are limited by the Lease, and shall agree to comply with the Lease (with such
exceptions as may be consented to by Landlord), and (iii) any assignee shall
assume in writing all obligations of Tenant hereunder from and after the
effective date of such Transfer. Tenant shall not advertise or otherwise
disseminate any information regarding the Building or the Demised Premises
(including, without limitation, rental rates or other terms upon which Tenant
intends to Transfer) to potential assignees and/or subtenants without in each
instance obtaining Landlord's prior written approval and consent as to the
specific form and content of any such advertisement, statement, offering or
other information (including, without limitation, approval of rental rates and
terms). Landlord's acceptance of any name for listing on the Building Directory
will not be deemed, nor will it substitute for, Landlord's consent, as required
by this Lease, to any Transfer, or other occupancy of the Demised Premises.
Tenant shall not mortgage or encumber this Lease.


                                      -20-
<PAGE>


          7.2. DEFINITIONS. For purposes hereof, a Transfer shall include any
direct or indirect transfer, in any single or related series of transactions, of
(i) fifty percent (50%) or more of the voting stock of a corporate Tenant; (ii)
fifty percent (50%) or more of the interests in profits of a partnership or
limited liability company Tenant; or (iii) effective voting or managerial
control of Tenant; PROVIDED, HOWEVER, that the foregoing shall not apply to a
tenant whose ownership interests are publicly-traded on a nationally-recognized
exchange.

          7.3. PROCEDURE FOR APPROVAL OF TRANSFER. If Tenant wishes to request
Landlord's consent to a Transfer, Tenant shall submit such request to Landlord,
in writing, together with reasonably detailed financial information and
information as to the identity and business information and business history of
the proposed transferee, as well as the proposed effective date and term of the
Transfer and the area or portion of the Demised Premises which Tenant wishes to
Transfer (the "Transfer Space"). If Landlord fails to respond or request
additional information from Tenant within thirty (30) days after receipt of
Tenant's proper request for approval, Tenant shall submit an additional request
to Landlord, setting forth the same information and further notifying Landlord
on such request, on the covering letter in all capital letters and bold-face
type, that Landlord's failure to respond or request additional information from
Tenant within an additional ten (10) business days shall be deemed an approval
(such notice is hereinafter referred to as an "Automatic Approval Notice"). If
Landlord fails to respond or request additional information from Tenant within
such additional ten (10) business days, such failure to so respond shall be
deemed a consent to the Transfer. If Landlord requests additional information,
Landlord shall respond within the later of (i) ten (10) business days after
receipt of all requested information, or (ii) the expiration of the thirty (30)
day period set forth above; and Landlord's failure to do so shall be deemed a
consent to the Transfer so long as such additional information shall include (on
the covering letter in bold-face type) an Automatic Approval Notice. If Landlord
consents to any such Transfer, such consent shall be given on Landlord's form of
consent (which consent shall include, among other things, an acknowledgment by
the transferee that its rights arise through and are limited by the Lease, that
the transferee agrees to comply with the Lease (with such exceptions as may be
consented to by Landlord), and a written acknowledgment by Tenant evidencing
that Tenant is not released from its obligations under this Lease), which
consent document shall be executed by Tenant and the transferee of Tenant. It
shall nevertheless be a condition to the deemed effectiveness thereof that
Landlord be furnished with a fully executed copy of the full documentation
governing the Transfer, in the form and substance approved by Landlord. It shall
not be unreasonable for Landlord to object to Transfer document provisions
which, INTER ALIA, attempt to make Landlord a party to the Transfer document or
impose any obligation on Landlord to the subtenant.

          7.4. RECAPTURE. Upon receipt of Tenant's request for consent to a
proposed Transfer, Landlord may elect to recapture the Transfer Space.
Landlord's election to recapture must be in writing and delivered to Tenant
within thirty (30) days of Landlord's receipt of Tenant's request for permission
to Transfer all or a portion of the Demised Premises. Landlord's recapture shall
be effective (the "Effective Date") on a date selected by Landlord, which date
shall be (i) on or before the date which is twenty (20) days after the proposed
effective date of the Transfer, as specifically set forth in Tenant's written
request to Landlord for consent to a proposed Transfer, or (ii) if Tenant's
written request to Landlord for consent to a proposed Transfer does not contain
a proposed effective date, then on or before the date which is twenty (20) days
after Landlord's


                                      -21-
<PAGE>


election to recapture the Transfer Space; and, as of the Effective Date and with
respect to the Transfer Space, this Lease shall be terminated and Tenant shall
be released under this Lease, subject to any continuing liabilities or
obligations of Tenant which remain delinquent or uncured with respect to the
period prior to the Effective Date.

          7.5. CONDITIONS. In the event Landlord consents to a Transfer of all
or any portion of the Demised Premises, Landlord may condition its consent,
INTER ALIA, on agreement by Tenant and its assignee and/or sublessee, as the
case may be, that fifty (50%) percent of any rental payable under such Transfer
arrangement which exceeds (i) the amount of rental payable hereunder be payable
to Landlord, less (ii) the reasonable and necessary costs incurred by Tenant and
associated with such Transfer amortized over the remaining term of the Lease; as
consideration of the granting of such consent. Nothing herein shall, however, be
deemed to be a consent by Landlord of any Transfer or a waiver of Landlord's
right not to consent to any Transfer. Any purported Transfer not in accordance
with the terms hereof shall at Landlord's option, to be exercised at any time
after Landlord becomes aware of any such purported Transfer, be void, and may at
Landlord's option be treated as an event of default hereunder.

          7.6. SPECIAL CONDITIONS FOR TRANSFERS TO AFFILIATES OF TENANT.
Notwithstanding anything to the contrary set forth above, Tenant shall be
permitted without Landlord's prior written consent, and subject to the terms of
this subparagraph 7.6, to Transfer all or a portion of the Demised Premises to
an "Affiliate" of Tenant. For purposes of this subparagraph, Affiliate shall
mean; (i) a corporation which owns greater than fifty percent (50%) of the
outstanding common stock of Tenant, or (ii) a corporation which has greater than
fifty percent (50%) of its common stock owned by Tenant, or (iii) a partnership
which owns greater than fifty percent (50%) of the common stock of Tenant, or
(iv) a partnership which has greater than fifty percent (50%) or more of its
interest in partnership profits owned by Tenant, or (v) an entity which is the
surviving entity in a merger with Tenant pursuant to state corporation or
partnership law. The effectiveness of such Transfer to an Affiliate of Tenant
shall nevertheless be conditioned on the following: (a) Landlord receiving a
fully executed copy of the full documentation governing the Transfer, in the
form and substance approved by Landlord, and (b) such sublessee shall
acknowledge that its rights arise through and are limited by the Lease, and
shall agree to comply with the Lease (with such exceptions as may be consented
to by Landlord), and (c) a written acknowledgment by Tenant evidencing that
Tenant is not released from its obligations under this Lease.

          7.7. NO RELEASE. Notwithstanding any assignment of this Lease or
subletting of all or part of the Demised Premises, whether or not Landlord's
consent is required and/or obtained, Tenant shall remain fully liable under all
of the terms and provisions of this Lease, except in the event of recapture by
Landlord pursuant to Paragraph 7.4.

     8.   FIRE OR OTHER CASUALTY. In case of damage to the Demised Premises or
those portions of the Building providing access or essential services thereto,
by fire or other casualty, Landlord shall, at its expense, cause the damage to
be repaired to a condition as nearly as practicable to that existing prior to
the damage, with reasonable speed and diligence, subject to delays which may
arise by reason of adjustment of loss under insurance policies, Governmental
Regulations, and for delays beyond the control of Landlord, including a "force
majeure" (as defined below). Landlord shall not, however, be obligated to
repair, restore, or rebuild any of Tenant's property or any


                                      -22-
<PAGE>


alterations or additions made by Tenant. Landlord shall not be liable for any
inconvenience or annoyance to Tenant, or Tenant's visitors, or injury to
Tenant's business resulting in any way from such damage or the repair thereof
except, to the extent and for the time that the Demised Premises are thereby
rendered untenantable, the rent shall proportionately abate. In the event the
damage shall involve the Building generally and shall be so extensive that
Landlord shall decide, at its sole discretion, not to repair or rebuild the
Building, or if the casualty shall not be of a type insured against under
standard fire policies with extended type coverage, or if the holder of any
mortgage, deed of trust or similar security interest covering the Building shall
not permit the application of adequate insurance proceeds for repair or
restoration, this Lease shall, at the sole option of Landlord, exercisable by
written notice to Tenant given within sixty (60) days after Landlord is notified
of the casualty and to the extent thereof, be terminated as of a date specified
in such notice (which shall not be more than ninety [90] days thereafter), and
the rent (taking into account any abatement as aforesaid) shall be adjusted to
the termination date and Tenant shall thereupon promptly vacate the Demised
Premises. Furthermore, in the case of any such casualty, Landlord shall promptly
furnish to Tenant an estimate of the time necessary to repair and restore the
Building so as to permit the use of the Demised Premises for the use permitted
hereunder. If such estimated period for completion of the repair and restoration
of the Building exceeds three hundred sixty-five (365) days from the date of the
estimate, Tenant may, but only within twenty (20) days after Tenant's receipt of
the estimate, terminate this Lease by written notice to Landlord. If Tenant does
not so terminate, this Lease (subject to the provisions set forth herein), shall
remain in effect regardless of whether the actual restoration time differs from
the estimate; provided, however, in the event the actual restoration time
exceeds three hundred ninety-five (395) days from the date of the estimate,
Tenant shall have the further right to terminate this Lease by written notice to
Landlord, but only within twenty (20) days after the expiration of such three
hundred ninety-five (395) day period.

