<PAGE>


                                                                 Exhibit 10-12






                                  OFFICE
                               LEASE AGREEMENT



            OPUS SOUTH CORPORATION, a Florida corporation, as Landlord,

                                   and

                  PRIMIS, INC., a Georgia corporation, as Tenant

                             Dated: March 9th, 1999


<PAGE>


                                  CONTENTS
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<S>       <C>                                                                <C>

BASIC TERMS.....................................................................1

ARTICLE 1 LEASE OF PREMISES AND LEASE TERMS.....................................4

     1.1 Premises...............................................................4
     1.2 Term, Delivery and Commencement........................................4
     1.3 Completion of Tenant's Work............................................5
     1.4 Effect of Occupancy....................................................5

ARTICLE 2 RENTAL AND OTHER PAYMENTS.............................................6

     2.1  Basic Rent............................................................6
     2.2  Additional Rent.......................................................6
     2.3  Improvement Allowance.................................................6
     2.4  Delinquent Rental Payments............................................7
     2.5  Independent Obligations...............................................7

ARTICLE 3 OPERATING EXPENSES - DEFINITION.......................................7

     3.1  Operating Expenses....................................................7
     3.2  Excess Operating Expenses.............................................9
     3.3  Tenant's Prorata Share of Excess Operating Expenses...................9

ARTICLE 4 OPERATING EXPENSES - PAYMENT..........................................9

     4.1  Payment of Operating Expenses.........................................9
     4.2  Estimation of Tenant's Prorata Share of Excess Operating Expenses.....9
     4.3  Payment of Estimated Prorata Share of Excess Operating Expenses......10
     4.4  Re-Estimation of Tenant's Prorata Share of Excess Operating
            Expenses...........................................................10
     4.5  Confirmation of Tenant's Prorata Share of Excess Operating
            Expenses...........................................................10
     4.6  Annual Amendment to Definition of Tenant's Prorata Share of
            Excess Operating Expenses..........................................11
     4.7  Personal Property Taxes..............................................11
     4.8  Landlord's Right to Contest Taxes....................................11
     4.9  Adjustment for Variable Operating Expenses...........................11

ARTICLE 5 USE..................................................................12

     5.1  Permitted Use........................................................12
     5.2  Acceptance of Premises...............................................12
     5.3  Increased Insurance..................................................12

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<S>       <C>                                                                <C>

     5.4  Laws, Rules and Regulations..........................................13
     5.5  Common Areas.........................................................13
     5.6  Parking..............................................................13
     5.7  Americans with Disabilities Act......................................14

ARTICLE 6 HAZARDOUS MATERIALS..................................................14

     6.1  Compliance with Hazardous Materials Laws.............................14
     6.2  Indemnificiation.....................................................14

ARTICLE 7 SERVICES.............................................................15

     7.1  Landlord's Obligations...............................................15
     7.2  Tenant's Obligations.................................................17
     7.3  Other Provisions Relating to Services................................17
     7.4  Effects on Utilities.................................................17

ARTICLE 8 MAINTENANCE AND REPAIR...............................................17

     8.1  Landlord's Obligations...............................................18
     8.2  Tenant's Obligations.................................................18
     8.3  Tenant's Waiver of Claims Against Landlord...........................19

ARTICLE 9 CHANGES AND ALTERATIONS..............................................19

     9.1  Landlord Approval....................................................19
     9.2  Tenant Responsibility for Cost and Insurance.........................20
     9.3  Construction Obligations and Ownership...............................20
     9.4  Liens................................................................20
     9.5  Indemnification......................................................20

ARTICLE 10 RIGHTS RESERVED BY LANDLORD.........................................21

     10.1  Landlord's Entry....................................................21
     10.2  Landlord's Cure.....................................................21

ARTICLE 11 INSURANCE...........................................................22

     11.1  Landlord's Casualty Insurance Obligations...........................22
     11.2  Tenant's Casualty Insurance Obligations.............................22
     11.3  Landlord's Liability Insurance Obligations..........................23
     11.4  Tenant's Liability Insurance Obligations............................23
     11.5  Tenant's Miscellaneous Insurance Obligations........................24
     11.6  Tenant's Indemnification of Landlord................................24
     11.7  Tenant's Waiver.....................................................24
     11.8  Landlord's Deductible...............................................25

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<S>       <C>                                                                <C>

     11.9  Tenant's Property...................................................25
     11.10 Increase in Insurance...............................................25
     11.11 Tenant's Failure to Insure..........................................25

ARTICLE 12 DAMAGE OR DESTRUCTION...............................................26

     12.1  Tenantable Within 120 Days..........................................26
     12.2  Not Tenantable Within 120 Days......................................26
     12.3  Property Substantially Damaged......................................26
     12.4  Uninsured Casualty or Unavailable Insurance Proceeds................26
     12.5  Deductible Payments.................................................27
     12.6  Landlord's Repair Obligations.......................................27
     12.7  Rent Apportionment..................................................27

ARTICLE 13 EMINENT DOMAIN......................................................27

     13.1  Termination of Lease................................................27
     13.2  Landlord's Repair Obligations.......................................28
     13.3  Tenant's Participation..............................................28

ARTICLE 14 ASSIGNMENT AND SUBLETTING...........................................28

     14.1  Restriction on Transfers............................................28
     14.2  Definition of Assignment............................................29
     14.2  Recapture...........................................................30
     14.2  Costs...............................................................30
     14.2  Proceeds............................................................30

ARTICLE 15 DEFAULTS; REMEDIES..................................................30

     15.1  Events of Default...................................................30
     15.2  Remedies............................................................32
     15.3  Costs...............................................................33
     15.4  No Waiver...........................................................34
     15.5  Waiver by Tenant....................................................34

ARTICLE 16 PROTECTION OF CREDITORS.............................................34

     16.1  Subordination.......................................................34
     16.2  Attornment..........................................................35
     16.3  Estoppel Certificates...............................................35
     16.4  Mortgagee Protection Clause.........................................36

ARTICLE 17 TERMINATION OF LEASE................................................36

     17.1  Surrender of Premises...............................................36

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<S>       <C>                                                                <C>

     17.2  Holding Over........................................................37

ARTICLE 18 MISCELLANEOUS PROVISIONS............................................37

     18.1  Notices.............................................................37
     18.2  Landlord's Continuing Obligations...................................38
     18.3  Successors..........................................................38
     18.4  Captions and Interpretation.........................................38
     18.5  Relationship of Parties.............................................38
     18.6  Entire Agreement....................................................38
     18.7  Severability........................................................39
     18.8  Landlord's Limited Liability........................................39
     18.9  Survival............................................................39
     18.10 Attorney's Fees.....................................................39
     18.11 Broker..............................................................39
     18.12 Governing Law.......................................................40
     18.13 Time is of the Essence..............................................40
     18.14 Joint and Several Liability.........................................40
     18.15 Tenant's Waiver.....................................................40
     18.16 Delivery of Tenant Organization Documents...........................40
     18.17 Provisions are Covenants and Conditions.............................41
     18.18 Business Days.......................................................41
     18.19 Force Majeure.......................................................41
     18.20 Submission of Lease.................................................41
     18.21 Relocation..........................................................41
     18.22 Usufruct............................................................41
     18.23 Security Deposit....................................................42
     18.24 Special Stipulations................................................42

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                                     -iv-

<PAGE>


EXHIBIT "A" LEGAL DESCRIPTION OF LAND

EXHIBIT "B" FLOOR PLAN

EXHIBIT "C" RULES AND REGULATIONS

EXHIBIT "D" WORK LETTER

EXHIBIT "D-1" BASE BUILDING CONDITION

EXHIBIT "E" SPECIAL STIPULATIONS







                                    -i-
<PAGE>



                                LEASE AGREEMENT

     This Lease Agreement (the "Lease") is made and entered into as of
___________________, 1999 ("Effective Date"), by and between OPUS SOUTH
CORPORATION, a Florida corporation, as Landlord, and PRIMIS, INC., a Georgia
corporation, as Tenant.


                                  BASIC TERMS

     The following terms ("Basic Terms") are hereby incorporated into and
made a part of this Lease. Each reference in this Lease to the Basic Terms
shall mean the information set forth below and shall be construed to
incorporate all of the terms provided under the particular section in this
Lease pertaining to such information. In the event of a conflict between the
Basic Terms and the particular section in this Lease, the particular section
shall prevail.

     1. Landlord:               Opus South Corporation, a Florida corporation

     2. Address of Landlord     Normandale Properties South Corporation
        for Payment of Rent:    4200 West Cypress Street
                                Suite 445
                                Tampa, Florida 33607
                                Telephone No.: (813) 876-1515
                                Facsimile No.: (813) 876-7955

     3. Address of Landlord     Opus South Corporation
        for Notices:            Suite 144
                                11675 Great Oaks Way
                                Alpharetta, Georgia 30202
                                Attn: Director of Real Estate
                                Telephone No.: (770) 521-0045
                                Facsimile No.: (770) 521-0046

        With a copy to:         Opus U.S. Corporation
                                700 Opus Center
                                9900 Bren Road East
                                Minnetonka, MN 55343
                                Attn: Law Department
                                Telephone No.: 612-936-4444
                                Facsimile No.: 612-936-9808

     4. Tenant:                 Primis, Inc., a Georgia corporation

<PAGE>


     5.  Address of Tenant      Primis, Inc.
         for Notices:           11475 Great Oaks Way
                                Suite 320
                                Alpharetta, Georgia 30022
                                Attn:  Chris Foretich
                                       VP, Chief Information Officer
                                Telephone No.: (770) 804-9800
                                Facsimile No.: (770) 804-1997

     6.  Premises:              Approximately 11,797 rentable square feet
                                located on the 3rd floor and designated as
                                Suite 320 within the Building located at
                                11475 Great Oaks Way, commonly known as Royal
                                Centre Three situated on the parcel of land
                                in the City of Alpharetta, County of Fulton,
                                State of Georgia described on EXHIBIT "A",
                                together with the Improvements. The Premises
                                are located within the Building on EXHIBIT "B".
                                (See Section 1.1).

     7.  Tenant's Work:         The Improvements to be constructed by
                                Landlord as described in the Work Letter.
                                (See Section 1.3)

     8.  Tenant Improvements:   All Improvements other than the Tenant's
                                Work (See Section 1.3)

     9.  Lease Term:            Initial Lease Term: Approximately five (5)
                                years beginning on the Commencement Date and
                                ending on the last day of the calendar month
                                in which the fifth anniversary of the
                                Commencement Date occurs. (See Section 1.2)

     10. Base Rent:

         LEASE YEAR             BASE RENT PER RENTABLE SQUARE FOOT OF THE
                                PREMISES PER ANNUM

              1                 $19.50
              2                 $19.99


                                     -2-
<PAGE>


              3                 $20.49
              4                 $21.00
              5                 $21.53

                                The Base Rent is subject to the provisions
                                of Section 2.1 of this Lease.

    11.  Base Year              1999; (The Base Year shall be the calendar
                                year used in the calculation of the Operating
                                Expenses in the manner described in Section
                                3.1)

    12.  Tenant Insurance:      Hazard: (At option of Tenant, see Section
                                11.2)

                                Full replacement value on all tenant
                                furniture, fixtures, personal property and
                                equipment.

                                Liability: (See Section 11.4)

                                $3,000,000.00 combined limit

    13.  Security Deposit       The equivalent of two (2) months rent
         or Guaranty:           during the first year of the Lease Term

    14.  Brokers:               CB Richard Ellis



                                     -3-


<PAGE>

                               ARTICLE I
                   LEASE OF PREMISES AND LEASE TERM

     1.1   PREMISES.

     Landlord, for and in consideration of the rents, covenants and
agreements hereinafter set forth, hereby leases to Tenant and Tenant hereby
leases from Landlord, upon and subject to the terms, covenants and conditions
hereinafter set forth, certain space situated within the office building
commonly known as Royal Centre Three ("Building"), currently being
constructed on that certain parcel of land situated in the City of Alpharetta
("City"), County of Fulton ("County"), State of Georgia ("State") legally
described on EXHIBIT "A" attached hereto and incorporated herein ("Land") and
shown and designated on the floor plan ("Floor Plan") attached hereto as
EXHIBIT "B" and incorporated herein ("Premises"). The Land and Building are
sometimes referred to herein collectively as the "Property." The Premises
shall contain approximately 10,000 rentable square feet.

     Landlord and Tenant acknowledge that the exact size and configuration of
the Floor Plan for the Premises will be determined at the time the Final
Plans and Specifications (as described in the Work Letter) for the Premises
are submitted by Tenant and approved by Landlord. Upon approval of the Final
Plans and Specifications, Landlord and Tenant shall substitute the Final
Floor Plan designating the Premises for the Floor Plan attached hereto as
EXHIBIT "B" and the final, conclusively agreed upon square footage of the
Premises shall be determined by multiplying the usable square footage thereof
(determined by reference to the standard set forth in ANSI-Z65.1, 1996
version, promulgated by the Building Owner's and Manager's Association)
multiplied by a mutually agreed upon add-on factor of 1.14772.

     1.2   TERM, DELIVERY AND COMMENCEMENT.

     Provided that Tenant supplies sufficient information to Landlord to
allow Landlord to prepare, or cause to be prepared, the Plans (as defined in
EXHIBIT D hereto) on or before March 19, 1999, Landlord shall use
commercially reasonable efforts to deliver occupancy of the Premises to
Tenant on or before June 1, 1999 ("Delivery Date"). Subject to the provisions
for Force Majeure contained in Section 18.19, the initial term of this Lease
("Initial Term") shall commence on the earlier of (a) the date of Substantial
Completion (as defined in the Work Letter attached hereto as EXHIBIT "D") of
the Tenant's Work (as defined in Section 1.3) or (b) the date the Tenant's
Work would have been substantially completed in accordance with the
definition of Substantial Completion contained in the Work Letter but for
Tenant Delays (as defined in the Work Letter) ("Commencement Date"). The
Initial Term shall end on the last day of the calendar month in which the
fifth (5th) anniversary of the Rent Commencement Date (as defined in Section
2.1 below) occurs. Any reference to the

                                     -4-


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"Term" of this Lease or similar reference shall be a reference to the Initial
Term. Any reference to "Lease Year" shall refer to each consecutive twelve
(12) month period during the Term commencing on the Commencement Date.
However, if the Commencement Date occurs on a day which is not the first day
of the calendar month, then the first Lease Year shall be for a period
beginning on the Commencement Date and ending on the last day of the calendar
month in which the Commencement Date occurs plus the following twelve (12)
consecutive calendar months.

     Tenant shall, within five (5) days of written request from Landlord,
execute an acknowledgment of the rentable square footage of the Premises, the
Base Rent, the Additional Rent, Commencement Date and any other terms of this
Lease. However, the failure of Tenant to execute such acknowledgment shall
not affect any obligation of Tenant hereunder or the determination of the
Commencement Date. If Tenant fails to execute and deliver such acknowledgment
in the form proposed by Landlord, Landlord and any prospective purchaser or
encumbrancer may conclusively presume and rely upon the following facts: (i)
that the Premises are in acceptable condition and were delivered in
compliance with all of the requirements of the Work Letter and (ii) the
Commencement Date is the date specified in the Landlord's acknowledgment and
(iii) any other facts specified in Landlord's acknowledgment are true and
correct.

     Tenant shall not occupy the Premises before the Commencement Date
without Landlord's prior written consent, which consent shall not be
unreasonably delayed or withheld. Any early occupancy of the Premises by
Tenant shall be solely for the installation of Tenant's furniture, fixtures
and equipment and shall be subject to all of the terms and conditions of this
Lease other than the obligation to pay Base Rent (as defined in Section 2.1)
and Additional Rent (as defined in Section 2.2).

     1.3   COMPLETION OF TENANT'S WORK.

     Landlord shall use commercially reasonable efforts to complete, on or
before the Delivery Date, that portion of the improvements identified as
Tenant's Work the Work Letter set forth in EXHIBIT "D" attached hereto and
incorporated herein. The cost of completing Tenant's Work shall be paid by
Landlord, but only up to the amount of the Improvement Allowance defined in
Section 2.3. All Additional Work (as defined in the Work Letter) shall be
paid for solely by Tenant.

     1.4   EFFECT OF OCCUPANCY.

     Subject to the punch list provisions of the Work Letter ("Punchlist"),
occupancy of the Premises by Tenant shall conclusively establish that
Landlord has completed Tenant's Work as required by this Lease except for
latent defects in Tenant's Work of which Tenant notifies Landlord at least
ten (10) days prior to first anniversary of date of Substantial Completion.
The Punchlist provisions of the Work Letter are intended to provide Tenant
with its sole and exclusive remedy for incomplete or defective


                                     -5-

<PAGE>

construction of the Tenant's Work. The failure of Tenant to comply with the
Punchlist provisions of the Work Letter shall constitute a waiver by Tenant
of any and all rights, benefits, claims or warranties which may be available
to Tenant in connection with completion of Tenant's Work under the Work
Letter, at law or in equity.


                                ARTICLE 2
                        RENTAL AND OTHER PAYMENTS

     2.1   BASE RENT.

     Beginning on the date one (1) month following the Commencement Date (the
"Rent Commencement Date") Tenant covenants to pay Landlord in advance on the
first day of each and every calendar month during the Term, without notice,
demand, offset, abatement or deduction, except as expressly provided
elsewhere in this Lease, at the address of Landlord specified at Item 2 of
the Basic Terms, or at such other place as Landlord may from time to time
designate in writing, the rental specified at Item 10 of the Basic Terms
("Base Rent"). In the event the Rent Commencement Date is not the first day
of a calendar month and there are less the fifteen (15) days remaining in
such month, Tenant shall pay to Landlord the Base Rent for such partial month
and the next succeeding month on or before the Rent Commencement Date. Base
Rent for any partial month shall be prorated on the basis of the number of
days within such calendar month.

     2.2   ADDITIONAL RENT.

     All charges payable by Tenant other than Base Rent, however denoted,
shall be deemed "Additional Rent." Unless this Lease provides otherwise, all
Additional Rent shall be paid with the next installment of Base Rent falling
due. Additional Rent for any partial month shall be prorated on the basis of
the number of days within such calendar month. All payments of Additional
Rent that are paid pursuant to an estimation provided by Landlord to Tenant
shall be payable without further demand therefor.

     2.3   IMPROVEMENT ALLOWANCE.

     Landlord has agreed to perform Tenant's Work at Landlord's sole expense
on a "turnkey" basis as described in the Work Letter attached hereto as
Exhibit "D" and in accordance with those certain construction documents
prepared by Leo A. Daly Company, dated March 9, 1999. Accordingly, Landlord
will not be providing Tenant any improvement allowance or other payment in
connection with Tenant's move to the Premises. Landlord shall also pay all of
the costs associated with the preparation of the Plans, as well as any
preliminary space plans and drawings.

                                    -6-


<PAGE>
    2.4   DELINQUENT RENTAL PAYMENTS.

    Any installment of Base Rent, Additional Rent or any other charge
payable by Tenant under the provisions hereof and not paid within ten (10)
days of when due shall bear interest at Prime, as hereafter defined, plus
four percent (4%) per annum, not to exceed the maximum interest rate
permitted by law ("Maximum Rate of Interest") from the date when the same is
due hereunder through the date the same is paid.  Notwithstanding the
foregoing, Tenant shall not be obligated to pay such interest on the first
late payment in any calendar year so long as Tenant makes the payment within
ten (10) days following written notice from Landlord that such payment is
past due; provided, however, that Landlord shall not be obligated to provide
written notice of late payment on more than two occasions in such calendar
year.  For purposes of this Lease, the term "Prime" shall mean the rate
announced from time to time by Wachovia Bank of Georgia, N.A. as its prime or
reference rate.  If Wachovia Bank of Georgia, N.A. shall cease to announce
its prime or reference rate, then Landlord shall select the rate of another
financial institution to be substituted therefor.  The right to require
payment of interest shall be in addition to all of Landlord's rights and
remedies hereunder, at law or in equity.

    2.5   INDEPENDENT OBLIGATIONS.

    Any term or provision of this Lease to the contrary notwithstanding,
the covenants and obligations of Tenant to pay Base Rent and Additional Rent
hereunder shall be independent from any obligations, warranties or
representations of Landlord hereunder.  Base Rent and Additional Rent are
sometimes collectively referred to herein as "Rent" or "rent."

                                   ARTICLES 3
                         OPERATING EXPENSES - DEFINITION

    3.1   OPERATING EXPENSES.

    "Operating Expenses" shall mean all expenses incurred with respect to
the ownership, maintenance and operation of the Property as determined by
Landlord's accountant in accordance with generally accepted accounting
principles consistently followed, including, but not limited to the
following:  all taxes (as defined below); insurance premiums; maintenance and
repair costs; steam, electricity, water, sewer, gas and other utility
charges; fuel; lighting; window washing; janitorial services; trash and
rubbish removal; wages payable to employees of Landlord whose duties are
directly connected with the operation or maintenance of the Property (but
only for the portion of time allocable to work related to the Property),
together with all payroll taxes, unemployment insurance, vacation allowances
and disability, pension, profit sharing, hospitalization, retirement and
other so-called fringe benefits paid in connection with such employees
amounts paid to contractors or subcontractors for work or services

                                     -7-
<PAGE>
performed in connection with the operation and maintenance of the Property;
all costs of uniforms, supplies and materials used in connection with the
operation and maintenance of the Property; any expense imposed upon
Landlord, its contractors or subcontractors pursuant to law or pursuant to
any collective bargaining agreement covering such employees; all services,
supplies, repairs, replacements or other expenses for maintaining and
operating the Property; reasonable management fees (i.e., not to exceed four
percent (4%) of gross revenues); common expenses of the Royal Centre Project,
properly allocated among the Building and other buildings in the Royal Centre
Project; and such other expenses as may be ordinarily incurred in the
operation and maintenance of an office complex similar to the Property.  The
term "taxes" shall mean any general real property tax, improvement tax,
assessment, special assessment, reassessment, commercial rental tax, in lieu
tax, levy, charge, penalty or similar imposition whatsoever imposed by any
authority having the direct or indirect power to tax, including but not
limited to, (a) any city, county, state or federal entity, (b) any school,
agricultural, lighting, drainage or other improvement or special assessment
district, (c) any agency, or (d) any private entity having the authority to
assess the Property pursuant to the Permitted Encumbrances.  Property Taxes
shall include (i) all charges or burdens of whatsoever kind and nature
incurred in the use, occupancy, ownership, operation, leasing or possession
of the Property, without particularizing by any known name and whether any of
the foregoing be general, special, ordinary, extraordinary, foreseen or
unforeseen, (ii) any tax or charge for fire protection, street lighting,
streets, sidewalks, road maintenance, refuse, sewer, water or other services
provided to the Property, and (iii) all costs and expenses, including
reasonable attorneys' fees, incurred in connection with any appeal or contest
of Property Taxes by Landlord pursuant to Section 4.6 below.  However,
Property Taxes shall not include Landlord's state or federal income,
franchise, estate or inheritance taxes.  In the event Landlord is entitled to
pay any of the above listed assessments or charges in installments over a
period of two or more calendar years, then only the minimum installment of
such assessments or charges shall be included within Property Taxes for such
calendar year.

    The term "Operating Expenses" shall not include the cost of any
capital improvement to the Property other than replacements required for
normal maintenance and repair; the cost of repairs, restoration or other work
occasioned by fire, windstorm or other insured casualty, except for the
amount of any deductible under any insurance policy; expenses incurred in
leasing or procuring tenants; leasing commissions; advertising expenses;
expenses for renovating space for new or existing tenants; legal expenses
incident to enforcement by Landlord of any lease; interest or principal
payments on any mortgage or other indebtedness of Landlord; depreciation
allowance or expense; expense of any items typically capitalized using
generally accepted accounting principles (except as delineated above); any
amounts for which Landlord is directly reimbursed by another tenant (except
for payments received pursuant to any operating expense provision, such as
this Section 3.1); expenses of any reimbursements

                                   -8-
<PAGE>
to tenants by Landlord; or costs of installation or operation of any special
facilities (i.e., exercise room, lunch club, etc.).

    Notwithstanding the foregoing in the event Landlord installs
equipment in, or makes improvements or alterations to, the Property which are
for the purpose of reducing energy, maintenance or other costs, or which are
required under any governmental laws, regulations or ordinances which were not
required on the Commencement Date, Landlord may include in Operating Expenses
reasonable charges for interest paid on such investment and reasonable
charges for depreciation of the same so as to amortize such investment over
the reasonable life of such equipment, improvement or alteration on a
straight line basis.  Operating Expenses shall also be deemed to include
expenses incurred by Landlord in connection with city sidewalks adjacent to
the Property, any pedestrian walkway system (either above or below ground)
and any other public facility to which Landlord or the Property is from time
to time subject in connection with operation of the Property.

    3.2   EXCESS OPERATING EXPENSES.

    "Excess Operating Expenses" shall mean the amount of Operating
Expenses due and incurred by Landlord during any calendar year of the Term in
excess of the Operating Expenses for the Base Year.

    3.3   TENANT'S PRORATA SHARE OF EXCESS OPERATING EXPENSES.

    "Tenant's Prorata Share of Excess Operating Expenses" (based on the
rentable square footage of the Premises compared to the total rentable square
footage of the Building, which is 165,527) shall mean 7.1269% of the Excess
Operating Expenses for the applicable calendar year.

                                  ARTICLE 4
                        OPERATING EXPENSES - PAYMENT

    4.1   PAYMENT OF OPERATING EXPENSES.

    Tenant covenants and agrees to pay during the Term, as Additional Rent,
Tenant's Prorata Share of Excess Operating Expenses, which are due and
payable during any calendar year of the Term.  Tenant's Prorata Share of
Excess Operating Expenses due and payable during the calendar year in which
the Lease commences or terminates shall be prorated as of the Commencement
Date or termination date, as applicable, based upon the number of days of the
Term within said calendar year compared to three hundred sixty-five (365)
days.

    4.2   ESTIMATION OF TENANT'S PRORATA SHARE OF EXCESS OPERATING
EXPENSES.

                                 -9-
<PAGE>

     Landlord shall estimate for each calendar year of the Term (a) Excess
Operating Expenses, (b) Tenant's Prorata Share of Excess Operating Expenses
and (c) the annual and monthly Additional Rent attributable to Tenant's
Prorata Share of Excess Operating Expenses. Said estimates shall be in
writing and shall be delivered to Tenant at the addresses specified in the
Basic Terms.

     4.3   PAYMENT OF ESTIMATED PRORATA SHARE OF EXCESS OPERATING EXPENSES.

     Tenant shall pay, as Additional Rent, the estimated amount of Excess
Operating Expenses for each calendar year of the Term in equal monthly
installments, in advance, on the first day of each month during such calendar
year. In the event that said estimates are delivered to Tenant after the
first day of January of the applicable calendar year, said estimated amount
shall be payable as Additional Rent in equal monthly installments, in
advance, on the first day of each month over the balance of such calendar
year, with the number of installments being equal to the number of full
calendar months remaining in such calendar year.

     4.4   RE-ESTIMATION OF TENANT'S PRORATA SHARE OF EXCESS OPERATING
           EXPENSES.

     On one occasion during any calendar year of the Term, Landlord may
re-estimate the amount of Excess Operating Expenses and Tenant's Prorata Share
of Excess Operating Expenses. In such event, Landlord shall also re-estimate
the monthly Additional Rent attributable to Tenant's Prorata Share of Excess
Operating Expenses for such calendar year in an amount sufficient to pay the
re-estimated monthly amount over the balance of such calendar year after
giving credit for payments made by Tenant on the previous estimate. Such
re-estimate shall be delivered to Tenant in writing in the manner specified
in Section 4.2. Tenant shall pay said re-estimated amount, in advance, on the
first day of each month remaining in such calendar year.