     9.   REGARDING INSURANCE AND LIABILITY.

          9.1. DAMAGE IN GENERAL. Tenant agrees that Landlord and its Building
manager and their respective partners, officers, employees and agents shall not
be liable to Tenant, and Tenant hereby releases such parties, for any personal
injury or damage to or loss of personal property in the Demised Premises from
any cause whatsoever unless such damage, loss or injury is the result of the
gross negligence or willful misconduct of Landlord, its Building manager, or
their partners, officers, employees or agents, and Landlord and its Building
manager and their partners, officers or employees shall not be liable to Tenant
for any such damage or loss whether or not the result of their gross negligence
or willful misconduct to the extent Tenant is compensated therefor by Tenant's
insurance or would have been compensated therefor under commonly available
commercial policies, and Landlord shall in no event be liable to Tenant for any
consequential damages.

          9.2. INDEMNITY. Tenant shall defend, indemnify and save harmless
Landlord and its agents and employees against and from all liabilities,
obligations, damages, penalties, claims, costs, charges and expenses, including
reasonable attorneys' fees, which may be imposed upon or incurred by or asserted
against Landlord and/or its agents or employees by reason of any of the
following which shall occur during the term of this Lease, or during any period
of time prior to the Commencement Date hereof or after the expiration date
hereof when Tenant may have been given access to or possession of all or any
part of the Demised Premises:


                                      -23-
<PAGE>


               (i)  any work or act done in, on or about the Demised Premises or
any part thereof at the direction of Tenant, its agents, contractors,
subcontractors, servants, employees, licensees or invitees, except if such work
or act is done or performed by Landlord or its agents or employees, contractors,
subcontractors, servants, employees, licensees or invitees;

               (ii) any negligence or other wrongful act or omission on the part
of Tenant or any of its agents, contractors, subcontractors, servants,
employees, subtenants, licensees or invitees;

               (iii) any accident, injury or damage to any person or property
occurring in, on or about the Demised Premises or any part thereof, unless
caused by the negligence or willful misconduct of Landlord, its employees or
agents; and

               (iv) any failure on the part of Tenant to perform or comply with
any of the covenants, agreements, terms, provisions, conditions or limitations
contained in this Lease on its part to be performed or complied with.

          9.3. TENANT'S INSURANCE. At all times during the term hereof, Tenant
shall maintain in full force and effect with respect to the Demised Premises and
Tenant's use thereof, comprehensive public liability insurance, naming Landlord
and Landlord's agent (and such other parties as Landlord may request) as
additional insureds, covering injury to persons in amounts at least equal to
$1,000,000.00 per occurrence and $2,000,000.00 general aggregate with an
umbrella policy of $4,000,000. Each such policy shall provide that it shall not
be cancelable without at least thirty (30) days prior written notice to Landlord
and to any mortgagee named in an endorsement thereto and shall be issued by an
insurer and in a form satisfactory to Landlord. Tenant shall lodge with Landlord
duplicate originals or certificates of such insurance, in a form acceptable to
Landlord, at or prior to the commencement date of the term hereof, together with
evidence of paid-up premiums, and shall lodge with Landlord renewals thereof at
least fifteen (15) days prior to expiration. In addition to the foregoing,
Tenant shall also be responsible, at Tenant's own cost, to keep and maintain (i)
insurance in respect of and covering Tenant's own furniture, furnishings,
equipment and other personal property, all insured for the replacement cost
thereof, against all risks and hazards, including but not limited to sprinkler
and leakage damage, and theft, and (ii) workers' compensation insurance at the
appropriate statutory limits, with respect to and covering all employees of
Tenant. Tenant shall also carry, at Tenant's own cost and expense, such other
insurance, in amounts and for coverages and on such other terms as Landlord may
from time to time deem commercially reasonable and appropriate. Tenant assumes
all risk of loss of any or all of its personal property.

          9.4. WAIVER OF SUBROGATION. Each party hereto hereby waives any and
every claim which arises or which may arise in its favor and against the other
party hereto during the term of this Lease or any extension or renewal thereof
for any and all loss of, or damage to, any of its property located within or
upon or constituting a part of the Building, to the extent that such loss or
damage is recovered under an insurance policy or policies and to the extent such
policy or policies contain provisions permitting such waiver of claims. Each
party shall cause its insurers to issue policies containing such provisions.


                                      -24-
<PAGE>


          9.5. LIMITATION ON PERSONAL LIABILITY. Anything in this Lease, either
expressed or implied, to the contrary notwithstanding, Tenant acknowledges and
agrees that each of the covenants, undertakings and agreements herein made on
the part of Landlord, while in form purporting to be covenants, undertakings and
agreements of Landlord, are, nevertheless, made and intended not as personal
covenants, undertakings and agreements of Landlord, or for the purpose of
binding Landlord personally or the assets of Landlord, except Landlord's
interest in the Building; and that no personal liability or personal
responsibility is assumed by, nor shall at any time be asserted or enforceable
against Landlord, any partner or member of Landlord, any parent or subsidiary of
Landlord, or any of their respective heirs, personal representatives, successors
and assigns, or officers or employees on account of this Lease or on account of
any covenant, undertaking or agreement of Landlord in this Lease contained, all
such personal liability and personal responsibility, if any, being expressly
waived and released by Tenant.

          9.6. SUCCESSORS IN INTEREST TO LANDLORD, MORTGAGEES. The term
"Landlord" as used in this Lease means the fee owner of the Building, or, if
different, the party holding and exercising the right, as against all others
(except space tenants of the Building) to possession of the entire Building.
Landlord as above-named represents that it is the holder of such rights as of
the date hereof. In the event of the voluntary or involuntary transfer of such
ownership or right to a successor-in-interest of Landlord, Landlord shall be
freed and relieved of all liability and obligation hereunder which shall
thereafter accrue and Tenant shall look solely to such successor-in-interest for
the performance of the covenants and obligations of the Landlord hereunder which
shall thereafter accrue except to the extent Landlord fails to deliver the
Security Deposit to such successor-in-interest. The liability of any such
successor in interest to Landlord under or with respect to this Lease shall be
strictly limited to and enforceable only out of its or their interest in the
Building and Land, and shall not be enforceable out of any other assets. No
mortgagee or ground lessor which shall succeed to the interest of Landlord
hereunder (either in terms of ownership or possessory rights) shall: (i) be
liable for any previous act or omission of a prior Landlord, (ii) be subject to
any rental offsets or defenses against a prior Landlord, (iii) be bound by any
amendment of this Lease made without its written consent, (iv) be bound by
payment by Tenant of rent in advance in excess of one (1) month's rent, (v) be
liable for any construction of the improvements to be made to the Demised
Premises, or for any allowance or credit to Tenant for rent, construction costs
or other expenses, or (vi) be liable for any security deposit not actually
received by it. Subject to the foregoing, the provisions hereof shall be binding
upon and inure to the benefit of the successors and assigns of Landlord.

          9.7. SURVIVAL. The provisions of this Paragraph 9 shall survive
termination of this Lease.

     10.  EMINENT DOMAIN. If all or any part of the Building shall be taken or
condemned for public or quasi-public use under any statute or by right of
eminent domain or private purchase in lieu thereof by any competent authority,
Tenant shall have no claim against Landlord and shall not have any claim or
right to any portion of the amount that may be awarded as damages or paid as a
result of any such condemnation or purchase; and all right of the Tenant to
damages therefor are hereby assigned by Tenant to Landlord. The foregoing shall
not, however, deprive Tenant of any separate award for moving expenses, business
dislocation damages or for any other award which would not reduce the award
payable to Landlord. Upon the date the right to possession shall vest in the


                                      -25-
<PAGE>


condemning authority, this Lease shall (i) only in the case of condemnation or
taking of a part of the Building which results in the untenantability of the
Demised Premises or the condemnation or taking of the entire or a substantial
part of the Building (which may or may not include the Demised Premises), at the
option of Landlord; or (ii) only in the case of condemnation or taking of the
entire Building or such partial taking as results in the untenantability of the
Demised Premises, at the option of Tenant; cease and terminate with rent
adjusted to such date and Tenant shall have no claim against Landlord for the
value of any unexpired term of this Lease.

     11.  INSOLVENCY. Each of the following shall constitute an event of default
by Tenant under this Lease, upon the occurrence of any such event of default
Landlord shall have, without need of any notice, the rights and remedies
enunciated in Paragraph 12 of this Lease for events of default hereunder: (i)
the commencement of levy, execution or attachment proceedings against Tenant,
any principal (which shall be defined as any individual or entity having a
direct or indirect ownership interest in Tenant of more than 25%) thereof or any
partner therein or any surety or guarantor thereof (hereinafter a "Surety") or
any of the assets of Tenant, or the application for or appointment of a
liquidator, receiver, custodian, sequester, conservator, trustee, or other
similar judicial officer, for Tenant, any principal thereof or any partner
therein or any Surety; or (ii) the insolvency, under either the bankruptcy or
equity definition, of Tenant or any principal thereof or partner therein or any
Surety; or (iii) the assignment for the benefit of creditors, or the admission
in writing of an inability to pay debts generally as they become due, or the
ordering of the winding-up or liquidation of the affairs of Tenant or any
principal thereof or partner therein or any Surety; or (iv) the commencement of
a case by or against Tenant or any principal thereof or partner therein or any
Surety under any insolvency, bankruptcy, creditor adjustment, debtor
rehabilitation or similar laws, state or federal, or the determination by any of
them to request relief under any insolvency, bankruptcy, creditor adjustment,
debtor rehabilitation or similar proceeding, state or federal, including,
without limitation, the consent by any of them to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian, sequester or
similar official for it or for any of its respective property or assets (unless,
in the case of involuntary proceedings, the same shall be dismissed within sixty
[60] days after institution).