     4.5   CONFIRMATION OF TENANT'S PRORATA SHARE OF EXCESS OPERATING
           EXPENSES.

     After the end of each calendar year of the Term, Landlord shall cause
its accountants to determine the actual amount of Excess Operating Expenses
and Tenant's Prorata Share of Excess Operating Expenses for such expired
calendar year and deliver a written certification of the amount thereof to
Tenant. If for any calendar year Tenant paid less than the amounts specified
in said certification, Tenant shall pay the unpaid portion of the same within
thirty (30) days after receipt of such certification. If for any calendar
year Tenant paid more than the amounts specified in said certification,
Landlord shall, at Landlord's option, either (a) refund such excess to
Tenant, or (b) credit such excess against the next due monthly installment or
installments of estimated Additional Rent for the then existing calendar year.

                                     -10-

<PAGE>

     4.6   ANNUAL AMENDMENT TO DEFINITION OF TENANT'S PRORATA SHARE OF EXCESS
           OPERATING EXPENSES.

     The percentage used in the definitions of Tenant's Prorata Share of
Excess Operating Expenses has been agreed upon by Landlord and Tenant after
due consideration of the rentable square footage of the Premises compared to
the rentable square footage of the Building. However, the percentage shall be
amended each calendar year of the Term to the greater of the following: (a)
if the rentable square footage of the Building actually leased pursuant to
leases under which the terms have commenced is 95% or less of the rentable
square footage of the Building, the percentage shall be
calculated by comparing the rentable square footage of the Premises to 95% of
the rentable square footage of the Building for such calendar year; or (b) if
the rentable square footage of the Building actually leased pursuant to
leases under which the terms have commenced is greater than 95% of the
rentable square footage of the Building, the percentage shall be calculated
by comparing the rentable square footage of the Premises to the rentable
square footage of the Building actually leased pursuant to leases under which
the terms have commenced for the calendar year.

     4.7   PERSONAL PROPERTY TAXES.

     Tenant shall pay, prior to delinquency, all taxes charged against trade
fixtures, furnishings, equipment or any other personal property belonging to
Tenant. Tenant shall use its best efforts to have such trade fixtures,
furnishings, equipment and personal property taxed separately from the
Property. If any of Tenant's trade fixtures, furnishings, equipment and
personal property is taxed with the Property, Tenant shall pay Landlord for
such taxes within thirty (30) days after Tenant receives a written statement
from Landlord for the same.

     4.8   LANDLORD'S RIGHT TO CONTEST TAXES.

     Landlord shall have the right, but not the obligation, to contest the
amount or validity, in whole or in part, of any of the Taxes. All reasonable
costs incurred in connection with any such contests by Landlord including,
without limitation, reasonable, actual fees and expenses of tax consultants
and attorneys, shall be included in Operating Expenses. Any refund received
from such contest shall be credited toward the amount of the Taxes payable
by tenants in the calculation of the Operating Expenses.

     4.9   ADJUSTMENT FOR VARIABLE OPERATING EXPENSES.

     Notwithstanding anything to the contrary set forth above, it is agreed
that in the event the Building is not fully occupied at any time during a
calendar year (including the Base Year), a reasonable and equitable
adjustment shall be made by Landlord in computing the Operating Expenses for
such calendar year so that Tenant's obligation

                                     -11-

<PAGE>

for payment of any component of Operating Expenses which adjusts based upon
occupancy shall be equal to the amount which Tenant would have paid for such
component of Operating Expenses had the Building been fully occupied at all
times during such calendar year.

                                 ARTICLE 5
                                    USE

     5.1   PERMITTED USE.

     Tenant may use the Premises for general office purposes in the operation
of its business as an information service provider only and for no other
purpose. Tenant shall not use the Property, or knowingly permit the Property
to be used, in violation of any Laws (as defined in Section 5.4) or in any
manner which would (a) violate any certificate of occupancy affecting the
Property, (b) make void or voidable any insurance now or hereafter in force
with respect to the Property, (c) cause structural injury to the Property,
(d) cause the value or usefulness of the Property or any portion thereof to
substantially diminish (reasonable wear and tear excepted), or (e) constitute
a public or private nuisance or waste. Promptly upon discovery of any
prohibited use, Tenant will take all necessary steps to discontinue such use.

     5.2   ACCEPTANCE OF PREMISES.

     Except for the Punchlist items, Tenant acknowledges that neither
Landlord nor any agent, contractor or employee of Landlord has made any
representation or warranty of any kind whatsoever with respect to the
Premises or the Building, specifically including but not limited to,
suitability or fitness for any particular purpose. Subject to the Punchlist
items, Tenant accepts the Premises in an "as is - where is" condition.

     5.3   INCREASED INSURANCE.

     Tenant shall not do or permit to be done anything which will (a)
increase the premium of any insurance policy covering the Premises or the
Property, (b) cause a cancellation of or be in conflict with any such
insurance policy; (c) result in a refusal by any insurance company in good
standing to issue or continue any such insurance in amounts satisfactory to
Landlord; or (d) subject Landlord to any liability or responsibility for
injury to any person or property by reason of any operation in the Premises
or use of the Property. Tenant shall, at Tenant's expense, comply with all
rules, orders, regulations and requirements of insurers and of the American
Insurance Association or any other organization performing a similar
function. Tenant shall promptly, upon demand, reimburse Landlord for any
additional premium charges for such policy or policies caused by reason of
Tenant's failure to comply with the provisions of this section.

                                     -12-

<PAGE>

     5.4   LAWS, RULES AND REGULATIONS.

     Tenant acknowledges that this Lease is subject and subordinate to all
liens, easements, declarations, encumbrances, deeds of trust, reservations,
restrictions and other matters affecting the Property ("Permitted
Encumbrances") and any law, regulation, rule, order or ordinance of any
governmental entity, applicable to the Property or the use or occupancy
thereof in effect on or after the Effective Date ("Laws") or any of the Rules
and Regulations (as defined below) promulgated by Landlord. Tenant shall not
violate any Permitted Encumbrances, Laws or Rules and Regulations. A copy of
the current Rules and Regulations promulgated by Landlord are attached hereto
and incorporated herein as EXHIBIT "C", which Rules and Regulations may be
reasonably amended by Landlord from time to time in Landlord's sole
discretion. Except for the Rules and Regulations excluding Tenant from
parking in designated portions of the parking facilities comprising a portion
of the Common Area, as specified in Section 5.5, Tenant shall not be
obligated to comply with any Rules and Regulations promulgated by Landlord
which are not imposed and enforced in a uniform and nondiscriminatory manner
with respect to all tenants in the Building.

     5.5   COMMON AREAS.

     Landlord hereby grants to Tenant the non-exclusive right, together with
all other occupants of the Building and their agents, employees and invitees,
to use the parking areas, driveways, lobby areas and other common areas of
the Property designated by Landlord from time to time ("Common Area").
Landlord shall have the sole and exclusive control of the Common Area, as
well as the right to make changes to the Common Area. Landlord's rights shall
include, but not be limited to, the right to (a) restrain the use of the
Common Area by unauthorized persons; (b) place permanent or temporary kiosks,
displays, carts or stands in the Common Area and to lease same to tenants;
(c) temporarily close any portion of the Common Area (i) for repairs,
improvements or alternations, (ii) to discourage unauthorized use, (iii) to
prevent dedication or an easement by prescription, or (iv) for any other
reason deemed sufficient in Landlord's judgment; (d) change the shape and
size of the Common Area, add, eliminate or change the location of any
improvements located on the Common Area and construct buildings on the Common
Area, provided that any such changes shall not materially and adversely
affect Tenant's use of the Common Area; and (e) impose Laws concerning use of
the Common Area, including the right to exclude Tenant, its agents, employees
and invitees, from parking in designated portions of the parking facilities
comprising a portion of the Common Area.

     5.6   PARKING.

     Tenant's rights to use the parking facilities in the Common Area shall
be for unreserved spaces in an amount equal to five (5) spaces per each one
thousand (1,000) rentable square feet of the Premises. Within such total
parking allocation, two (2)

                                    -13-

<PAGE>

spaces per each one thousand (1,000) rentable square feet of the Premises
will be provided in the covered, access-controlled parking facility.
Initially, Landlord will provide access cards to Tenant at no cost for each
space to which Tenant is entitled. Replacement cards must be paid for by
Tenant at Landlord's then current rate. Such parking spaces shall be provided
to Tenant at no charge throughout the Term of this Lease. Landlord will also
provide, throughout the Term, ten (10) spaces which will be marked for use
only by visitors of the Building.

     5.7   AMERICANS WITH DISABILITIES ACT.

     Landlord and Tenant acknowledge that the Property may be construed to be
a place of public accommodation under the Americans with Disabilities Act of
1990, as amended ("ADA"). Landlord represents and warrants that the Property
will not violate Title III of ADA (Title III) as interpreted and enforced by
local building inspection authorities as of the Commencement Date. Landlord
shall correct any violation of Title III within any part of the Common Area
of the Property, but shall not be required to correct any violation of Title
III within the Premises after the Commencement Date. Tenant shall correct any
violation of Title III within the Premises after the Commencement Date.


                                 ARTICLE 6
                            HAZARDOUS MATERIALS

     6.1   COMPLIANCE WITH HAZARDOUS MATERIALS LAWS.

     Tenant shall not cause or permit any Hazardous Materials or Hazardous
Substances (as defined in any applicable state, federal or local
environmental Laws) to be brought upon, kept or used in connection with the
Premises by Tenant, its agents, employees, contractors or invitees, except
for de minimis amounts of materials, such as copying machine fluids, which
are customary for general office use and which are present in the Premises
strictly in compliance with all applicable Laws. Landlord shall not cause or
permit any Hazardous Materials or Hazardous Substances (as defined in any
applicable state, federal or local environmental Laws) to be brought upon,
kept or used in connection with the Building by Landlord, its agents,
employees, contractors or invitees, except for de minimis amounts of
materials which are customary for general office use and which are present in
the Building strictly in compliance with all applicable Laws.

     6.2   INDEMNIFICATION.

     Tenant shall indemnify, defend (with counsel reasonably acceptable to
Landlord) and protect Landlord against, and hold Landlord free and harmless
from, any

                                    -14-

<PAGE>

and all claims, liabilities, damages, costs, penalties, forfeitures, losses
or expenses (including attorneys' fees and the costs and expenses of
enforcing this indemnity) ("Claims") for death or injury to any person or
damage to any property whatsoever arising or resulting in whole or in part,
directly or indirectly, from the presence, treatment, storage,
transportation, disposal, release or management of Hazardous Materials
resulting from or in any way related to Tenant's use of the Premises.
Tenant's obligations hereunder shall include, without limitation and whether
foreseeable or unforeseeable, the costs of (a) any required or necessary
repair, clean-up, detoxification or decontamination of the Property, b) the
implementation of any closure, remediation or other required action in
connection therewith and (c) any costs and fees incurred in the enforcement
of the indemnity action. Landlord shall indemnify, defend and protect Tenant
against, and hold Tenant free and harmless from, any and all Claims for death
or injury to any person or damage to any property whatsoever arising or
resulting in whole or in part, directly or indirectly, from the presence,
treatment, storage, transportation, disposal, release or management of
Hazardous Materials resulting from or in any way related to Landlord's
operation of the Building. Landlord's obligations hereunder shall include,
without limitation and whether foreseeable or unforeseeable, the costs of (a)
any required or necessary repair, clean-up, detoxification or decontamination
of the Property, (b) the implementation of any closure, remediation or other
required action in connection therewith and (c) any costs and fees incurred
in the enforcement of the indemnity action. The obligations of Landlord and
Tenant under this section shall survive the expiration or other termination
of the Term.


                                 ARTICLE 7
                                 SERVICES

     7.1   LANDLORD'S OBLIGATIONS.

     Landlord shall provide the following services, the cost of which shall
be deemed Operating Expenses:

           7.1.1   JANITORIAL SERVICE.

           Nightly Janitorial services on Monday through Friday in the
Premises, including cleaning, upkeep, trash removal, vacuuming, maintenance
of towels, tissue and other restroom supplies and such other work as is
customarily performed in connection with nightly Janitorial services in
office complexes similar in construction, location, use and occupancy to the
Property. Landlord shall also provide periodic interior and exterior window
washing and cleaning and waxing of uncarpeted floors in accordance with
Landlord's reasonable schedule.

           7.1.2   ELECTRICAL ENERGY.

                                    -15-

<PAGE>

        Electrical energy for lighting and operation of office machines, air
conditioning and heating as required for general office use during the hours
specified in Section 7.1.3. The electrical energy provided will be sufficient
for operation of personal computers and other equipment of similar low
electrical consumption, and for customary fluorescent office lighting but will
not be sufficient for main frame computers, computer rooms or for
non-standard lighting. Landlord hereby consents to Tenant's use of electrical
energy in compliance with those certain construction documents prepared by
the architectural firm of Leo A. Daly, dated March 9, 1999. Tenant shall not
use any equipment or lighting requiring electrical energy in excess of the
above standards without receiving Landlord's prior written consent, which
consent shall not be unreasonably withheld but may be conditioned upon Tenant
paying all costs of installing the equipment and facilities necessary to
furnish such excess energy and an amount equal to the average cost per unit
of electricity for the Building applied to the excess use as determined by an
engineer selected by Landlord or by submeter. At the option of either
Landlord or Tenant, a submeter may be provided and installed at Tenant's
expense if allowable under the Laws. All lighting bulbs, tubes, ballasts and
starters within the Premises shall be replaced by Landlord at the expense of
Tenant and shall be paid by Tenant upon receipt of an invoice from Landlord
as Additional Rent.