     12.  DEFAULT.


                                      -26-
<PAGE>


          12.1. EVENTS OF DEFAULT. If Tenant shall fail to take possession of
the Demised Premises on the Commencement Date, or if Tenant fails to pay rent or
any other sums payable to Landlord hereunder within five (5) days after written
notice that it is due (PROVIDED, HOWEVER, that Landlord shall not be required to
give any such notice more than once within any twelve (12) month period), or if
Tenant shall fail to perform or observe any of the other covenants, terms or
conditions contained in this Lease within fifteen (15) days (or such longer
period as is reasonably required to correct any such default, provided Tenant
promptly commences and diligently continues to effectuate a cure [but in any
event within thirty (30) days]) after written notice thereof by Landlord;
PROVIDED, HOWEVER, that Landlord shall not be required to give any such notice
more than once within any twelve (12) month period, and PROVIDED THAT the events
hereinafter enumerated shall be deemed events of default under this Lease
without any notice, grace or cure period: (a) if any of the events specified in
Paragraph 11 occur, or (b) if Tenant fails to take actual bona-fide occupancy of
the Demised Premises or manifests an intention not to take actual, bona-fide
occupancy of the Demised Premises, or if Tenant vacates or abandons the Demised
Premises during the term hereof or removes or manifests an intention to remove
any of Tenant's goods or property therefrom other than in the ordinary and usual
course of Tenant's business, or (c) if any corporate surety or guarantor of this
Lease merges with another entity, or liquidates or dissolves or changes control
or if any surety or guarantor of this Lease fails to comply with all of the
provisions of its suretyship or guaranty agreement, then, and in any of such
cases (notwithstanding any former breach of covenant or waiver thereof in a
former instance)(each of the foregoing an "Event of Default"), Landlord, in
addition to all other rights and remedies available to it by law or equity or by
any other provisions hereof, may at any time thereafter:

               (i)  upon three (3) days' notice to Tenant, declare to be
immediately due and payable, on account of the rent and other charges herein
reserved for the balance of the term of this Lease (taken without regard to any
early termination of such term on account of an Event of Default), a sum equal
to the Accelerated Rent Component (as hereinafter defined), in which event
Tenant shall remain liable to Landlord as hereinafter provided; and/or

               (ii) whether or not Landlord has elected to recover the
Accelerated Rent Component, terminate this Lease on at least five (5) days'
notice to Tenant and, on the date specified in such notice, this Lease and the
term hereby demised and all rights of Tenant hereunder shall expire and
terminate and Tenant shall thereupon quit and surrender possession of the
Demised Premises to Landlord in the condition elsewhere herein required in which
event Tenant shall continue to remain liable to Landlord as provided in this
Lease.

          12.2. ACCELERATED RENT COMPONENT. For purposes hereof, the
"Accelerated Rent Component" shall mean the aggregate of:

               (i)  all rent and other charges, payments, costs and expenses due
from Tenant to Landlord and in arrears at the time of the election of Landlord
to recover the Accelerated Rent Component;

               (ii) the minimum rent reserved for the then entire unexpired
balance of the term of this Lease (taken without regard to any early termination
of the term by virtue of an Event of Default), plus all other charges, payments,
costs and expenses herein agreed to be paid by


                                      -27-
<PAGE>


Tenant up to the end of such term which shall be capable of precise
determination at the time of Landlord's election to recover the Accelerated Rent
Component; and

               (iii) Landlord's good faith estimate of all charges, payments,
costs and expenses herein agreed to be paid by Tenant up to the end of such term
which shall not be capable of precise determination as aforesaid (and for such
purposes no estimate of any component of additional rent to accrue pursuant to
the provisions of Paragraph 4 hereof shall be less than the amount which would
be due if each such component continued at the highest monthly rate or amount in
effect during the twelve [12] months immediately preceding the Event of
Default).

Provided, however that the amounts described in Subsections (ii) and (iii) above
shall be discounted to present value (as of the date of receipt) at two percent
(2%) below the then existing "prime rate" established by First Union National
Bank, Philadelphia, Pennsylvania, or its successor.

          12.3. RE-ENTRY. In any case in which this Lease shall have been
terminated, or in any case in which Landlord shall have elected to recover the
Accelerated Rent Component and any portion of such sum shall remain unpaid,
Landlord may, without further notice and without prejudice to any other remedy
Landlord may have, enter upon and repossess the Demised Premises, by force,
summary proceedings, ejectment or otherwise, and may dispossess Tenant and
remove Tenant and all other persons and property from the Demised Premises,
without resorting to the dispossessory procedures set forth in O.C.G.A. Sections
44-7-50 ET. SEQ., and may expel or remove Tenant and any of Tenant's property,
and may change or replace the locks on the door(s) to the Demised Premises, all
without being liable for any claim for trespass, loss or damage therefor, and
may have, hold and enjoy the Demised Premises and the rents and profits
therefrom. Landlord may, in its own name, as agent for Tenant, if this Lease has
not been terminated, or in its own behalf, if this Lease has been terminated,
relet the Demised Premises or any part thereof for such term or terms (which may
be greater or less than the period which would otherwise have constituted the
balance of the term of this Lease) and on such terms, conditions and provisions
(which may include concessions or free rent) as Landlord in its sole discretion
may determine. Landlord may, in connection with any such reletting, cause the
Demised Premises to be redecorated, altered, divided, consolidated with other
space or otherwise changed or prepared for reletting. At Landlord's option, such
reletting shall or shall not be deemed a surrender and acceptance of the Demised
Premises.

          12.4. CONTINUING LIABILITY. Tenant shall, with respect to all periods
of time up to and including the expiration of the term of this Lease (or what
would have been the expiration date in the absence of default or breach) remain
liable to Landlord as follows:

               (i)  In the event of termination of this Lease on account of an
Event of Default, Tenant shall remain liable to Landlord for damages equal to
the rent and other charges payable under this Lease by Tenant as if this Lease
were still in effect, less the net proceeds of any reletting after deducting all
costs incident thereto (including without limitation all repossession costs, any
brokerage and management commissions, operating and legal expenses and fees,
alteration costs and expenses of preparation for reletting, and interest
relating thereto) and to the extent such damages shall not have been recovered
by Landlord by virtue of payment by Tenant of the Accelerated Rent Component
(but without prejudice to the right of Landlord to demand and receive


                                      -28-
<PAGE>


the Accelerated Rent Component), such damages shall be payable to Landlord
monthly upon presentation to Tenant of a bill for the amount due.

               (ii) In the event and so long as this Lease shall not have been
terminated after an Event of Default, the rent and all other charges payable
under this Lease shall be reduced by the net proceeds of any reletting by
Landlord (after deducting all costs incident thereto as above set forth) and by
any portion of the Accelerated Rent Component paid by Tenant to Landlord, and
any amount due to Landlord shall be payable monthly upon presentation to Tenant
of a bill for the amount due.

          12.5. CREDIT. In the event Landlord, after an Event of Default, shall
recover the Accelerated Rent Component from Tenant and it shall be determined at
the expiration of the term of this Lease (taken without regard to early
termination for an event of Default) that a credit is due Tenant because the net
proceeds of reletting, as aforesaid, plus the amounts paid to Landlord by Tenant
exceed the aggregate of rent and other charges accrued in favor of Landlord to
the end of such term, Landlord shall retain such excess.

          12.6. NO DUTY TO RELET. Landlord shall in no event be responsible or
liable for any failure to relet the Demised Premises or any part thereof, or for
any failure to collect any rent due upon a reletting, except to the extent of
Landlord's obligations under law. Without limiting the foregoing general
statement of Landlord's rights in such regard, Landlord shall have no obligation
to relet all or any portion of the Demised Premises in preference or priority to
any other space Landlord may have available for rent or lease elsewhere in the
Building or otherwise.

          12.7. BANKRUPTCY. Nothing contained in this Lease shall limit or
prejudice the right of Landlord to prove for and obtain as damages incident to a
termination of this Lease, in any bankruptcy, reorganization or other court
proceedings, the maximum amount allowed by any statute or rule of law in effect
when such damages are to be proved.

          12.8. WAIVER OF DEFECTS. Tenant hereby waives all errors and defects
of a procedural nature in any proceedings brought against it by Landlord under
this Lease and further waives the right to impose any counterclaim of any nature
or description which is not directly related to this Lease in any such
proceeding. Tenant further waives the right to trial by jury and any notices to
quit as may be specified in O.C.G.A. Sections 44-7-50 ET. SEQ., as the same may
have been or may hereafter be amended, and agrees that the notices provided in
this Lease shall be sufficient in any case where a longer period may be
statutorily specified.

          12.9. NON-WAIVER BY LANDLORD. The failure of Landlord to insist in any
one or more instances upon the strict performance of any one or more of the
agreements, terms, covenants, conditions or obligations of this Lease, or to
exercise any right, remedy or election herein contained, shall not be construed
as a waiver or relinquishment in the future of such performance or exercise, but
the same shall continue and remain in full force and effect with respect to any
subsequent breach, act or omission.

          12.10. PARTIAL PAYMENT. No payment by Tenant or receipt by Landlord of
a lesser amount than the correct minimum rent or additional rent due hereunder
shall be deemed to be other


                                      -29-
<PAGE>


than a payment on account, nor shall any endorsement or statement on any check
or any letter accompanying any check or payment be deemed to effect or evidence
an accord and satisfaction, and Landlord may accept such check or payment
without prejudice to Landlord's right to recover the balance or pursue any other
remedy in this Lease or at law provided.

          12.11. OVERDUE PAYMENTS. If rent or any other sum due from Tenant to
Landlord shall be overdue for more than ten (10) days, it shall from the
original due date, until paid, bear interest at the higher of (i) five percent
(5%) above the prime rate published in the Wall Street Journal, if available
(and, if not available, then such comparable substitute rate as may be selected
by Landlord), from time to time, and (ii) the rate of twenty-five percent (25%)
per annum (or, if lower, the highest legal rate).

          12.12. CUMULATIVE REMEDIES. No right or remedy herein conferred upon
or reserved to Landlord is intended to be exclusive of any other right or remedy
herein or by law provided, but each shall be cumulative and in addition to every
other right or remedy given herein or now or hereafter existing at law or in
equity or by statute.

     13.  SUBORDINATION.

          13.1. GENERAL. This Lease is and shall be subject and subordinate to
all ground or underlying leases of the Building and to all mortgages, deeds of
trust and similar security documents which may now or hereafter be secured upon
the Building, and to all renewals, modifications, consolidations, replacements
and extensions thereof. This clause shall be self-operative and no further
instrument of subordination shall be required by any lessor or mortgagee, but in
confirmation of such subordination, Tenant shall execute, within ten (10) days
after request by Landlord, any certificate that Landlord may reasonably require
acknowledging such subordination. Notwithstanding the foregoing, the party
holding the instrument to which this Lease is subordinate shall have the right
to recognize and preserve this Lease in the event of any foreclosure sale or
possessory action, and in such case, this Lease shall continue in full force and
effect at the option of the party holding the superior lien and Tenant shall
attorn to such party and shall execute, acknowledge and deliver any instrument
that has for its purpose and effect the confirmation of such attornment. If
Landlord shall so request, Tenant shall send to any mortgagee or ground lessor
of the Building designated by Landlord, a copy of any notice or future notice
given by Tenant to Landlord (i) alleging material breach by Landlord in its
obligations under this Lease, (ii) exercising an option to renew, expand or
terminate the lease, and/or (iii) any other material communications.

          13.2. RIGHTS OF MORTGAGEE OR GROUND LESSOR. In the event of any act or
omission of Landlord which would give Tenant the right, immediately or after
lapse of a period of time, to cancel or terminate this Lease, or to claim a
partial or total eviction, Tenant shall not exercise such right (i) until it has
given written notice of such act or omission to the holder of each such mortgage
and ground lease whose name and address shall previously have been furnished to
Tenant in writing, and (ii) until a reasonable period for remedying such act or
omission shall have elapsed following the giving of such notice (which
reasonable period shall in no event be less than the period to which Landlord
would be entitled, under this Lease or otherwise, after similar notice, to
effect such remedy plus an additional period of time of thirty (30) days for a
monetary default, or for any other default, the number of days reasonably
required for the holder of each such mortgage and ground lease to


                                      -30-
<PAGE>


obtain possession of the Building and to cure such default (but in no event less
than an additional 45 days period)).

          13.3. MODIFICATIONS. If, in connection with obtaining, continuing or
renewing financing for which the Building, Land or the Demised Premises or any
interest therein represents collateral in whole or in part, a banking, insurance
or other lender shall request reasonable modifications of this Lease as a
condition of such financing, Tenant will not unreasonably withhold, delay,
condition or defer its consent thereto, PROVIDED THAT such modifications do not
increase the monetary obligations of Tenant hereunder or adversely affect to a
material degree Tenant's leasehold interest hereby created.

     14.  NOTICES. All notices and other communications hereunder, to be
effective, must be in writing (whether or not a writing is expressly required
hereby), and must be either (i) hand delivered, or (ii) sent by a recognized
national overnight courier service, fees prepaid, or (iii) sent by United States
registered or certified mail, return receipt requested, postage prepaid, or (iv)
sent by facsimile transmission (with a confirmation copy immediately to follow
by any of the methods of delivery set forth above); in all of the foregoing
cases to the following respective addresses:

          14.1. IF TO LANDLORD:

                ML - Capital City, L.L.C. and Lakes - Capital City, L.L.C.
                c/o The Rubenstein Company, L.P.
                4100 One Commerce Square
                2005 Market Street
                Philadelphia, Pennsylvania 19103
                Attention: David B. Rubenstein
                           R. Bruce Balderson, Jr., Esq.
                FAX:  (215) 563-4110

          14.2. IF TO TENANT:

                PRIOR TO THE COMMENCEMENT DATE:

                CTN Media Group, Inc.
                5784 Lake Forrest Drive
                Suite 275
                Atlanta, GA 30328
                Attention: Jason Elkin, Chairman and CEO
                FAX: 404-256-9168

                FOLLOWING THE COMMENCEMENT DATE:

                CTN Media Group, Inc.
                One Capital City Plaza
                3350 Peachtree Road, N.E.
                Suite 1500



                                      -31-
<PAGE>


                Atlanta, Georgia 30326
                Attention:  Jason Elkin, Chairman and CEO
                FAX:  404-256-9168

or at such other address or to the attention of such other person as either
party may hereafter give the other for such purpose. Notices will be deemed to
have been given (a) when so delivered (by hand delivery, courier service or
facsimile transmission as aforesaid), or (b) three days after being so mailed
(by registered or certified mail as aforesaid).

     15.  HOLDING OVER. Should Tenant continue to occupy the Demised Premises
after expiration of the Term of this Lease or any renewal or renewals thereof,
or after a forfeiture or other termination thereof, such tenancy shall (without
limitation on any of Landlord's rights or remedies therefor) be one at
sufferance from month to month at a minimum monthly rent equal to twice the
greater of (i) the sum of minimum rent and additional rent payable for the last
month of the term of this Lease or, (ii) the fair market rental value at the
time of such holdover, and, in addition to either of the foregoing, all other
charges payable with respect to such last month of this Lease and all damages
suffered or incurred by Landlord as a result of or arising from such holdover
tenancy. Nothing contained herein shall grant Tenant the right to holdover after
the term of this Lease has expired.

     16.  RESERVATIONS IN FAVOR OF LANDLORD. (i) All walls, windows and doors
bounding the Demised Premises (including exterior Building walls, core corridor
walls and doors and any core corridor entrance), except the inside surfaces
thereof, (ii) any terraces or roofs adjacent to the Demised Premises, and (iii)
any space in or adjacent to the Demised Premises used for shafts, pipes,
conduits, fan rooms, ducts, electric or other utilities, sinks or other Building
facilities, and the use thereof, as well as reasonable access thereto through
the Demised Premises for the purposes of operation, maintenance, decoration and
repair, are reserved to Landlord.

     17.  COMPLETION OF IMPROVEMENTS; DELAY IN POSSESSION.

          17.1. LANDLORD IMPROVEMENTS. Landlord, at Landlord's own cost, shall
furnish, install and otherwise provide and be responsible for all "Landlord
Improvements" identified on Exhibit "F", and Landlord shall perform, observe and
complete its obligations with respect to Landlord Improvements, all within the
time periods therefor and all as more completely set forth herein and in Exhibit
"F".

          17.2. Intentionally Omitted.

          17.3. PERFORMANCE OF LANDLORD AND TENANT IMPROVEMENTS. The
responsibility for costs, preparation of preliminary and final plans, working
drawings and specifications, bidding process, contracting, payment arrangements,
and all other undertakings with respect to the design and performance of
Landlord Improvements and Tenant Improvements, and the timing and mechanics
thereof and therefor, including Landlord's and Tenant's respective consent and
approval rights related thereto, and also including matters relating to the
consequences of delays and the meaning and definition of "Substantial
Completion," are all as set forth herein and in Exhibit "F".


                                      -32-
<PAGE>


          17.4. ACCEPTANCE. Tenant represents that the Building, Land, and the
Demised Premises, the street or streets, sidewalks, parking areas, curbs and
access ways adjoining them, and the present uses and non-uses thereof, have been
examined by Tenant, and Tenant accepts them in the condition or state in which
they now are, or any of them now is (subject to Landlord's rights as set forth
in this Lease, including, without limitation, under Section 1.2 hereof), without
relying on any representation, covenant or warranty, express or implied, by
Landlord, except as may be expressly contained herein with respect to Landlord
Improvements to be constructed in the Demised Premises. Tenant's occupancy of
the Demised Premises shall constitute acceptance of the Landlord Improvements,
as set forth in this Paragraph, subject to paragraph 2.4 hereof. The provisions
of this Paragraph shall survive the termination of this Lease.

          17.5. DELAY IN POSSESSION. If Landlord shall be unable to deliver
possession of the Demised Premises to Tenant on the date specified for
commencement of the term hereof (i) because a certificate of occupancy has not
been procured, or (ii) because of the holding over or retention of possession of
any tenant or occupant, or (iii) if repairs, improvements or decoration of the
Demised Premises, or of the Building, are not completed, or (iv) because of the
operation of a "force majeure" (which shall mean any delay in performance
hereunder caused by any event beyond the control of Landlord including without
limitation, labor disputes, civil commotion, war, war-like operations, invasion,
rebellion, hostilities, military power, sabotage, governmental regulations or
controls, fire or other casualty, inability to obtain material or services or
acts of God), or (v) for any reason identified in Exhibit "F" attached hereto,
or for any other reason, then in any such case Landlord shall not be subject to
any liability to Tenant. Under such circumstances, except as set forth in
Exhibit "F" to this Lease relating to delays resulting from actions or omissions
by Tenant, the rent reserved and covenanted to be paid herein and the term of
this Lease shall not commence until possession of the Demised Premises is given
or the Demised Premises are available for occupancy by Tenant, and no such
failure to give possession shall in any other respect affect the validity of
this Lease or any obligation of the Tenant hereunder (except as to the date of
commencement of accrual of rent).