        7.1.3   HEATING AND AIR CONDITIONING.

        Heat and air conditioning, sufficient to maintain comfortable
temperatures in Landlord's reasonable judgment, on Monday through Friday from
7:00 a.m. to 6:00 p.m. and on Saturdays which are not holidays from 8:00 a.m.
to 1:00 p.m. During other hours, Landlord shall provide heat and air
conditioning upon a reasonable advance notice from Tenant to Landlord, which
advance notice shall not be less than twenty-four (24) hours. Tenant, upon
presentation of a bill therefor, shall pay Landlord for such extended service
on an hourly basis at the prevailing rates as reasonably established by
Landlord, consistent with the prevailing rates of other Class A office
buildings in the Atlanta, Georgia area. If such extended service is not a
continuation of that furnished during the hours described above, Tenant may
be required to pay for a minimum of three (3) hours of such service. Air
conditioning to the Premises is to be provided based on standard lighting and
general office use only.

        7.1.4   WATER.

        Hot and cold water from the standard building outlets for lavatory,
restroom and drinking purposes.

        7.1.5   PASSENGER ELEVATOR SERVICE.

        Passenger elevator service in common with other tenants to be
provided by automatic elevators. Landlord shall have the right to restrict
the use of elevators for

                                     -16-

<PAGE>

freight purposes to the freight elevator and to hours determined by Landlord.
Landlord shall have the right to limit the number of elevators in operation
on Saturdays, Sundays and holidays.

     7.2   TENANT'S OBLIGATIONS.

     Tenant shall be solely responsible for the payment to Landlord of all
utilities which are separately submetered or separately charged (based on an
engineer's survey), if any, to the Premises or to Tenant and shall make such
payments to Landlord promptly upon invoice. Such amounts shall not be
included as Operating Expenses. Except as provided in Section 7.1 or the Work
Letter, Tenant shall also furnish and pay for all other utilities and
services which Tenant requires with respect to the Premises (including but
not limited to hook-up and connection charges).

     7.3   OTHER PROVISIONS RELATING TO SERVICES.

     No interruption in, or temporary stoppage of, any of the aforesaid
services shall be deemed an eviction or disturbance of Tenant's use and
possession, relieve Tenant from any obligation herein set forth or render
Landlord liable for damages or abatement of rent. In no event shall Landlord
be required to provide any heat, air conditioning, electricity or other
services in excess of that permitted by voluntary or involuntary guidelines
or any applicable Laws. Landlord reserves the right, from time to time, to
make reasonable and non-discriminatory modifications to the above standards
for utilities and services. Notwithstanding anything to the contrary set
forth hereinabove, in the event that the essential services to the Premises
(which the parties hereby agree are electricity, water and HVAC service) are
interrupted and (i) the interruption is caused by a matter within Landlord's
control, (ii) the interruption continues for five (5) or more consecutive
business days, (iii) the interruption renders all or a portion of the
Premises untenantable and (iv) Tenant actually discontinues use of all or a
portion of the Premises, Tenant shall be entitled to an abatement of Rent,
beginning on the sixth (6th) business day after such interruption, based on
the portion of the Premises which is untenantable and which tenant has
discontinued using, with such abatement to continue until the applicable
services have been substantially restored by Landlord.

     7.4   EFFECTS ON UTILITIES.

     Tenant shall not, without the prior written consent of Landlord (which
consent shall not be unreasonably delayed or withheld), use any apparatus or
device in or about the Premises which shall cause substantial noise or
vibration. Tenant shall not connect any apparatus or device to electrical
current or water except through the electrical and water outlets installed by
Landlord pursuant to the Work Letter.

                                  ARTICLE 8
                            MAINTENANCE AND REPAIR

                                     -17-

<PAGE>

     8.1   LANDLORD'S OBLIGATIONS.

     Except as otherwise provided in this Lease, Landlord shall repair and
maintain the following in good order, condition and repair: (a) the
foundations, exterior walls and roof of the Building, (b) the electrical,
mechanical, plumbing, heating and air conditioning systems, facilities and
components located in the Building which are concealed and used in common by
all tenants of the Property and (c) the Common Area. Landlord shall also
maintain and repair windows, doors, plate glass and the exterior surfaces of
walls that are adjacent to Common Area, unless such maintenance and repair
becomes necessary in whole or in part due to (i) the negligence of Tenant,
its employees, agents, customers, licensees or invitees in or about the
Premises or Property, or (ii) damage caused by breaking and entering into the
Premises. The cost of Landlord's repair and maintenance hereunder shall be
included in Operating Expenses. Neither Base Rent nor Additional Rent shall
be reduced, not shall Landlord be liable, for loss or injury to or
interference with property, profits or business arising from or in connection
with any such repairs or maintenance.

     8.2   TENANT'S OBLIGATIONS.

     Tenant, at Tenant's sole cost and expense, shall keep and maintain the
Premises (including all non-structural interior portions, systems and
equipment; interior surfaces of exterior walls, interior moldings, partitions
and ceilings; and interior electrical, lighting and plumbing fixtures) in as
good order, condition and repair as they were on the Commencement Date,
reasonable wear and tear and damage from fire and other casualties excepted.

     In the event that compliance with any Laws is required after the
Commencement Date, which is due in whole or in part to Tenant's specific use
of the Premises (as opposed to general office use) and/or Tenant's specific
actions or inactions with respect to the Premises, the cost of compliance
shall be Tenant's sole responsibility. Likewise, in the event any
governmental authority requires any alterations to the Building or the
Premises as a result of Tenant's particular use of the Building or as a
result of any alterations to the Premises by Tenant, Tenant shall be
obligated for the cost of all such alterations. In the event such alterations
involve the structural, mechanical, electrical, life safety or heating and
air conditioning systems of the Building ("Structural Alterations"),
Landlord shall make such repairs after Tenant deposits with Landlord an
amount sufficient to pay for the cost thereof. In the event the alterations
are not Structural Alterations, Tenant shall make the repairs, at Tenant's
sole cost and expense, subject to the requirements of Article 9 below.

     Tenant shall keep the Premises in a neat and sanitary condition and
shall not commit any nuisance or waste on the Premises or in, on or about the
Property. All uninsured damage or injury to the Premises or to the Property
caused by Tenant installing, removing or transporting any furniture,
fixtures, equipment or other

                                     -18-

<PAGE>

property of Tenant, its agents, contractors, servants or employees shall be
repaired, rstored and replaced promptly by Tenant at its sole cost and
expense to the satisfaction of Landlord. Tenant shall be solely responsible
for, shall indemnify, protect and defend Landlord against and hold Landlord
harmless from, any penetrations or perforations of the roof or exterior walls
to the Building caused by Tenant. It is the intention of Landlord and Tenant
that Tenant shall maintain the Premises in a first-class and fully operative
condition. All repairs made by Tenant shall be at least equal in quality and
workmanship to the original work and shall be made by Tenant in accordance
with all Laws. The maintenance obligations of Tenant shall apply even if
Tenant has vacated the Premises.

     8.3   TENANT'S WAIVER OF CLAIMS AGAINST LANDLORD.

     Except as otherwise expressly provided in the Work Letter or this Lease,
Landlord shall not be required to furnish any services or facilities, or make
any repairs or alterations, in, about or to the Premises or the Property.


                                   ARTICLE 9
                            CHANGES AND ALTERATIONS

     9.1   LANDLORD APPROVAL.

     Tenant shall not make any alterations, additions or improvements to the
Property ("Alterations") without Landlord's prior written consent, which
consent shall not be unreasonably delayed or withheld. Along with any request
for Landlord's consent and before commencement of the Alterations or delivery
of any materials to be used in the Alterations, Tenant shall furnish Landlord
with plans and specifications, and names and addresses of prospective
contractors. All Alterations shall be constructed (a) promptly by a
contractor approved in writing by Landlord in its sole discretion, (b) in a
good and workmanlike manner, (c) in compliance with all applicable Laws, and
(d) in accordance with all orders, rules and regulations of the Board of Fire
Underwriters where the Premises are located or any other body exercising
similar functions.

                                     -19-

<PAGE>

     9.2   TENANT RESPONSIBILITY FOR COST AND INSURANCE.

     Tenant shall pay the cost and expense of all Alterations, including a
reasonable charge for Landlord's review, inspection and engineering time and
for any painting, restoring or repairing of the Premises or the Building
occasioned by the Alterations. Prior to commencement of construction of the
Alterations, Tenant shall deliver the following in form and amount
satisfactory to Landlord: (a) demolition and/or lien and completion bonds,
(b) builder's all risk insurance, (c) commercial general liability insurance
insuring against construction related risks and copies of contracts and all
necessary permits and licenses.

     9.3   CONSTRUCTION OBLIGATIONS AND OWNERSHIP.

      Tenant shall permit Landlord to inspect construction of the Alterations.
Upon completion of the Alterations. Tenant shall furnish Landlord with
contractor affidavits, unconditional lien releases, full and final waivers of
liens (in form satisfactory, under applicable Laws, to extinguish all lien
rights) and receipted bills covering all labor and materials expended and
used in connection with the Alterations. Tenant shall promptly remove any
Alterations constructed in violation of this Article 9 upon Landlord's
written request. All Alterations (other than Tenant's movable trade fixtures,
furniture and equipment) made or installed by Tenant shall become the
property of and be surrendered to Landlord upon termination of this Lease
without payment therefor by Landlord.

     9.4   LIENS.

     Tenant shall keep the Premises free from any mechanics', materialmens',
designers' or other liens arising out of any work performed, materials
furnished or obligations incurred by or for Tenant or any person or entity
claiming by, through or under Tenant. If any such liens are filed and Tenant
does not provide for release of the same of record, or provide Landlord with
a bond or other surety satisfactory to Landlord protecting Landlord and the
Property against such liens, within thirty (30) days after such filing,
Landlord may without waiving its rights and remedies based upon such breach
by Tenant and without releasing Tenant from any obligations hereunder, cause
such liens to be released by any means it shall deem proper, including
payment of the claim giving rise to such lien or posting a bond to cause the
discharge of such lien. In such event, all amounts paid by Landlord shall
immediately be due and payable by Tenant as Additional Rent.

     9.5   INDEMNIFICATION.

     Tenant hereby agrees to indemnify, protect and defend Landlord against,
and hold Landlord and the Property harmless from, any liability, cost,
obligation, expense (including without limitations reasonable attorneys' fees
and expenses incurred in

                                     -20-

<PAGE>

enforcing this indemnity), or claim of any mechanics', materialmens',
designers' or other liens in any manner relating to or arising out of any
work performed, materials furnished or obligations incurred by or for Tenant
or any person or entity claiming by, through or under Tenant.


                                 ARTICLE 10
                         RIGHTS RESERVED BY LANDLORD

     10.1   LANDLORD'S ENTRY.

     Landlord reserves the right at all reasonable times and upon reasonable
notice to Tenant to enter the Premises to: (a) inspect the Premises; (b) show
the Premises to prospective purchasers, mortgagees, tenants and underlying
landlords; or (c) otherwise exercise and perform Landlord's rights and
obligations under this Lease. In the case of an emergency, Landlord and/or
its authorized representatives may enter the Premises at any time using any
and all means which Landlord may deem proper. Entry into the Premises by
Landlord in the event of any emergency shall not be construed as a forcible
or unlawful entry into, or detainer of, the Premises or as an eviction of
Tenant from the Premises or any portion thereof.

     Tenant shall permit Landlord (or its designees) to erect, use, maintain,
replace and repair pipes, cables, conduits, plumbing and vents, and
telephone, electric and other wires or other items, in, to and through the
Premises, as and to the extent that Landlord may now or hereafter deem
necessary or appropriate for the proper operation and maintenance of the
Building.

     10.2   LANDLORD'S CURE.

     If Tenant shall default in the performance of its obligations under this
Lease and if such default is not cured within the applicable periods provided
in Article 15, Landlord may but shall not be obligated to, make any such
payment or perform any such act on Tenant's part without waiving its rights
based upon any default of Tenant and without releasing Tenant from any
obligations hereunder. Except as may be specifically provided to the contrary
in this Lease, Tenant shall pay to Landlord, within ten (10) days after
delivery by Landlord to Tenant of statements therefor, sums equal to
expenditures reasonably made and obligations incurred by Landlord in
connection with the remedying by Landlord of Tenant's defaults. If there are
any outstanding monetary obligations of Tenant under this Lease attributable
to the period prior to the expiration or termination of this Lease, such
obligations shall survive the termination or expiration of this Lease and
such amount shall be payable to Landlord within ten (10) days after receipt
of notice therefor from landlord.

                                     -21-

<PAGE>

                                 ARTICLE 11
                                 INSURANCE

     11.1   LANDLORD'S CASUALTY INSURANCE OBLIGATIONS.

     Landlord shall keep the Property insured for the benefit of Landlord,
its lenders and agents, in an amount equivalent to the full replacement value
thereof (excluding the Land, foundation, grading and excavating costs)
against:

        (a)   loss or damage by fire; and

        (b)   such other risk or risks which are customarily covered with
respect to buildings and improvements similar in construction, general
location, use, occupancy and design to the Property, including but not
limited to windstorms hail, explosion, vandalism, malicious mischief civil
commotion and such other coverage as Landlord may deem appropriate or
necessary.

     These insurance provisions shall not limit or modify the obligations of
Tenant under any provision of this Lease. Such policy or policies of
insurance shall permit releases of liability as provided herein and/or waiver
of subrogation as to Tenant. Landlord waives, releases and discharges Tenant
from all claims or demands whatsoever which Landlord may have or acquire
arising out of damage to or destruction of the Property, or loss of use
thereof occasioned by fire or other casualty, which claim or demand may arise
because of the negligence or fault of Tenant, its agents, employees,
customers or business invitees, and Landlord agrees to look to the insurance
coverage only in the event of such loss. Notwithstanding the foregoing or
anything to the contrary elsewhere in this Lease, Tenant shall be obligated
to continue to pay Rent in the event of damage to or destruction of the
Premises or the Property if such damage or destruction is occasioned by the
negligence or fault of Tenant, its agents, employees, customers or business
invitees. Premiums paid for insurance under this section shall be included in
Operating Expenses.