     18.  COMMUNICATION AND COMPUTER LINES. Tenant may install, maintain,
replace, remove or use any communications or computer wires, cables and related
devices (collectively the "Lines") at the Building in or serving the Demised
Premises, provided: (a) Tenant shall obtain Landlord's prior written consent,
use an experienced and qualified contractor approved in writing by Landlord, and
comply with all of the other provisions of Paragraph 6.7, (b) any such
installation, maintenance, replacement, removal or use shall comply with all
Governmental Requirements applicable thereto and good work practices including,
but not limited to, the National Electrical Code and all requirements of the
National Fire Protection Agency and Underwriters Laboratories and shall not
interfere with the use of any then existing Lines at the Building, (c) an
acceptable number of spare Lines and space for additional Lines shall be
maintained for existing and future occupants of the Building, as determined in
Landlord's reasonable opinion, (d) if Tenant at any time uses any equipment that
may create an electromagnetic field exceeding the normal insulation ratings of
ordinary twisted pair riser cable or may cause radiation higher than normal
background radiation or may induce a harmonic frequency that results in any
disruption to Building systems or functions, the Lines therefor (including riser
cables) shall be appropriately insulated and/or filtered to prevent such
excessive electromagnetic fields, radiation or harmonic frequency, (e) as a
condition to permitting the installation of new Lines, Landlord may require that
Tenant remove existing Lines located in or


                                      -33-
<PAGE>


serving the Demised Premises, (f) Tenant's rights shall be subject to the rights
of any regulated telephone company, and (g) Tenant shall pay all costs in
connection therewith, and Landlord reserves the right to require that Tenant
remove any Lines located in or serving the Demised Premises which are installed
in violation of these provisions, or which are at any time in violation of any
Governmental Requirements or represent a dangerous or potentially dangerous
condition (whether such Lines were installed by Tenant or any other party),
within three (3) days after written notice.

          18.1. LANDLORD RESERVATION. Landlord may (but shall not have the
obligation to): (i) install new Lines at the Building (ii) create additional
space for Lines at the Building, and (iii) reasonably direct, monitor and/or
supervise the installation, maintenance, replacement and removal of, the
allocation and periodic re-allocation of available space (if any) for, and the
allocation of excess capacity (if any) on, any Lines now or hereafter installed
at the Building by Landlord, Tenant or any other party (but Landlord shall have
no right to monitor or control the information transmitted through such Lines).
Such rights shall not be in limitation of other rights that may be available to
Landlord by Governmental Requirements or otherwise. If Landlord exercises any
such rights, Landlord may charge Tenant for the costs attributable to Tenant, or
may include those costs and all other costs in Operating Expenses (including
without limitation, costs for acquiring and installing Lines and risers to
accommodate new Lines and spare Lines, any associated computerized system and
software for maintaining records of Line connections, and the fees of any
consulting engineers and other experts); provided, any capital expenditures
included in Operating Expenses hereunder shall be amortized (together with
reasonable finance charges) over the useful life of such item (but in no event
longer than five years).

          18.2. REMOVAL OF LINES. Notwithstanding anything to the contrary
contained in Paragraph 6.4, Landlord reserves the right to require that Tenant
remove any or all Lines installed by or for Tenant within or serving the Demised
Premises and restore any penetrations by or for Tenant (such that the same shall
be in compliance with all applicable Governmental Requirements) upon termination
of this Lease, provided Landlord notifies Tenant prior to or within thirty (30)
days following such termination. Any Lines not required to be removed pursuant
to this Paragraph shall, at Landlord's option, become the Property of Landlord
(without payment by Landlord). If Tenant fails to remove such Lines as required
by Landlord, or violates any other provision of this Paragraph, Landlord may,
after twenty (20) days written notice to Tenant, remove such Lines or remedy
such other violation, at Tenant's expense (without limiting Landlord's other
remedies available under this Lease or applicable Governmental Requirements).
Tenant shall not, without the prior written consent of Landlord in each
instance, grant to any third party a security interest or lien in or on the
Lines, and any such security interest or lien granted without Landlord's written
consent shall be null and void. Except to the extent arising from the
intentional or negligent acts of Landlord or Landlord's agents or employees,
Landlord shall have no liability for damages arising from, and Landlord does not
warrant that the Tenant's use of any Lines will be free from the following
(collectively called "Line Problems"): (x) any eavesdropping or wire-tapping by
unauthorized parties, (y) any failure of any Lines to satisfy Tenant's
requirements, or (z) any shortages, failures, variations, interruptions,
disconnections, loss or damage caused by the installation, maintenance,
replacement, use or removal of Lines by or for other tenants or occupants at the
Building, by any failure of the environmental conditions or the power supply for
the Building to conform to any requirements for the Lines or any associated
equipment, or any other problems associated with any


                                      -34-
<PAGE>


Lines by any other cause. Under no circumstances shall any Line Problems be
deemed an actual or constructive eviction of Tenant, render Landlord liable to
Tenant for abatement of Rent, or relieve Tenant from performance of Tenant's
obligations under this Lease. Landlord in no event shall be liable for damages
by reason of loss of profits, business interruption or other consequential
damage arising from any Line Problems.

          18.3. COMMUNICATION CONTRACTORS. Landlord has informed Tenant that
certain office and communication services may be offered to tenants of the
Building by an entity which may or may not be related to or under contract with
Landlord ("Supplier"). Tenant shall be permitted to contract with Supplier for
the provision of any or all of such services on such terms and conditions as
Tenant and Supplier may agree. Tenant shall also be permitted to obtain office
and communication services from any other reputable person or entity in the
business of providing the same (hereinafter referred to as "Separate Supplier"),
provided that Landlord shall not be required thereby to make any alterations in
or to any part of the Building or the use of any facilities or equipment of the
Building, and provided further that no such services provided by a Separate
Supplier, or any equipment or facilities used or to be used in connection
therewith, shall be incompatible in any respect with, or shall interfere with or
otherwise impair or adversely affect the operation, reliability or quality of
any Building systems or any services, equipment or facilities used or operated
by Supplier or any tenant in the Building. Tenant acknowledges and agrees that:
(a) Landlord has made no warranty or representation to Tenant with respect to
the availability of any such services, whether provided by Supplier or any
Separate Supplier, or the quality, reliability or suitability thereof; (b)
neither Supplier nor any Separate Supplier is acting as the agent or
representative of Landlord in the provision of such services, and Landlord shall
have no liability or responsibility for any failure or inadequacy of such
services, or any equipment or facilities used in the furnishing thereof, or any
act or omission of Supplier or any Separate Supplier or their agents, employees,
representatives, officers or contractors; (c) if Tenant so contracts for such
services with Supplier or Separate Supplier, Landlord shall have no
responsibility or liability for the installation, alteration, repair,
maintenance, furnishing, operation, adjustment or removal of any such services,
equipment, or facilities; and (d) any contract or other agreement between Tenant
and Supplier or any Separate Supplier shall be independent of this Lease, the
obligations of Tenant hereunder, and the rights of Landlord hereunder, and,
without limiting the foregoing, no default or failure of Supplier or any
Separate Supplier with respect to any such contract or agreement relating
thereto, shall have any effect on this Lease or give to Tenant any offset or
defense to the full and timely performance of its obligations hereunder, entitle
Tenant to any abatement of rent or any other payment required to be made by
Tenant hereunder or constitute any actual or constructive eviction of Tenant or
otherwise give rise to any other claim of any nature against Landlord. If Tenant
does not contract for such office and communication services with a Supplier or
Separate Supplier, this subparagraph shall be deemed of no force or effect under
this Lease.

     19.  LANDLORD'S RELIANCE. Landlord has executed the Lease in reliance upon
certain financial information which has been submitted by Tenant to Landlord
prior to the execution of the Lease (the "Financial Information"). From time to
time, upon five (5) days written request by Landlord, Tenant will submit to
Landlord current financial information (any such information is hereinafter
referred to as the "Updated Financial Information"), in detail reasonably
satisfactory to Landlord, in order for Landlord to determine properly Tenant's
then financial condition. As a material inducement to Landlord to enter into
this Lease, Tenant (and each party executing this


                                      -35-
<PAGE>


Lease on behalf of Tenant individually) represents and warrants to Landlord
that: (i) the Financial Information (and, upon submission, the Updated Financial
Information) is complete, true and correct and a presents a fair representation
of Tenant's financial condition at the time of signing of this Lease; (ii)
Tenant and the party executing on behalf of Tenant are fully and properly
authorized to execute and enter into this Lease on behalf of Tenant and to
deliver the same to Landlord; (iii) the execution, delivery and full performance
of this Lease by Tenant do not and shall not constitute a violation of any
contract, agreement, undertaking, judgment, law, decree, governmental or court
order or other restriction of any kind to which Tenant is a party or by which
Tenant may be bound; (iv) Tenant has executed this Lease free from fraud, undue
influence, duress, coercion or other defenses to the execution of this Lease;
(v) this Lease constitutes a valid and binding obligation of Tenant, enforceable
against Tenant in accordance with its terms; (vi) each individual executing this
Lease on behalf of Tenant is legally competent, has attained the age of majority
and has full capacity to enter into this Lease; and (vii) if Tenant is a
corporation, a partnership or a limited liability company: (a) Tenant is duly
organized, validly existing and in good standing under the laws of the state of
its organization and has full power and authority to enter into this Lease, to
perform its obligations under this Lease in accordance with its terms, and to
transact business in Georgia; (b) the execution of this Lease by the individual
or individuals executing it on behalf of Tenant, and the performance by Tenant
of its obligations under this Lease, have been duly authorized and approved by
all necessary corporate, partnership or limited liability company action, as the
case may be; and (c) the execution, delivery and performance of this Lease by
Tenant is not in conflict with Tenant's bylaws or articles of incorporation,
agreement of partnership, limited liability company operating agreement or
certificate of formation or other organization documents or charters,
agreements, rules or regulations governing Tenant's business as any of the
foregoing may have been supplemented, modified, amended, or altered in any
manner.

     20.  PRIOR AGREEMENTS; AMENDMENTS. This Lease constitutes the entire
agreement between the parties relating to the subject matter contained herein.
Neither party hereto has made any representations or promises except as
contained herein or in some further writing signed by the party making such
representation or promise, which, by its express terms, is intended to
supplement the terms hereof. Without limiting the foregoing, this Lease
supersedes all prior negotiations, agreements, informational brochures, letters,
promotional information, proposals, and other statements and materials made or
furnished by Landlord or its agents. No agreement hereinafter made shall be
effective to change, modify, discharge, waive obligations under, or effect an
abandonment of this Lease, in whole or in part, unless such agreement is in
writing and is signed by the party against whom enforcement of the change,
modification, discharge, waiver or abandonment is sought. Furthermore, Tenant
acknowledges that no warranty, representation, covenant, writing, document,
instrument, amendment, modification, agreement or like instrument shall be
binding upon or enforceable against Landlord unless executed by Landlord.

     21.  CAPTIONS. The captions of the paragraphs and subparagraphs in this
Lease are inserted and included solely for convenience and shall not be
considered or given any effect in construing the provisions hereof.

     22.  LANDLORD'S RIGHT TO CURE. Landlord may (but shall not be obligated
to), on five (5) days' notice to Tenant (except that no notice need be given in
case of emergency), cure on behalf of Tenant any default hereunder by Tenant,
and the cost of such cure (including any attorney's fees


                                      -36-
<PAGE>


incurred and reasonable interest on such costs to cure) shall be deemed
additional rent payable upon demand.

     23.  ESTOPPEL STATEMENT. Tenant shall from time to time, within ten (10)
days after request by Landlord, execute, acknowledge and deliver to Landlord, or
to any third party designated by Landlord, a statement certifying that this
Lease is unmodified and in full force and effect (or that the same is in full
force and effect as modified, listing any instruments of modification),
confirming the rents and other charges under this Lease and the dates to which
rent and other charges have been paid, and certifying whether or not, to the
best of Tenant's knowledge, Landlord is in default hereunder or whether Tenant
has any claims or demands against Landlord (and, if so, the default, claim
and/or demand shall be specified) and such other reasonable information as
Landlord shall require, in the form set forth in Exhibit "G" hereto or such
similar form as may be required by any subsequent mortgagee or third party
assuming such statements are true. To the extent such estoppel statement is not
received from Tenant in a timely manner in accordance with this Paragraph,
Landlord shall be entitled to furnish to any third party to whom such estoppel
statement would have been delivered Landlord's good faith statement to the
effect requested from Tenant, and Tenant shall be bound by, and deemed to have
delivered, such Landlord's estoppel statement with respect to this Lease. Any
such estoppel statement may be relied upon by Landlord, any mortgagees,
auditors, insurance carriers and prospective purchasers.

     24.  Intentionally Omitted.

     25.  BROKER. Tenant represents and warrants that it has not dealt with any
broker or agent in the negotiation for or the obtaining of this Lease, other
than The Rubenstein Brokerage Group, Inc. and Lilly Realty Associates, Inc.
("Brokers"), and agrees to indemnify, defend and hold Landlord harmless from any
and all cost or liability for compensation claimed by any such broker or agent,
other than Brokers, employed or engaged by it or claiming to have been employed
or engaged by it. Each of the Brokers is entitled to a leasing commission in
connection with the making of this Lease, and Landlord shall pay such commission
to each of the Brokers pursuant to a separate agreement between Landlord and
each of the respective Brokers.

     26.  MISCELLANEOUS.

          26.1. CERTAIN INTERPRETATIONS. The word "Tenant" as used in this Lease
shall be construed to mean tenants in all cases whether there is more than one
tenant (and in such case the liability of such tenants shall be joint and
several), and the necessary grammatical changes required to make the provisions
hereof apply to corporations, partnerships or individuals, men or women, shall
in all cases be assumed as though in each case fully expressed. Each provision
hereof shall extend to and shall, as the case may require, bind and inure to the
benefit of Tenant and its successors and assigns, provided that this Lease shall
not inure to the benefit of any assignee or successor of Tenant except upon the
express written consent of Landlord as herein provided.

          26.2. PARTIAL INVALIDITY. If any of the provisions of this Lease, or
the application thereof to any person or circumstances, shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
such provision or provisions to persons or circumstances other than those as to
whom or to which it is held invalid or unenforceable, shall not


                                      -37-
<PAGE>


be affected thereby, and every provision of this Lease shall be valid and
enforceable to the fullest extent permitted by law.

          26.3. GOVERNING LAW. This Lease shall be governed in all respects by
the laws of the State of Georgia.

          26.4. LIGHT AND AIR. This Lease does not grant any legal rights to
"light and/or air" outside the Demised Premises nor any particular view or
cityscape visible from the Demised Premises.

          26.5. RECORDING. Neither this Lease nor any memorandum of lease or
short form lease shall be recorded by Tenant and Tenant shall remove immediately
upon request by Landlord any improperly recorded copy of this Lease or
memorandum of Lease.

          26.6. RELATIONSHIP OF PARTIES. This Lease creates the relationship of
landlord and tenant only between Landlord and Tenant and does not create any
partnership, joint venture or other relationship between Landlord and Tenant.
Tenant acknowledges that Tenant shall obtain only an usufruct and leasehold
estate pursuant to this Lease, which shall not be subject to levy and/or sale.

          26.7. PREPARATION. Landlord and Tenant agree that both Landlord and
Tenant have participated in the preparation of this Lease and that in the event
of any ambiguity herein, this Lease shall not be construed against either party.

     27.  QUIET ENJOYMENT. Upon payment by Tenant of the rent and other sums
provided herein and Tenant's observance and performance of the covenants, terms
and conditions of this Lease to be observed and performed by Tenant, Tenant
shall peaceably hold and quietly enjoy the Demised Premises for the term of this
Lease without hindrance or obstruction by Landlord or any other person claiming
by, through or under Landlord, subject to the terms and conditions of this
Lease, and to any mortgage or ground lease which is superior to this Lease.

     28.  TRANSPORTATION MANAGEMENT PLAN. If required by the Buckhead/Lenox
Station Special Public Interest District Ordinance (as the same may have been or
may hereafter be modified and/or amended, the "Ordinance"), Tenant agrees to
establish and implement a Transportation Management Plan ("TMP") in accordance
with the requirements of the Ordinance. Tenant acknowledges that the specific
requirements of a TMP are as designated in Section 16-18L.011 of the City of
Atlanta zoning ordinance (as the same may have been or may hereafter be modified
and/or amended). At the request of Landlord, Tenant agrees to provide a copy of
any such TMP (together with information as to Tenant's implementation thereof)
to Landlord. Without limiting the foregoing, and at the request of Landlord,
Tenant agrees to cooperate with Landlord in connection with the establishment
and implementation of a TMP for the Building as may be required by the
Ordinance.

     29.  PARKING. Tenant acknowledges that in the garage attached to the
Building and on the surface parking lot (as the same may be altered or
eliminated) on the Land immediately adjacent to the garage, and pursuant to the
REA and applicable Governmental Requirements, Landlord has the use of a limited
number of parking spaces in connection with the Building (the "Building Parking


                                      -38-
<PAGE>


Spaces"). Of the Building Parking Spaces, and subject to the provisions of this
Section 29, Landlord shall make available to Tenant's employees, invitees and
designees (collectively, the "Authorized Users"), at prevailing market parking
rates, not fewer than (i) three (3) reserved parking spaces (the "Reserved
Spaces"), such Reserved Spaces to be for Tenant's Authorized Users' exclusive
use and shall be designated by movable chains or other secure barriers,
prominent signs or markings or similar means, and (ii) forty-eight (48)
unreserved parking spaces (the "Unreserved Spaces"), such Unreserved Spaces to
be for Tenant's Authorized Users' non-exclusive use. Tenant shall receive one
(1) appropriate parking access card for each Reserved Space utilized by Tenant
and one (1) appropriate parking access card for each Unreserved Space utilized
by Tenant. If at any time Tenant shall not pay for one or more of the Reserved
Spaces or Unreserved Spaces, then Tenant's right to use such unused space(s)
shall automatically and irrevocably terminate. For so long as Tenant shall have
the right to utilize a Reserved Space or an Unreserved Space, all such access
cards shall be freely transferable by Tenant to and among Tenant's Authorized
Users.

          Tenant acknowledges that all parking facilities at the Building (and,
if applicable, the Project), including, without limitation, all Reserved and
Unreserved Spaces, shall be administered and operated by, and under the
management supervision of, a parking operator (the "Parking Operator"), as
designated from time to time. Without limiting the generality of the foregoing,
the exact location and use of each Reserved Space and Unreserved Space, the
administration of monthly parking agreements, the distribution of access cards
and the establishment and collection of parking fees and charges, shall be
administered by the Parking Operator and shall be subject to such rules and
regulations as the Parking Operator may impose from time to time. The
administration of the parking facilities shall be conducted by the Parking
Operator in conformance with the quality standards then prevailing at other
parking facilities in the vicinity of the Building. The prevailing market
parking rates for the Reserved Spaces and Unreserved Spaces shall be set by the
Parking Operator based on the then-current market parking rates of commercial
parking spaces in comparable first-class Buckhead - Atlanta office buildings, as
ultimately determined by Landlord and Parking Operator.