     11.2   TENANT'S CASUALTY INSURANCE OBLIGATIONS.

     Tenant shall be solely responsible for but shall not be obligated to
keep all of its machinery, equipment, furniture, fixtures and personal
property (including all property under the care, custody or control of
Tenant) which may be located in, upon, or about the Premises insured in an
amount equivalent to the full insurable value thereof against:

        (a)   loss or damage by fire; and

        (b)   such other risk or risks which are customarily covered with
respect to a tenant's machinery, equipment, furniture, fixtures, personal
property and business located in a building similar in construction, general
location, use, occupancy

                                     -22-

<PAGE>

and design to the Property, including but not limited to, windstorms hail,
explosions, vandalism, theft, malicious mischiefs civil commotion and such
other coverage as Tenant may deem appropriate or necessary.

     To the extent Tenant keeps such insurance coverage, all policy or
policies of insurance shall permit release of liability as provided herein
and/or waiver of subrogation as to Landlord. Tenant waives, releases and
discharges Landlord, Landlord's lenders and its agents, employees and
contractors, from all claims or demands whatsoever which Tenant may have or
acquire arising out of damage to or destruction of the machinery, equipment,
furniture, fixtures, personal property or business, and loss of use thereof
occasioned by fire or other casualty, or by any cause whatsoever, including,
without limitation, damage caused by the negligence or fault of Landlord, its
agents, employees, contractors, and Tenant agrees to look to its insurance
coverage only (or if Tenant does not elect to carry such coverage, then to
Tenant's own funds) in the event of such loss.

     11.3   LANDLORD'S LIABILITY INSURANCE OBLIGATIONS.

     Landlord shall maintain commercial general liability insurance against
claims for personal injury, death or property damage occurring upon, in or
about the Property, such insurance to afford protection to Landlord, its
lenders and agents in amounts deemed reasonably to be appropriate by
Landlord. Premiums paid for insurance under this section shall be included in
Operating Expenses.

     11.4   TENANT'S LIABILITY INSURANCE OBLIGATIONS.

     Tenant shall, at Tenant's sole cost and expense, maintain commercial
general liability insurance against claims for personal injury, death or
property damage occurring upon, in or about the Premises, with combined
single limits of not less than Three Million and No/100 Dollars
($3,000,000.00). Tenant agrees to include contractual liability coverage in
such policy insuring Tenant's indemnification obligations under this Lease.
Any such coverage shall be deemed primary to any liability coverage secured
by Landlord.

                                     -23-

<PAGE>

     11.5 TENANT'S MISCELLANEOUS INSURANCE OBLIGATIONS.

     All policies of commercial general liability insurance shall be written
by companies reasonably acceptable to Landlord, naming Landlord, Landlord's
lenders and agents as additional insureds thereunder. All policies, or a
memorandum or certificate of such insurance, shall be delivered to Landlord
endorsed "Premium Paid" by the company or agency issuing the same or
accompanied by other evidence satisfactory to Landlord that the premium
thereon has been paid. At such time as insurance limits required of tenants
in office buildings in the area in which the Property is located are
generally increased to greater amounts, Landlord shall have the right to
require such greater limits as may then be customary. All insurance policies
required of Tenant shall be written on an occurrence basis (not a claims made
basis) so that they afford coverage for all claims based upon acts,
omissions, injury or damage, which claims occurred or arose (or the onset of
which occurred or arose) in whole or in part during the policy period. All
insurance policies required of Tenant shall require sixty (60) days written
notice by the insurer to Landlord prior to cancellation.

     11.6   TENANT'S INDEMNIFICATION OF LANDLORD.

     Tenant agrees to indemnify, defend (with counsel reasonably acceptable
to Landlord) and protect Landlord, Landlord's lenders and managing agent,
against, and hold Landlord, Landlord's lenders and managing agent free and
harmless from, Claims arising from (a) any breach or default on the part of
Tenant in the performance of any covenant or agreement on the part of Tenant
to be performed pursuant to this Lease, (b) from any act or negligence on the
part of Tenant or its agents, contractors, servants, employees or licensees,
and (c) from any accident, injury or damage in or about the Premises and
Property to the extent caused by Tenant, its agents, contractors, servants,
employees or licensees.

     11.7   TENANT'S WAIVER.

     To the extent not expressly prohibited by applicable Laws, Tenant agrees
that Landlord, Landlord's lenders, its agents, employees and servants, shall
not be liable for and expressly waives all Claims for damage to, Tenant's
property or business sustained during the Term resulting directly or
indirectly from (a) any existing or future condition, defect, matter or thing
in the Premises, the Property or any part thereof, (b) from any equipment or
appurtenances becoming out of repair, (c) any occurrence, act or omission of
Landlord, its agents, employees or servants, or any other tenant or occupant
of the Building or any other person. This paragraph shall apply especially
but not exclusively, to damage caused by the flooding of basements or other
subsurface areas and by refrigerators, sprinkling devices, air conditioning
apparatus, water, snow, frost, steam, excessive heat or cold, falling
plaster, broken glass, sewage, gas, odors, noise or the bursting or leaking
of pipes or plumbing fixtures and shall apply regardless

                                     -24-

<PAGE>

whether any such damage results form an Act of God, the act or omission of
other tenants or occupants of the Property or any other persons.

     11.8   LANDLORD'S DEDUCTIBLE.

     Provisions herein to the contrary notwithstanding, in the event any
damage to the Property results from any act or omission of Tenant, its
agents, employees or invitees, and all or any portion of the cost to repair
the damage falls within the deductible under Landlord's insurance policy,
Tenant shall pay to Landlord the amount of such deductible (not to exceed
$5,000 per event) as Additional Rent.

     11.9   TENANT'S PROPERTY.

     All machinery, equipment, furniture, fixtures and personal property of
Tenant, including all property under the care, custody and control of Tenant,
shall be at the risk of Tenant only, and Landlord shall not be liable for
damage thereto or theft, misappropriation or loss thereof Tenant agrees to
indemnify, defend (with counsel reasonably acceptable to Landlord) and
protect Landlord against, and hold Landlord free and harmless from, claims
arising in connection with such property.

     11.10   INCREASE IN INSURANCE.

     Tenant shall not do or permit anything to be done in or about the
Premises nor bring or keep anything therein which will in any way increase the
existing rate of or adversely affect in any other way any fire or other
insurance policy upon the Property or any of its contents, or cause a
cancellation of any insurance policy covering the Property or any of its
contents. Notwithstanding anything to the contrary contained herein, Tenant
shall promptly, upon demand, reimburse Landlord for the full amount of any
additional premium charged for such policy by reason of Tenant's failure to
comply with the provisions of this section, it being understood that such
demand for reimbursement shall not be Landlord's exclusive remedy.

     11.11   TENANT'S FAILURE TO INSURE.

     In the event Tenant fails to provide Landlord with evidence of insurance
required under Section 11.4 and Section 11.5, Landlord may but shall not be
obligated to, without further demand upon Tenant and without waiving or
releasing Tenant from any obligation contained in this Lease, effect such
insurance. In such event, Tenant agrees to repay, upon demand, all sums
incurred by Landlord in effecting such insurance. All such sums shall become
Additional Rent hereunder, but no such payment by Landlord shall relieve
Tenant from any default under this Lease.

                                     -25-

<PAGE>

                                 ARTICLE 12
                           DAMAGE OR DESTRUCTION

     12.1   TENANTABLE WITHIN 180 DAYS.

     If fire or other casualty shall render the whole or any material portion
of the Premises untenantable, and the Premises can reasonably be expected to
be made tenantable within one hundred eighty (180) days from the date of such
event, then Landlord shall repair and restore the Property and the Premises
to as near their condition prior to the fire or other casualty as is
reasonably possible within such one hundred eighty (180) day period (subject
to delays for causes beyond Landlord's reasonable control) and notify Tenant
that it will be doing so, such notice to be mailed within forty-five (45)
days from the date of such damage or destruction. In such case, this Lease
shall remain in full force and effect, but Rent for the period during which
the Premises are untenantable shall be abated prorata (based upon the portion
of the Premises which is untenantable). If Landlord is required to repair the
Premises as aforesaid, said work shall be undertaken and prosecuted with all
due diligence and speed.

     12.2   NOT TENANTABLE WITHIN 180 DAYS.

     If for or other casualty shall render the whole or any material part of
the Premises untenantable and the Premises cannot reasonably be expected to
be made tenantable within one hundred eighty (180) days from the date of such
event, then either party, by notice in writing to the other sent within
forty-five (45) days from the date of such damage or destruction, may
terminate this Lease effective upon a date within thirty (30) days from the
date of such notice.

     12.3   PROPERTY SUBSTANTIALLY DAMAGED.

     In the event that more than fifty percent (50%) of the value of the
Property is damaged or destroyed by fire or other casualty, and irrespective
of whether damage or destruction can be made tenantable within on hundred
eighty (180) days thereafter, then at Landlord's option, by written notice to
Tenant sent within forty-five (45) days from the date of such damage or
destruction, Landlord may terminate this Lease effective upon a date within
ninety (90) days from the date of such notice to Tenant.

     12.4   UNINSURED CASUALTY OR UNAVAILABLE INSURANCE PROCEEDS.

     If fire or other casualty shall render any portion of the Premises or
any material portion of the Property untenantable and the insurance proceeds
are not sufficient to make such repair or if Landlord's lender requires all
or a portion of the proceeds to be applied to the outstanding balance due
under the loan, then Landlord may, by notice to Tenant sent within forty-five
(45) days from the date of such damages or destruction,

                                     -26-

<PAGE>

terminate this Lease effective upon a date within forty-five (45) days from
the date of such notice.

     12.5   DEDUCTIBLE PAYMENTS.

     If the Premises or the Property is damaged, and such damage is of the
type insured against under the casualty insurance maintained by Landlord
hereunder, the cost of repairing said damage up to the amount of the
deductible under said insurance policy shall be included as a part of the
Operating Expenses. If the damage is not covered by such insurance policies
and Landlord elects to repair the damage, then Tenant shall pay Landlord a
share of the deductible under Landlord's insurance policies equal to Tenant's
Prorata Share of Excess Operating Expenses. If the damage was due to an act
or omission of Tenant, Tenant shall pay Landlord the entire amount of the
deductible under Landlord's insurance policies (not to exceed $5,000.00) as
Additional Rent.

     12.6   LANDLORD'S REPAIR OBLIGATIONS.

     In the event (a) fire or other casualty shall render the whole or any
material part of the Premises untenantable and the Premises cannot reasonably
be expected to be made tenantable within one hundred eighty (180) days from
the date of such event and neither party hereto terminates this Lease
pursuant to its rights herein, (b) more than fifty percent (50%) of the value
of the Property is damaged or destroyed by fire or other casualty, and
Landlord does not terminate this Lease pursuant to its option granted herein
or (c) fifty percent (50%) or less of the value of the Property is damaged or
destroyed by fire or other casualty and neither the whole nor any material
portion of the Premises is rendered untenantable, then in any such event
Landlord shall repair and restore the Premises and the Property to as near
their condition prior to the fire or other casualty as is reasonably possible
with a due diligence and speed (subject to delays for causes beyond
Landlord's reasonable control) and the Rent for the period during which the
Premises are untenantable shall be abated prorata (based upon the portion of
the Premises which is untenantable). In no such event shall Landlord be
obligated to repair or restore any Tenant Improvements or special equipment
or improvements installed by Tenant at Tenant's expense.

     12.7   RENT APPORTIONMENT.

     In the event of a termination of this Lease pursuant to this Article 12,
Rent shall be apportioned on a per diem basis and paid to the date of the
fire or other casualty.

                                 ARTICLE 13
                               EMINENT DOMAIN

     13.1   TERMINATION OF LEASE.


                                     -27-

<PAGE>

     If the whole or any substantial part of the Premises is taken by any
public authority under the power of eminent domain or taken in any manner for
any public or quasi-public use, so as to render the remaining portion of the
Premises unsuitable for the purposes intended hereunder, then this Lease
shall terminate as of the day possession shall be taken by such public
authority and Landlord shall make a pro rata refund of any prepaid Rent.  In
the event that fifty percent (50%) or more of the building area or fifty
percent (50%) or more of the value of the Property is taken by public
authority under the power of eminent domain then at Landlord's option by
written notice to Tenant, mailed within sixty (60) days from the date
possession shall be taken by such public authority, Landlord may terminate
this Lease effective upon a date within ninety (90) days from the date of
such notice to Tenant.

     13.2   Landlord's Repair Obligations.

     In the event this Lease is not terminated pursuant to Section 13.1,
Landlord shall, at its sole cost and expense, restore the Premises and
Property to a complete architectural unit and the Base Rent provided for
herein during the period from and after the date of delivery of possession
pursuant to such proceedings to the termination of this Lease shall be
reduced to a sum equal to the product of the Base Rent provided for herein
multiplied by a fraction, the numerator of which is the fair market rent of
the Premises after such taking and after same has been restored to a complete
architectural unit, and the denominator of which is the fair market rent of
the Premises prior to such taking.  In addition, Tenant's Prorata Share of
Excess Property Taxes and Tenant's Prorata Share of Excess Operating Expenses
for the same period shall be adjusted in accordance with Section 4.7 after
due consideration of the rentable square footage of the Premises after the
date of delivery of possession pursuant to such proceedings compared to the
rentable square footage of the Building after the date of delivery of
possession pursuant to such proceedings.

     13.3   Tenant's Participation.

     All damages awarded for such taking under the power of eminent domain or
any like proceedings shall belong to and be the property of Landlord, Tenant
hereby assigning to Landlord its interest, if any, in said award.  Tenant
shall have the right to prove in any condemnation proceedings and to receive
any separate award which may be made for damages to or condemnation of
Tenant's movable trade fixtures and equipment and for moving expenses;
provided however, Tenant shall in no event have any right to receive any
award for its interest in this Lease or for loss of leasehold.