          The Parking Operator shall operate the Building Parking Spaces such
that the Building Parking Spaces shall be principally and substantially used by
and available to Authorized Users during the hours of 7:00 a.m. to 6:00 p.m.,
Monday through Friday, excluding Holidays (the "Authorized User Parking Hours").
Landlord shall be entitled to utilize the Building Parking Spaces which are not
Reserved Spaces for commercial purposes to the public, and allow persons who are
not Authorized Users to utilize any of the Building Parking Spaces which are not
Reserved Spaces, at all times other than the Authorized User Parking Hours, and
also during the hours of 7:00 a.m. to 6:00 p.m. Monday through Friday if such
use by persons other than Authorized Users shall not interfere with Tenant's
Authorized Users' rights hereunder to use Reserved Spaces and Unreserved Spaces.

     30.  RENEWAL OPTION.

          30.1. GRANT OF OPTION. Tenant is hereby granted the right and option
(the "Renewal Option") to extend the term of the Lease for one (1) additional
period of five (5) years, such renewal term (the "Renewal Term") to commence on
the expiration of the initial term and to expire on the last day of the sixtieth
(60th) complete calendar month thereafter, PROVIDED THAT:


                                      -39-
<PAGE>


               (i)  At the time the Tenant's Conditional Renewal Notice (as
defined below) is received by Landlord, at the time the Tenant's Unconditional
Renewal Notice (as defined below) is received by Landlord, and at the time the
Renewal Term commences, the Lease shall be in full force and effect and there
shall exist no Event of Default by Tenant or event which except for the passage
of time, the giving of notice or both, would constitute a default by Tenant;

               (ii) The Renewal Option, when effectively exercised, shall apply
to the entire then-current Demised Premises; and

               (iii) The Renewal Option is personal to Tenant and may only be
exercised by Tenant and not by any assignee of the Lease or subtenant of all or
any portion of the Demised Premises (except an Affiliate), whether or not
Landlord has consented to such assignment or subletting. The Renewal Option may
not be exercised if Tenant has assigned this Lease or subleased more than
twenty-five percent (25%) of the Demised Premises.

          30.2. PROCEDURE. If Tenant wishes to exercise the Renewal Option,
Tenant shall follow the following procedure:

               (i)  Tenant shall give written notice ("Tenant's Conditional
Renewal Notice") to Landlord on or before the twelve (12) months prior to the
expiration of the initial term (but not before the fifteenth (15th) month prior
to the expiration of the initial term), stating that Tenant desires to preserve
its right to exercise the Renewal Option.

               (ii) Within thirty (30) days after receiving Tenant's Conditional
Renewal Notice, Landlord shall give Tenant, in writing, notice ("Landlord's
Response") which shall include: (a) Landlord's then offered rental rates
applicable to the Renewal Term (which rates shall be not less than the annual
minimum rent PLUS the estimated additional rent for all of the Demised Premises
established for the last year of the Lease term), (b) the leasehold improvement
allowance, if any, and other tenant-incentives, if any, which Landlord is at
that time customarily offering to tenants of the Building whose leases are
expiring, and (c) provisions relating to additional rent (including Tenant's
Share of Taxes and Tenant's Share of Operating Expenses); all as adjusted by
Landlord to reflect the time periods covered by, and length of, the Renewal
Term.

               (iii) If Tenant wishes to exercise the Renewal Option, Tenant
must, within ten (10) business days after receiving Landlord's Response, give
written unconditional notice ("Tenant's Unconditional Renewal Notice") to
Landlord, stating that Tenant is exercising the Renewal Option. Tenant's
Unconditional Renewal Notice shall constitute Tenant's agreement with all of the
terms and conditions of Landlord's Response.

          30.3. TERMS OF OPTION. If the Renewal Option is effectively exercised,
all of the terms and conditions contained in this Lease shall continue to apply
during the Renewal Term, except that:

               (i)  There shall be no further right of renewal beyond the one
(1) Renewal Term;


                                      -40-
<PAGE>


               (ii) There shall be no rent abatements, construction allowances,
or other concessions for or with respect to the Renewal Term (except to the
extent the same were contained in Landlord's Response); and

               (iii) The annual minimum rent during the Renewal Term shall be as
set forth in Landlord's Response, and all annual minimum rent and all additional
rent for and during the Renewal Term shall be paid in the manner and at the
times required by the Lease.

          30.4. FAILURE TO EXERCISE. In the event Tenant fails to provide to
Landlord (i) Tenant's Conditional Renewal Notice, or (ii) Tenant's Unconditional
Renewal Notice, in either case, in the manner and within the applicable time
period set forth herein, this Renewal Option shall automatically and immediately
terminate and Tenant shall have no other Renewal Option. In such event, the
Renewal Option shall be of no force or effect and Landlord shall be free to
lease the Demised Premises to any other person or entity, on whatever business
terms Landlord may choose.

          30.5. TIME OF THE ESSENCE. Landlord and Tenant agree that all time
periods and deadlines contained in this Renewal Option are of the essence.

     31.  TERRACE. Tenant shall have the right to use the outdoor terrace
immediately adjacent to the Demised Premises (the "Terrace"), which Terrace
shall be considered a part of the Demised Premises, subject to the terms of this
Lease and the following additional provisions: (i) Tenant agrees and
acknowledges that Tenant's use of the Terrace is and shall be at Tenant's OWN
RISK; (ii) Tenant accepts the Terrace in its "AS IS/WHERE IS" condition, without
any obligation on the part of Landlord to perform any alterations, improvements,
redecorating or other work therein, or to provide any construction or monetary
allowance therefor (and the square footage of the Terrace shall not be included
for purposes of determining the amount of any construction allowance under this
Lease); (iii) Landlord shall not be required to provide cleaning services or any
other services to the Terrace; (iv) Tenant shall, at Tenant's own cost, promptly
remove all trash from the Terrace and otherwise keep the Terrace clean and free
from litter and other garbage; (v) Tenant shall be responsible for any and all
loss or damage to Tenant's property on the Terrace; (vi) Tenant shall not make
any alterations, additions or improvements in, to or about the Terrace; and
(vii) Tenant shall comply with any other rules or regulations hereafter imposed
by Landlord with respect to the use of the Terrace, for the safety, care and
cleanliness of the Building and the comfort, quiet enjoyment and convenience of
other tenants in the Building.

          In addition to and without limiting the foregoing, Tenant agrees that
Tenant shall not (and shall not allow any other party to) place, display or
maintain any object, other than furniture, on the Terrace without Landlord's
prior written approval, which may be given or withheld in Landlord's sole
discretion. Any and all property on the Terrace shall in all cases be installed,
used, operated, maintained and removed in compliance with the following
requirements: (i) the property shall not interfere in any way with the
Building's existing or future engineering, window washing or other maintenance
functions; (ii) the property must be properly secured and installed so as not to
be affected by high winds or other elements; (iii) the property shall not be
visible from the exterior of the Building; and (iv) the property shall not
interfere with or otherwise affect the electrical,


                                      -41-
<PAGE>


mechanical, structural, life safety or other building systems of the Building or
obstruct or interfere with the rights of other tenants in the Building.

          In addition to Tenant's other indemnification obligations hereunder,
Tenant shall indemnify, defend and hold harmless Landlord and its agents and
employees against and from all liabilities, obligations, damages, penalties,
claims, costs, charges and expenses, including reasonable attorneys' fees, which
may be imposed upon or incurred by or asserted against Landlord and/or its
agents or employees by reason of, in connection with or otherwise arising out
of, Tenant's use of the Terrace.

     32.  CONFIDENTIALITY. TENANT ACKNOWLEDGES AND AGREES THAT THE TERMS OF THIS
LEASE AND THE NEGOTIATIONS WHICH LED TO THE EXECUTION OF THIS LEASE ARE
CONFIDENTIAL IN NATURE. TENANT COVENANTS THAT, EXCEPT AS MAY BE REQUIRED BY LAW
(WHICH SHALL INCLUDE FILINGS FOR THE SECURITIES AND EXCHANGE COMMISSION) OR BY
ANY LENDER IN CONNECTION WITH A CURRENT OR PROPOSED FINANCING FOR TENANT, TENANT
SHALL NOT COMMUNICATE THE TERMS OR ANY OTHER ASPECT OF THIS TRANSACTION WITH,
AND WILL NOT DELIVER ALL OR ANY PORTION OF THIS LEASE TO, ANY PERSON OR ENTITY
OTHER THAN LANDLORD.

     33.  SATELLITE DISH. Landlord hereby grants to Tenant, commencing on the
Commencement Date and ending on the expiration or other termination of this
Lease, a license to install, use, operate and maintain, a non-transmitting,
receiving only Satellite Dish Antenna (the "Dish") on the roof of the Building
in accordance with the following terms and conditions.

          33.1. INSTALLATION OF DISH. The Dish shall be installed, used,
operated and maintained solely in the space designated by Landlord (the
"Licensed Space") and solely at the expense of Tenant. Tenant shall coordinate
the installation activities with Landlord and shall neither bring equipment to
the site, nor commence its installation within the Licensed Space, without first
giving Landlord reasonable notice of the date and time of the planned
installation. Tenant will indemnify, defend and hold harmless Landlord from and
against all costs and expenses in connection with the installation, use,
operation and maintenance of the Dish and will not suffer or permit any
mechanics liens to be claimed as a result of any such work. Should any such
mechanics liens be placed against the Building or any part thereof or against
any interest of Landlord therein, Tenant shall pursue the release of any such
liens and be responsible for the cost of releasing the same in accordance with
Paragraph 6.9 of this Lease.