                                ARTICLE 14
                          ASSIGNMENT AND SUBLETTING

     14.1   Restriction on Transfers.

                                   -28-
<PAGE>

     Tenant shall not assign, mortgage, pledge, transfer, sublease or
otherwise encumber or dispose of this Lease, or any interest therein, or in
any manner assign, mortgage, pledge, transfer or otherwise encumber or
dispose of its interest or estate in the Premises, or any portion thereof
("Transfer"), without obtaining Landlord's prior written consent in each and
every instance, which consent shall not be unreasonably withheld or delayed.
Landlord shall grant or withhold such consent within twenty (20) days after
Tenant notifies Landlord of such proposed Transfer.  Landlord shall be deemed
reasonable in withholding such consent based on any of the following factors:
 (i) the character, reputation or business of the proposed assignee or
subtenant is inconsistent with the tenant mix or the quality of the tenancies
in other Class A office buildings in the Atlanta, Georgia area; (ii) the
financial condition of the proposed assignee or subtenant is not equal to or
better than the financial condition then being required by Landlord for new
tenants of the Building; (iii) the proposed assignee or subtenant intends to
make a use which is not in keeping with the first-class nature of the
Building or which will violate an exclusive use right granted by Landlord to
another tenant of the Building; (iv) the proposed assignee or subtenant is an
existing tenant of the Building for whom Landlord has space available (on the
date the existing tenant desires to expand) in the Building and desires a
length of term which Landlord is willing to provide; or (v) the proposed
assignee or subtenant is a potential candidate for space in the Building who
has asked for and received a bona fide proposal from Landlord with respect to
other space which Landlord currently has available in the Building and which
would be adequate to satisfy the requirements of the potential assignee or
subtenant (disregarding any difference in rental rate between Landlord's
Space and Tenant's Sublease Space) and such candidate desires the space for a
length of term which Landlord is willing to provide.  In the event Landlord
elects to withhold consent to a proposed assignment or sublet, Landlord shall
notify Tenant of the factor upon which Landlord bases such election.  No
Transfer shall release Tenant from its liability under this Lease.

     14.2   Definition of Assignment.

     For the purposes of this Lease, an "assignment" prohibited by this
Section 9 shall be deemed to include the following: if Tenant is a
partnership, a withdrawal or change (voluntary, involuntary, by operation of
law) of any one or more of the partners thereof, or the dissolution of the
partnership; or, if Tenant consists of more than one person, a purported
assignment, transfer, mortgage or encumbrance (voluntary, involuntary, by
operation of law or otherwise) from one constituent member to any other
constituent member, or to any third party; or, if Tenant is a corporation,
any dissolution, merger, consolidation or other reorganization of Tenant, or
any change in the ownership (voluntary, involuntary, by operation of law,
creation of new stock or otherwise) of fifty percent (50%) or more of its
capital stock from the ownership existing on the date of execution hereof,
or, the sale of fifty percent (50%) of the value of the assets of Tenant.

                              -29-
<PAGE>

     14.3   Recapture.

     No less than thirty (30) days prior to the effective date of a proposed
assignment or sublease (other than one made pursuant to Subsection 14.2)
Tenant shall offer to reconvey to Landlord, as of said effective date, that
portion of the Premises which Tenant is seeking to assign or sublet, which
offer shall contain an undertaking by Tenant to accept, as full and adequate
consideration for the reconveyance, Landlord's release of Tenant from all
future Rent and other obligations under this Lease with respect to the
Premises or the portion thereof so reconveyed.  Landlord, in its absolute
discretion, shall accept or reject the offered reconveyance within twenty
(20) days of the offer and if Landlord accepts, the reconveyance shall be
evidenced by an agreement acceptable to Landlord in form and substance.  If
Landlord fails to accept or reject the offer within the twenty (20) day
period, Landlord shall be deemed to have rejected the offer.

     14.4   Costs.

     Tenant agrees to pay on behalf of Landlord any and all cost of Landlord,
including reasonable attorney's fees (such fees not to exceed $700.00, unless
such Transfer involves an unusually complex structure), occasioned by such
Transfer.

     14.5   Proceeds.

     If Landlord rejects or is deemed to have rejected Tenant's offer of
reconveyance and if Landlord gives its consent to any assignment of this
Lease or to any sublease, or if Tenant is otherwise permitted to make any
assignment or sublease pursuant to this Lease, Tenant shall in consideration
therefore, pay to Landlord, as Additional Rent any and all amounts by which
the rent and any other consideration paid by the subtenant or assignee
exceeds the Rent due and payable by Tenant to Landlord hereunder.  With
respect to a sublease of less than the entire Premises, the Rent due under
this Lease shall be appropriately prorated on a per rentable square foot
basis to determine any such excess amounts.  Any such excess amounts shall be
paid by Tenant to Landlord as and when payable by the assignee or subtenant
to Tenant, after deducting reasonable marketing fees (i.e., commissions).

                                     ARTICLE 15
                                  DEFAULTS; REMEDIES

     15.1   Events of Default.

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

                                    -30-
<PAGE>


        15.1.1 FAILURE TO PAY BASE RENT OR ADDITIONAL RENT.

        If Tenant fails to pay Base Rent or Additional Rent as and when due.

        15.1.2 FAILURE TO PERFORM.

        If Tenant fails to perform any of Tenant's nonmonetary obligations
        under this Lease for a period of thirty (30) days after written
        notice from Landlord; provided that if performance as required by
        this Lease reasonably requires more than thirty (30) days to
        complete, Tenant shall not be in default if Tenant commences such
        performance within the thirty (30) day period and thereafter
        diligently pursues its completion and accomplishes the cure within
        ninety (90) days. Landlord shall not be required to give such notice
        if Tenants failure to perform constitutes a non-curable breach of
        this Lease.

        15.1.3 REPEATED DEFAULTS.

        Notwithstanding anything to the contrary set forth in Section 15.1.2
        above, in the event Tenant fails to perform any non-monetary
        obligations under this Lease on more than two (2) occasions in any
        calendar year, then any further non-monetary failure in such calendar
        year shall constitute an event of default without any notice or
        opportunity to cure.

        15.1.4 OTHER DEFAULTS.

        If (a) Tenant makes a general assignment or general arrangement for
        the benefit of creditors; (b) a petition for adjudication of
        bankruptcy or for reorganization or rearrangement is filed by or
        against Tenant and is not dismissed within thirty (30) days; (c) a
        trustee or receiver is appointed to take possession of substantially
        all of Tenant's assets located at the Premises or of Tenant's
        interest in this Lease and possession is not restored to Tenant
        within thirty (30) days; or (d) substantially all of Tenant's assets
        located at the Premises or of Tenant's interest in this Lease is
        subjected to attachment, execution or other judicial seizure which is
        not discharged within thirty (30) days. If a court of competent
        jurisdiction determines4es that any of the acts described in this
        subsection is not a default under this Lease, and a trustee is
        appointed to take possession (or if Tenant remains a debtor in
        possession) and such trustee or Tenant transfers Tenant's interest
        hereunder, then Landlord shall receive, as Additional Rent, the
        difference between the Rent (or any other consideration) paid in
        connection with such assignment or sublease and the Rent payable by
        Tenant hereunder.

        The notices required by this section are intended to satisfy any and
        all notice requirements imposed by the Laws and are not in addition
        to any such requirements.

                                    -31-

<PAGE>


     15.2 REMEDIES.

     Upon the occurrence of any default by Tenant, Landlord may at any
     time and from time to time exercise any of the following remedies.
     Landlord's exercise of any right or remedy shall not prevent it from
     exercising any other right or remedy available at law or in equity.

        15.2.1 TERMINATION OF TENANT'S RIGHT TO POSSESSION OF THE PREMISES.

        Terminate Tenant's right to possession of the Premises by any lawful
        means, in which case Tenant shall immediately surrender possession of
        the Premises to Landlord. In such case, this Lease shall continue in
        full force and effect except for Tenant's right to possession.
        Termination of Tenant's right to possession shall not be construed as
        an election by Landlord to terminate this Lease and Tenant's
        obligations and liabilities hereunder unless and until Landlord
        delivers written notice to Tenant expressly exercising such right of
        termination.

        15.2.2 RIGHT OF RE-ENTRY AND RELETTING.

        Upon termination of Tenant's right to possession of the Premises,
        Landlord may but shall not be obligated to, re-enter the Premises and
        remove all persons and property from the Premises. Any property
        removed may be stored in a public warehouse or elsewhere at the cost
        of and for the account of Tenant. Upon such re-entry, Landlord may
        but shall not be obligated to, relet the Premises or any part of
        them, to third parties for Tenant's account. Tenant shall be liable
        immediately to Landlord for all costs and expenses incurred by
        Landlord in re-entering or reletting the Premises, including but not
        limited to (a) maintaining or preserving the Premises after such
        default, (b) recovering possession of the Premises, removing persons
        and property from the Premises and storing such property, including
        court costs and reasonable attorney's fees incurred in connection
        therewith (c) reletting, renovating or altering the Premises, and (d)
        real estate commissions paid or payable in connection with reletting
        the Premises, said cost and expenses collectively referred to herein
        as "Re-entry Costs". Reletting can be for a period shorter or longer
        than the remaining Term. Tenant shall continue to pay Rent when due
        under this Lease, less the Net Rent (as hereafter defined) actually
        received by Landlord from reletting. Net Rent shall mean all rental
        actually received by Landlord from reletting less the following: (i) any
        indebtedness from Tenant to Landlord other than Rent, which shall
        be paid first, and (ii) the Reentry Costs, which shall be paid second.
        In the event the rental actually received by the Landlord from
        reletting exceeds the Rent, any sum remaining will be held by
        Landlord and applied to future Rent under this Lease.

                                     -32-


<PAGE>


        15.2.3 TERMINATION OF LEASE

        Terminate this Lease and all of Tenant's rights and obligations
        hereunder by delivery of written notice to Tenant. Such termination
        shall be effective upon delivery of such notice to Tenant and Tenant
        shall immediately surrender possession of the Premises to Landlord.
        In such event, Landlord shall be entitled to recover from Tenant and
        Tenant shall pay to Landlord immediately upon demand, all damages
        incurred by Landlord by reason of Tenant's default, including without
        limitation (a) all Rent due and payable under this Lease as of the
        effective date of the termination; (b) any amount necessary to
        compensate Landlord for all detriment proximately caused by Tenant's
        failure to perform its obligations under this Lease or which in the
        ordinary course of things would be likely to result therefrom,
        including but not limited to, any costs or expenses incurred in (i)
        maintaining or preserving the Premises after such default, (ii)
        recovering possession of the Premises, removing persons and property
        from the Premises and storing such property, including court costs
        and reasonable attorneys' fees incurred in connection therewith (iii)
        reletting, renovating or altering the Premises, and (iv) real estate
        commission paid or payable in connection with reletting the Premises;
        and (c) an amount equal to the difference between the present worth,
        as of the effective date of the termination, of the Rent for the
        balance of the Term remaining after the effective date of the
        termination (assuming no termination) and the present worth, as of
        the effective date of the termination, of a fair and reasonable
        market rent for the Premises for the same period. For purposes of
        this section, present worth shall be computed by utilizing a discount
        rate of six percent (6%). Nothing in this section shall limit or
        prejudice Landlord's right to prove and obtain damages in an amount
        equal to the maximum amount allowed by the Laws, regardless of
        whether such damages are  greater than the amounts set forth herein.

     15.3  COSTS

     Tenant shall reimburse and compensate Landlord upon demand, as
     Additional Rent, for any actual pecuniary loss incurred by Landlord in
     connection with, resulting from or related to any breach or default of
     Tenant under this Lease, whether or not suit is commenced or judgment
     entered. Such loss shall include all reasonable legal fees, costs and
     expenses incurred in the negotiation, settlement or enforcement of
     rights or remedies of Landlord or necessary to protect Landlord's
     interest under this Lease in a bankruptcy case or proceeding under Title
     II of the United States Code, as amended. Tenant shall also indemnify,
     defend (with counsel reasonably acceptable to Landlord) and protect
     Landlord against, and hold Landlord free and harmless from, all Claims
     incurred by Landlord if Landlord becomes or is made a party to any claim
     or action (a) instituted by Tenant, by any third party against Tenant
     or by or against any person holding any interest under or using the
     Premises by license of or agreement with Tenant; (b) for foreclosure of
     any lien for labor or material furnished to or for Tenant or such other
     person; (c) otherwise arising out of or resulting from any act or
     transaction of Tenant or such other person; or (d) necessary to protect
     Landlord's

                                      -33-
<PAGE>



interest under this Lease in a bankruptcy case or proceeding under Title II
of the United States Code, as amended.

     15.4   NO WAIVER.

     No failure by Landlord to insist upon the performance of any of the
terms of this Lease or to exercise any right or remedy consequent upon a
breach thereof, and no acceptance by Landlord of full or partial rent from
Tenant or any third party during the continuance of any such breach, shall
constitute a waiver of any such breach or of any of the terms of this Lease.
None of the terms of this Lease to be kept, observed or performed by Landlord
or by Tenant, and no beach thereof, shall be waived, altered or modified
except by a written instrument executed by Landlord and/or by Tenant, as the
case may be. No waiver of any default of Tenant herein shall be implied from
any omission by Landlord to take any action on account of such default. One
or more waivers by Landlord shall not be construed as a waiver of a
subsequent breach of the same covenant, term or condition. No statement on a
payment check from Tenant or in a letter accompanying a payment check shall
be binding on Landlord. Landlord may, with or without notice to Tenant,
negotiate such check without being bound to the conditions of such statement.

     15.5  WAIVER BY TENANT.

     Tenant hereby waives all claims resulting from Landlord's re-entry and
taking possession of the Premises and removing and storing the property of
Tenant as permitted under this Lease and will save Landlord harmless from all
losses, costs or damages occasioned thereby. No such reentry shall be
considered or construed to be a forcible entry by Landlord.

                                  ARTICLE 16
                           PROTECTION OF CREDITORS

     16.1  SUBORDINATION.

     This Lease and all rights of Tenant therein, and all interest or estate
of Tenant in the Property or any portion thereof, shall be subject and
subordinate to the lien of any mortgage, deed of trust or other document of
like nature ("Mortgage") which now or at any time may be placed upon the
Property or any portion thereof, and to any replacements, renewals,
amendments, modifications, extensions or refinancing thereof, and to each and
every advance made under any Mortgage. Tenant agrees at any time hereafter,
and from time to time on demand of Landlord, to execute and deliver to
Landlord any instruments, releases or other documents that may be reasonably
required for the purpose of subjecting and subordinating this Lease to the
lien of any Mortgage. It is agreed that so long as Tenant is not in default
in the payment of Rent or the performance and observance of any covenant,
condition, provision, term or agreement


                                      -34-

<PAGE>


to be performed and observed by Tenant under this Lease, the holder of any
Mortgage shall not interfere with, hinder, molest or disturb Tenant's rights
under this Lease. The lien of any such Mortgage shall not cover Tenant's
trade fixtures or other personal property located in or on the Premises.

     16.2   ATTORNMENT.

     If Landlord's interest in the Premises is acquired by any ground
landlord, the holder of any Mortgage at a foreclosure sale or by any new
person or entity as a result of any transfer by Landlord, Tenant shall attorn
to the transferee of or successor to Landlord's interest in the Premises and
recognize such transferee or successor as landlord under this Lease. Tenant
waives the protection of any statute or rule of Law which gives or purports
to give Tenant any right to terminate this Lease or surrender possession of
the Premises upon the transfer of Landlord's interest.

     26.3   ESTOPPEL CERTIFICATES.

            16.3.1  CONTENTS.

            Upon Landlord's written request, Tenant shall execute,
acknowledge and deliver to Landlord a written statement certifying: (a) that
this Lease (and all guaranties, if any) is unmodified and in full force and
effect or, if there have been any modifications, that the same is in full
force and effect, as modified, and stating the modifications); (b) that this
Lease has not been canceled or terminated; (c) that last date of payment of
Base Rent and Additional Rent and the time period covered by such payments;
(d) whether or not there are then existing any breaches or defaults by
Landlord known by Tenant under this Lease, and if so, specifying the same and
the steps being taken to remedy the same; (e) specifying any setoffs or
defenses in favor of Tenant against the enforcement of this Lease (or of any
guaranties); and (f) such other statements as required by Landlord, any
lender, prospective lender, investor or purchaser. Tenant shall deliver such
statement to Landlord within ten (10) business days after Landlord's request.
Any such statement by Tenant may be given by Landlord to any lender,
prospective lender, investor or purchaser of the Premises and may be relied
upon by such party as true and correct.

            16.3.2  FAILURE TO DELIVER.

            If Tenant does not deliver such statement to Landlord within such
ten (10) business day period, (a) Tenant irrevocably constitutes and appoints
Landlord as its special attorney-in-fact to execute and deliver the
certificate to any third party and (b) such failure shall constitute a
default under this Lease entitling Landlord to pursue remedies for breach.
Further, Landlord, and any lender, prospective lender, investor or purchaser,
may conclusively presume and rely upon the following facts: (i) that the
terms and provisions of this Lease have not been changed except as otherwise


                                     -35-

<PAGE>


represented by Landlord; (ii) that this Lease has not been canceled or
terminated except as otherwise represented by Landlord; (iii) that not more
than one month's Base Rent or Additional Rent have been paid in advance; and
(iv) that Landlord is not in default under this Lease. In such event, Tenant
shall be estopped from denying the truth of such facts.

     16.4  MORTGAGEE PROTECTION CLAUSE.

     Tenant agrees to give the holder of any Mortgage, by registered mail, a
copy of any notice of default served upon Landlord, provided that prior to
such notice Tenant has been notified in writing (by way of notice of
assignment of rents and leases or otherwise) of the address of such holder.
Tenant further agrees that if Landlord shall have failed to cure such default
within the time provided for in this Lease, then such holder shall have an
additional ten (10) days within which to cure such default or if such default
cannot be cured within that time, then such additional time as may be
necessary if, within such ten (10) day period, the holder has commenced and
is diligently pursuing the remedies necessary to cure such default (including
but not limited to commencement of foreclosure proceedings if necessary to
effect such cure) in which event this Lease shall not be terminated while
such remedies are being so diligently pursued.

     16.5  QUIET POSSESSION.  The Landlord agrees that the Tenant, keeping
and performing the covenants herein contained on the part of the Tenant to be
kept and performed, shall at all times during the existence of the Lease,
Renewals, or extensions peaceably and quietly, have, hold, and enjoy the
Premises, without suit, trouble or hindrance from the Landlord, or any person
claiming Landlord.

                                  ARTICLE 17
                             TERMINATION OF LEASE

     17.1   SURRENDER OF PREMISES.

     At the expiration of the Term, Tenant shall surrender the Premises in
the same condition as the same were in on the Commencement Date, reasonable
wear and tear excepted, permitted alterations and damage by casualty or
condemnation excepted, and shall surrender all keys to the Premises to
Landlord's managing agent or to Landlord at the place then fixed for the
payment of Base Rent and shall inform Landlord of all combinations on locks,
safes and vaults, if any. Tenant shall at such time remove all of its
property therefrom and all alterations and improvements placed thereon by
Tenant if so requested by Landlord. Tenant shall repair any damage to the
Premises caused by such removal, and any and all such property not so removed
shall, at Landlord's option, become the exclusive property of Landlord or be
disposed of by Landlord at Tenant's cost and expense without further notice
to or demand upon Tenant. If the


                                   -36-

<PAGE>

Premises are not surrendered as above set forth, Tenant shall indemnify,
defend (with counsel reasonably acceptable to Landlord) and protect Landlord
against, and hold Landlord free and harmless from, any Claim resulting from
the delay by Tenant in so surrendering the Premises, including without
limitation, any claim made by any succeeding occupant founded on such delay.
All property of Tenant not removed on or before the last day of the Term
shall be deemed abandoned. Tenant hereby appoints Landlord its agent to
remove, at Tenant's cost, all property of Tenant from the Premises upon
termination of this Lease and to cause its transportation and storage for
Tenant's benefit, all at the sole cost and risk of Tenant and Landlord shall
not be liable for damage, theft, misappropriation or loss thereof and
Landlord shall not be liable in any manner in respect thereto.

     17.2   HOLDING OVER.

     In the event Tenant remains in possession of the Premises after
expiration of this Lease, and without the execution of a new lease, but with
Landlord's written consent, it shall be deemed to be occupying the Premises
as a tenant from month to month, subject to all the provisions, conditions and
obligations of this Lease insofar as the same can be applicable to a
month-to-month tenancy, except that (i) for the first month after the
expiration of this Lease, the Base Rent shall be escalated to one hundred
fifty percent (150%) of Landlord's then current Base Rent for the Premises
according to Landlord's then current rental rate schedule for prospective
tenants, and (ii) for the every month thereafter, the Base Rent shall be
escalated to two hundred percent (200%) of landlord's then current Base Rent
for the Premises according to Landlord's then current rental rate schedule
for prospective tenants. In the event Tenant remains in possession of the
Premises after expiration of this Lease and without the execution of a new
lease and without Landlord's written consent, Tenant shall be deemed to be
occupying the Premises without claim of right and Tenant shall pay Landlord
for all costs arising out of loss or liability resulting from delay by Tenant
in so surrendering the Premises as provided in Section 17.1 and shall pay a
charge for each day of occupancy an amount equal to double the Base Rent and
Additional Rent (on a day basis) then currently being charged by Landlord on
new leases in the Property for space similar to the Premises.


                              ARTICLE 18
                       MISCELLANEOUS PROVISIONS

     18.1   NOTICES.

     All notices, demands and requests which may be or are required to be
given, demanded or requested by either party to the other shall be in writing.
All notices, demands and requests shall be sent by United States registered
or certified mail, postage prepaid or by an independent overnight courier
service, addressed to the addresses specified in the Basic Terms or at such
other place as either party may

                                  -37-

<PAGE>

designate to the other party by written notice given in accordance with this
section. Notices, demands and requests which shall be given by mail shall be
deemed delivered within three (3) business days of deposit with the United
States Post Office and if delivered by courier shall be deemed delivered on
the next business day after the day of deposit with such courier.

     18.2   LANDLORD'S CONTINUING OBLIGATIONS.

     The term "Landlord" as used in this Lease, so far as covenants or
obligations on the part of Landlord are concerned, shall be limited to mean
and include only the owner or owners at the time in question of the fee title
of the Property. In the event of any transfer or conveyance of the Property,
the then grantor shall be automatically freed and relieved from and after the
date of such transfer or conveyance of all liability as respects the
performance of any covenants or obligations on the part of Landlord contained
in this Lease thereafter to be performed; provided that any funds in the
hands of such grantor at the time of such transfer, in which Tenant has an
interest, shall be turned over to the grantee for payment to Tenant in
accordance with this Lease.

     18.3   SUCCESSORS.

     The covenants and agreements herein contained shall bind and inure to
the benefit of Landlord, its successors and assigns, and Tenant and its
permitted successors and assigns.

     18.4   CAPTIONS AND INTERPRETATION.

     The captions of the Articles and Sections of this Lease are to assist
the parties in reading this Lease and are not a part of the terms or
provisions of this Lease. Whenever required by the context of this Lease, the
singular shall include the plural and the plural shall include the singular.
The masculine, feminine and neuter genders shall each include the other. In
any provision relating to the conduct, acts or omissions of Tenant, the Term
"Tenant" shall include Tenant's agents, employees, contractors, invitees,
successors or others using the Premises with Tenant's expressed or implied
permission.

     18.5   RELATIONSHIP OF PARTIES.

     This Lease does not create the relationship of principal and agent, or
of partnership, venture, or of any association or relationship between
Landlord and Tenant, the sole relationship between Landlord and Tenant being
that of landlord and tenant.

     18.6   ENTIRE AGREEMENT.

                                    -38-

<PAGE>

     Any exhibits, addenda and schedules attached hereto, and the Work
Letter, shall be incorporated herein as though fully set forth herein. All
preliminary and contemporaneous negotiations are merged into and incorporated
in this Lease. This Lease Agreement together with the Exhibits contains the
entire agreement between the parties. No subsequent alteration, amendment,
change or addition to this Lease shall be binding upon Landlord or Tenant
unless reduced to writing and signed by the party to be charged with their
performance.

     18.7   SEVERABILITY.

     If any covenant, condition, provision, term or agreement of this Lease
shall, to any extent, be held invalid or unenforceable, the remaining
covenants, conditions, provisions, terms and agreements of this Lease shall
not be affected thereby, but each covenant, condition, provision, term or
agreement of this Lease shall be valid and in force to the extent permitted
by Law.

     18.8   LANDLORD'S LIMITED LIABILITY.

     Tenant agrees to look solely to Landlord's equity interest in the
Building for recovery of any judgment from Landlord, it being agreed that
Landlord (and if Landlord is a partnership, its partners, whether general or
limited, and if Landlord is a corporation, its directors, officers or
shareholders and if Landlord is a limited liability company, its governors,
managers or members) shall never be personally liable for any personal
judgment or deficiency decree or judgment against it, nor shall Tenant be
entitled to reach any of the general corporate assets of Landlord, or its
parent corporation or its affiliated corporations for satisfaction of any
such judgment.

     18.9   SURVIVAL.

     All obligations (together with interest on money obligations at the
Maximum Rate of Interest) accruing prior to expiration of the Term shall
survive the expiration or other termination of this Lease.

     18.10  ATTORNEYS' FEES.

     In the event of any litigation or judicial action in connection with
this Lease or the enforcement thereof or the enforcement of any indemnity
obligation hereunder, the prevailing party in any such litigation or judicial
action shall be entitled to recover all costs and expenses of any such
judicial action or litigation (including, but not limited to, reasonable
attorneys' fees, costs and expenditures fees) from the other party.

     18.11  BROKER.

                                    -39-

<PAGE>


     Landlord shall pay the broker(s), if any, listed in the Basic Terms,
pursuant to a separate agreement between Landlord and such broker(s).
Landlord and Tenant each represent and warrant to the other that it has not
had any dealings with any realtors, brokers or agents in connection with the
negotiation of this Lease except as may be specifically set forth in the
Basic Terms and agree to hold the other harmless from the failure to pay any
realtors, brokers or agents (other than the Brokers specified in the Basic
Terms)  and from any cost, expense or liability for any compensation,
commission or changes claimed by any realtors, brokers or agents (other than
the Brokers specified in the Basic Terms) claiming by, through or on behalf
of it with respect to this Lease and/or the negotiation hereof Landlord
agrees to pay all amounts due to the Brokers named in the Basic Terms as a
result of this Lease.

     18.12   GOVERNING LAW.

     This Lease shall be governed by the laws of the State of Georgia. All
covenants, conditions and agreements of Tenant arising hereunder shall be
performable in the county wherein the Premises are located. Any suit arising
from or relating to this Lease shall be brought in the county wherein the
Premises are located, and the parties hereto waive the right to be sued
elsewhere.

     18.13   TIME IS OF THE ESSENCE.

     Time is of the essence with respect to the performance of every
provision of this Lease in which time of performance is a factor.

     18.14   JOINT AND SEVERAL LIABILITY.

     All parties signing this Lease as Tenant shall be jointly and severally
liable for all obligations of Tenant.

     18.15   TENANT'S WAIVER.

     Any claim which Tenant may have against Landlord for default in
performance of any of the obligations herein contained to be kept and
performed by Landlord shall be deemed waived unless such claim is asserted by
written notice thereof to Landlord within ten (10) days of commencement of
the alleged default or of accrual of the cause of action and unless suit be
brought thereon within six (6) months subsequent to the accrual of such cause
of action.

     18.16  DELIVERY OF TENANT ORGANIZATION DOCUMENTS.

     In the event Tenant is an entity, Tenant shall without charge to Landlord,
at any time and from time to time within ten (10) days after written request
by Landlord, deliver the following instruments and documents:

                                     -40-

<PAGE>

        (a)  Certificate of Good Standing from the state of formation of
             Tenant and the State, confirming that Tenant is in good standing
             under the corporate laws governing formation;

        (b)  A copy of Tenant's organization documents and any amendments or
             modifications thereof, certified as true and correct by an
             appropriate official of Tenant.