               (i)  The Dish shall in all cases be installed, used, operated,
maintained and removed in compliance with the following requirements: (1) the
Dish shall not interfere in any way with the Building's existing engineering,
window washing or other maintenance functions; (2) the Dish must be properly
secured and installed so as not to be affected by high winds or other elements;
(3) the Dish must be properly grounded; (4) the size, color and other aesthetics
of the Dish shall be approved by Landlord (which shall not be unreasonably
withheld); (5) the weight of the Dish shall not exceed the load limits of the
Building; (6) in no event shall the Dish or any appurtenant wiring or cable
interfere with or otherwise affect the electrical, mechanical, structural, life
safety or other building systems of the Building; and (7) the Dish shall not
adversely affect the ordinary operation of the Building or the use and occupancy
of the Building by other tenants or other persons including,


                                      -42-
<PAGE>


but not limited to, the radio station currently (or any radio station
subsequently) occupying the Building. In the event that the Dish is alleged to
have violated requirements (1), (6) or (7), then the Dish shall immediately
cease to operate until Landlord's engineers can determine the validity of the
allegation.

          33.2 OPERATION OF THE DISH. Tenant will, at all times in connection
with the installation, use, operation and maintenance of the Dish, comply with
all federal, state and local governmental and quasi-governmental laws, statutes,
codes, rules, ordinances and regulations affecting the installation, use,
operation and maintenance of the Dish, including applicable building and fire
codes, and will particularly comply with all requirements of the Federal
Aviation Administration and the Federal Communications Commission in respect
thereof. In connection with the foregoing, Tenant, at Tenant's own cost and
expense, shall be obligated to secure and obtain all required permits, approvals
and licenses for or with respect to the installation and operation of the Dish
prior to the commencement of any installation activities hereunder, and Tenant
shall be obligated to keep in force and renew all thereof before the same, or
any of thereof, shall expire.

               (i)  The use of the Dish by Tenant will be such as not to cause
any interference (as defined by engineering standards of the Federal
Communications Commission) with communication or other equipment presently or
hereafter located at or about the Building and belonging to or operated by
Landlord, any tenant or other occupant of the Building or any parties to whom
Landlord has previously granted rights, or hereafter may grant rights. Tenant
will indemnify, defend and hold harmless Landlord from and against any and all
claims for damages due to its Dish or the transmissions therefrom which cause
any such interference. Landlord will promptly notify Tenant of any claim from
third parties of alleged interference created by Tenant's installation or from
transmissions or receptions from such installations. Upon receipt of any
notification from Landlord of any such claimed interference, Tenant will
undertake the handling of such claim and shall indemnify, defend and hold
harmless Landlord from and against any and all cost and expenses arising by
reason of such claim. As part of the installation of the Dish, Tenant will
appropriately filter and trap any and all byproducts or interferences through
existing broadcast installations and their signals or through other appropriate
means.

               (ii) Tenant will bear all costs and expenses in connection with
the installation, use, operation, maintenance and removal of the Dish, including
all costs relating to the repair of any damage to the roof or other parts of the
Building caused directly or indirectly by any such installation, use, operation,
maintenance or removal, including without limitation water damage or other
damage resulting from the elements.

               (iii) For all purposes of this Agreement, the Dish shall be
considered personal property and shall remain the property of Tenant. Landlord
shall not be obligated or responsible for, and Tenant alone shall be responsible
for, any damage, theft or vandalism of the Dish and for any and all expenses
resulting from any such damage, theft or vandalism, except if the same is caused
by the willful act of Landlord or its employees or agents.

               (iv) Upon the expiration or sooner termination of this Lease the
Dish shall be removed by the Tenant and the roof of the Building shall be
repaired and restored to its original condition by the Tenant, all at Tenant's
sole cost and expense.


                                      -43-
<PAGE>


               (v)  Upon reasonable notice to Landlord, Tenant shall have
reasonable and adequate access to the rooftop of the Building to install, use,
operate, maintain and remove the Dish during the term of this Lease.

          33.3. INDEMNITY. Tenant will indemnify, defend and hold harmless
Landlord from and against any claim for damage to person or property arising out
of or in connection with the exercise of Tenant's rights pursuant to this
Paragraph 33, or otherwise arising out of or in connection with Tenant's
installation, use, maintenance, operation, repair, removal or replacement of the
Dish.

          33.4. INSURANCE. All installation, repair, reorientation, removal or
reinstallation of the Dish and its use, operation and maintenance, shall comply
with all requirements of the insurance company insuring the Building against
fire, windstorm, liability and extended coverage damage. Should the activities
of Tenant pursuant to this Paragraph 33 result in any increase of insurance
premium, the amount of such increase will be paid for solely by Tenant.

          33.5. NON-EXCLUSIVITY. Tenant's right to install the Dish is exclusive
solely as to the Licensed Space and does not confer upon Tenant the right to
exclusive use of the other roof areas of the Building, it being understood that
Landlord may, from time to time, grant similar rights to other tenants in the
Building provided their activities do not unreasonably interfere with the
activities of Tenant permitted hereby.

          33.6. PLACEMENT. It is expressly understood and acknowledged that the
installation and placement of the Dish from both an aesthetic and an engineering
standpoint, is of substantial importance to Landlord. Tenant shall provide
Landlord with plans indicating the placement and installation of the Dish which
shall be approved by Landlord. No variation from the plans for the Dish
submitted to Landlord by Tenant will be permitted without the prior written
consent of Landlord. Tenant may, upon reasonable notice to Landlord and at
Tenant's own cost, repair, replace, reorient or remove the Dish or any portion
thereof, or replace the same with generally similar equipment, PROVIDED THAT (1)
any new equipment does not weigh substantially more than the Dish and can be
properly accommodated on the roof of the Building without placing greater
demands upon the electrical, mechanical, structural, life safety and other
building systems of the Building; (2) Tenant at its cost, shall restore the roof
of the Building to the condition in which it was prior to such repair,
reorientation, removal or replacement, and all of such repair, reorientation,
removal or replacement shall be performed in accordance with good engineering
practice and by contractors or other persons approved by Landlord; and (3) all
plans and designs of Tenant relating to any such repair, reorientation, removal
or replacement shall in any case be subject to the prior written approval of
Landlord.

          34.  LANDLORD'S REPRESENTATIONS. Landlord warrants and represents to
Tenant as follows: (i) Landlord and the party executing on behalf of Landlord
are fully and properly authorized to execute and enter into this Lease on behalf
of Landlord and to deliver the same to Tenant; (ii) the execution, delivery and
full performance of this Lease by Landlord do not and shall not constitute a
violation of any contract, agreement, undertaking, judgement, law, decree,
governmental or court order or other restriction of any kind to which Landlord
is a party or by which Landlord may be bound; (iii) Landlord has executed this
Lease free from fraud, undue influence, duress, coercion or


                                      -44-
<PAGE>


other defenses to the execution of this Lease; (iv) this Lease constitutes a
valid and binding obligation of Landlord, enforceable against Landlord in
accordance with its terms; (v) each individual executing this Lease on behalf of
Landlord is legally competent, has attained the age of majority and has full
capacity to enter into this Lease; (vi) if Landlord is a corporation, a
partnership or a limited liability company: (a) Landlord is duly organized,
validly existing and in good standing under the laws of the state of its
organization and has full power and authority to enter into this Lease, to
perform its obligations under this Lease in accordance with its terms, and to
transact business in Pennsylvania; (b) the execution of this Lease by the
individual or individuals executing it on behalf of Landlord, and the
performance by Landlord of its obligations under this Lease, have been duly
authorized and approved by all necessary corporate, partnership or limited
liability company action, as the case may be; and (c) the execution, delivery
and performance of this Lease by Landlord is not in conflict with Landlord's
bylaws or articles of incorporation, agreement of partnership, limited liability
company operating agreement or certificate of formation or other organization
documents or charters, agreements, rules or regulations governing Landlord's
business as any of the foregoing may have been supplemented, modified, amended,
or altered in any manner; and (vii) Landlord possesses good marketable fee title
to the Building. Nevertheless, in the event of any breach by Landlord with
respect to any of the foregoing representations and warranties, Landlord shall
have no liability to Tenant therefor, and no default by Landlord shall be deemed
to have occurred, and no right or remedy shall be enforceable by Tenant, unless
such breach or misrepresentation directly, materially, and adversely affects
Tenant's use and enjoyment of the Demised Premises pursuant to this Lease.


                                      -45-
<PAGE>


          IN WITNESS WHEREOF, intending to be legally bound hereby, the parties
hereto have caused this One Capital City Plaza Office Lease to be executed by
their duly authorized representatives the day and year first above written.

    WITNESS:       LANDLORD:

                   ML - CAPITAL CITY, L.L.C., Delaware limited liability company

                   By: ML Associates, L.P. (GA), a Georgia limited partnership

                       By: TRC-ML/CC, L.L.C., a Georgia
                           limited liability company

                       By: /s/
                           --------------------------------------
                                    Authorized Signature

                   LAKES - CAPITAL CITY, L.L.C., a Delaware limited liability
                   company

                   By: Lakes Associates, L.P., a Georgia limited partnership

                       By: TRC-LK/CC, L.L.C., a Georgia
                           limited liability company

                       By: /s/
                           ----------------------------------
                                    Authorized Signature

    WITNESS:        TENANT:

                      CTN MEDIA GROUP, INC.

                    By: /s/ JASON ELKIN
                        -------------------------------------
                        Name: Jason Elkin
                        Title: Chief Executive Officer


                                      -46-