     18.17   PROVISIONS ARE COVENANTS AND CONDITIONS.

     All provisions, whether covenants or conditions, shall be deemed to be
both covenants and conditions.

     18.18   BUSINESS DAYS.

     As used herein, the term "business days" shall mean any day which is not
Saturday, Sunday or a legal holiday in the State.

     18.19  FORCE MAJEURE.

     If Landlord or Tenant shall be delayed or prevented from the performance
of any act required hereunder (excluding, however, the payment of money) by
reason of acts of God, strikes, lockouts, labor troubles, inability to
procure materials, respect of governmental laws or regulations, or by any
order or direct of any legislative, administrative or judicial body, or any
government department, or by reason of not being able to obtain any licenses,
permissions or authorities required therefor, or other causes without fault
or beyond the reasonable control of Landlord or Tenant, performance of such
acts by Landlord or Tenant shall be excused for the period of the delay and
the period of the performance of any such acts shall be extended for a period
equivalent to the period of such delay. Such delays are sometimes referred to
in this Lease as "Force Majeure."

     18.20   SUBMISSION OF LEASE.

     Submission of this instrument for examination or signature by Tenant does
not constitute a reservation of or an option for lease and is not effective
as a lease or otherwise until execution and delivery by both Landlord and
Tenant.

     18.21   RELOCATION. Intentionally Deleted.

     18.22   USUFRUCT.

     The parties hereby agree that the interest granted by Landlord to Tenant
under this Lease is not an interest in real estate and is not a leasehold
estate but is merely a usufruct.

                                     -41-

<PAGE>

     18.23   SECURITY DEPOSIT.

     Tenant shall pay Landlord the sum equivalent to two (2) months Rent
during the first year of the Initial Lease Term (hereinafter referred to as
"Security Deposit"), which shall be held by the Landlord during the Term of
this Lease, or any renewal thereof. The Security Deposit may be commingled by
Landlord with its other funds and under no circumstances will Tenant be
entitled to any interest on the Security Deposit. The Security Deposit may be
used by Landlord, at its discretion, to apply to any amount owing to Landlord
hereunder, or to pay the expenses of repairing any damage to the Premises,
except natural wear and tear occurring from normal use of the Premises, which
exists on the day Tenant vacates the Premises, but this right shall not be
construed to limit Landlord's right to recover additional sums from Tenant
for damages to the Premises. In addition to any other rights available to
Landlord hereunder, the Security Deposit shall be forfeited if this Lease
should be terminated prior to the normal Expiration Date of the original
term, or of any renewal thereof as a result of Tenant's default. If there is
any balance of the Security Deposit remaining after all payments have been
made, the Security Deposit, or such balance thereof remaining, will be
refunded to the Tenant within thirty (30) days after fulfillment by Tenant of
all obligations hereunder. Upon sale or conveyance of the Building, Landlord
may transfer or assign the Security Deposit to any new owner of the Premises,
and upon such transfer all liability of Landlord for the Security Deposit
shall terminate. Notwithstanding the foregoing, if no event of default has
occurred during the first eleven (11) months of the first Lease Year, Tenant
may apply fifty percent (50%) of the Security Deposit to the payment of Rent
due on the twelfth month, and Landlord shall retain the balance thereof for
the purposes described in this Paragraph 18.23

     18.24   SPECIAL STIPULATIONS.

     The Special Stipulations attached hereto as Exhibit E form a part of
this Lease and are hereby incorporated by this reference. In the event of any
conflict between the Special Stipulations and the remaining provisions of
this Lease, to the Special Stipulations shall control.

                                      -42-

<PAGE>


     Landlord and Tenant have signed this Lease on the dates specified
adjacent to their signatures below.

Dated    3-15-99                    LANDLORD:
      ------------
                                    OPUS SOUTH CORPORATION, a Florida
                                    corporation

                                    By:    /s/ Neil Rauenhorst
                                       -------------------------------

                                    Name:  Neil Rauenhorst
                                        ------------------------------

                                    Title:  President & CEO
                                        ------------------------------

Dated    3/9/99                    TENANT:

                                   PRIMIS, INC., a Georgia corporation

                                   By:    /s/ James C. Foretich
                                      --------------------------------

                                   Name:  James C. Foretich
                                        ------------------------------

                                   Title:  Vice President
                                         -----------------------------

                                   By:    /s/ Trevor Fraser
                                      --------------------------------

                                   Name:  Trevor Fraser
                                        ------------------------------

                                   Title: Vice President
                                         -----------------------------




                                        -43-

<PAGE>


                                   EXHIBIT "A"
                                   -----------
                           LEGAL DESCRIPTION OF LAND
                           -------------------------


All that tract or parcel of land lying and being in Land lots 858 and 906,
1st District, 2nd Section, City of Alpharetta, Fulton County, Georgia, being
more particularly described as follows:

TO FIND THE TRUE POINT OF BEGINNING, commence at a point formed by the
intersection of the northwesterly right-of-way of North Point Parkway, having
a 120 foot right-of-way and the easterly right-of-way of Kimball Bridge Road,
having a varying right-of-way; thence, run northwesterly, along the
northwesterly right-of-way of North Point Parkway right-of-way in a generally
northeasterly direction, a distance of 1,991.27 feet to a point located at
the intersection of the northwesterly right-of-way of North Point Parkway and
the northeasterly right-of-way of Great Oaks Way, having a varying
right-of-way, which point is THE TRUE POINT OF BEGINNING FROM SAID TRUE POINT
OF BEGINNING AS THUS ESTABLISHED, and leaving the northwesterly right-of-way
of North Point Parkway, run in a generally northwesterly direction along the
northeasterly right-of-way of said proposed Great Oaks Way, the following
courses and distances: South 77 degrees 39 minutes 14 seconds West, a
distance of 28.28 feet to a point; North 57 degrees 20 minutes 46 seconds
West, a distance of 42.66 feet to a point; along an arc of curve to the
right, having a radius of 391.74 feet, an arc distance of 66.71 feet (said
arc being subtended by a chord bearing North 52 degrees 28 minutes 05 seconds
West, a chord distance of 66.63 feet) to a point; along an arc of curve to
the right, having a radius of 101.00 feet, an arc distance of 8.55 feet (said
arc being subtended by a chord bearing North 50 degrees 00 minutes 58 seconds
West, a chord distance of 8.55 feet) to a point; along an arc of curve to the
right, having a radius of 392.87 feet, an arc distance of 44.80 feet (said
arc being subtended by a chord bearing North 49 degrees 10 minutes 32 seconds
West, a chord distance of 44.78 feet) to a point; along an arc of curve to
the right, having a radius of 396.67 feet, an arc distance of 60.21 feet
(said arc being subtended by a chord bearing North 41 degrees 33 minutes 37
seconds West, a chord distance of 60.15 feet) to a point; along an arc of
curve to the right, having a radius of 79.00 feet, an arc distance of 10.14
feet (said arc being subtended by a chord bearing North 33 degrees 32 minutes
08 seconds West, a chord distance of 10.13 feet) to a point; along an arc of
curve to the right, having a radius of 403.74 feet, an arc distance of 22.05
feet (said arc being subtended by a chord bearing North 28 degrees 17 minutes
42 seconds West, a chord distance of 22.05 feet) to a point; North 26 degrees
43 minutes 49 seconds West a distance of 301.99 feet to a point; along an arc
of curve to the left, having a radius of 477.74 feet, an arc distance of
208.16 feet (said arc being subtended by a chord bearing North 39 degrees 12
minutes 46 seconds West, a chord distance of 206.52 feet) to a point; North
51 degrees 41 minutes 43 seconds West a distance of 78.93 feet to a point;
thence, leaving said proposed right-of-way of Great Oaks Way, run thence
North 34 degrees 04 minutes 23 seconds East a distance of 48.00 feet to a
point; thence run

<PAGE>


North 71 degrees 45 minutes 16 seconds East, a distance of 606.66 feet to a
point; thence run South 53 degrees 27 minutes 36 seconds East, a distance of
614.17 feet to a point located on the northwesterly right-of-way of the
aforementioned North Point Parkway, thence run in a generally southwesterly
direction along said northwesterly right-of-way of North Point Parkway the
following courses and distances; South 61 degrees 06 minutes 35 seconds West,
a distance of 148.92 feet to a point; along an arc of curve to the left,
having a radius of 1,014.93 feet, an arc distance of 504.06 feet (said arc
being subtended by a chord bearing South 46 degrees 52 minutes 54 seconds
West, a chord distance of 498.90 feet) to a point; South 32 degrees 39
minutes 14 seconds West a distance of 112.74 feet to a point, and THE TRUE
POINT OF BEGINNING.

The above described property contains 10.925 acres, more or less, and is
shown on and described according to that certain ALTA/ACSM Survey for
Wachovia Bank of Georgia, N.A., Opus South Corporation and Chicago Title
Insurance Company dated September 24, 1997, prepared by Engineering &
Inspection Systems, Inc., John E. Norton, Registered Land Surveyor No. 1848,
which survey is incorporated herein by reference.






                                        - 2 -


<PAGE>


                                   EXHIBIT "B"
                                   -----------
                                   FLOOR PLAN
                                   ----------



                                    [GRAPHIC]





                             - ROYAL CENTER THREE -

                                   AT ROYAL 400
                               ALPHARETTA, GEORGIA

                                 A DEVELOPMENT OF
                              OPUS SOUTH CORPORATION

                                 THIRD FLOOR PLAN


                                      [SCALE]

                                      [LOGO]

<PAGE>



                                   EXHIBIT "C"
                                   -----------
                              RULES AND REGULATIONS
                              ---------------------



1.   Any sign, lettering, picture, notice or advertisement installed on or in
any part of the Premises and visible from the exterior of the Building, or
visible from the exterior of the Premises, shall be installed at Tenant's
sole cost and expense, and in such manner, character and style as Landlord
may approve in writing. In the event of a violation of the foregoing by
Tenant, Landlord may remove the same without any liability and may charge the
expense incurred by such removal to Tenant.

2.   No awning or other projection shall be attached to the outside walls of
the Building. No curtains, blinds, shades or screens visible from the
exterior of the Building or visible from the exterior of the Premises, shall
be attached to or hung in, or used in connection with any window or door of
the Premises without the prior written consent of Landlord. Such curtains,
blinds, shades, screens or other fixtures must be of a quality, type, design
and color, and attached in the manner approved by Landlord.

3.   Tenant, its servants, employees, customers, invitees and guests shall
not obstruct sidewalks, entrances, passages, corridors, vestibules, halls,
elevators, or stairways in and about the Building which are used in common
with other tenants and their servants, employees, customers, guests and
invitees, and which are not a part of the Premises of Tenant. Tenant shall not
place objects against glass partitions or doors or windows which would be
unsightly from the Building corridors or from the exterior of the Building
and will promptly remove any such objects upon notice from Landlord.

4.   Tenant shall not make excessive noises, cause disturbances or vibrations
or use or operate any electrical or mechanical devices that emit excessive
sound or other waves or disturbances or create obnoxious odors, any of which
may be offensive to the other tenants and occupants of the Building, or that
would Interfere with the operation of any device, equipment, radio,
television broadcasting or reception from or within the Building or elsewhere
and shall not place or install any projection, antennas, aerials or similar
devices inside or outside of the Premises or on the Building.

5.   Tenant shall not waste electricity, water or air conditioning and shall
cooperate fully with Landlord to insure the most effective operation of the
Building's heating and air conditioning systems and shall refrain from
attempting to adjust any controls other than unlocked room thermostats, if
any, installed for Tenant's use. Tenant shall keep corridor doors closed.

6.   Tenant assumes full responsibility for protecting its space from theft,
robbery and pilferage, which includes keeping doors locked and other means of
entry to the Premises closed and secured after normal business hours.


<PAGE>


7.   No person or contractor not employed by Landlord shall be used to
perform janitorial work, window washing, cleaning, maintenance, repair or
similar work in the Premises without the written consent of Landlord, which
shall not be unreasonably withheld or delayed.

8.   In no event shall Tenant bring into the Building inflammables, such as
gasoline, kerosene, naphtha and benzine, or explosives or any other article
of Intrinsically dangerous nature. If, by reason of the failure of Tenant to
comply with the provisions of this subparagraph, any insurance premium for
all or any part of the Building shall at any time be increased, Tenant shall
make immediate payment of the whole of the increased insurance premium,
without waiver of any of any Landlord's other rights at law or in equity for
Tenant's breach of this Lease.

9.   Tenant shall comply with all applicable federal, state and municipal
laws, ordinances and regulations, and Building rules and shall not directly
or indirectly make any use of the Premises which may be prohibited by any of
the foregoing or which may be dangerous to persons or property or may
increase the cost of insurance or, require additional insurance coverage.

10.  Landlord shall have the right to prohibit any advertising by Tenant
which in Landlord's reasonable opinion tends to impair the reputation of the
Building, and upon written notice from Landlord, Tenant shall refrain from or
discontinue such advertising.

11.  The Premises shall not be used for cooking (except normal break room use
such as coffee machines and microwave ovens for warming, but in no event
shall any open flame or electric element cooking take place), lodging,
sleeping or for any immoral or illegal purpose.

12.  Tenant and Tenant's servants, employees, agents, visitors and licenses
shall observe faithfully and comply strictly with the foregoing rules and
regulations and such other and further appropriate rules and regulations as
Landlord or Landlord's agent may from time to time adopt. Reasonable notice
of any additional rules and regulations shall be given in such manner as
Landlord may reasonably elect.

13.  Unless expressly permitted by the Landlord, no additional locks or
similar devices shall be attached to any door or window and no keys other
than those provided by the Landlord shall be made for any door. If more than
two keys for one lock are desired by the Tenant. The Landlord may provide the
same upon payment by the Tenant. Upon termination of this Lease of the
Tenant's possession, the Tenant shall surrender all keys of the Premises and
shall explain to the Landlord all combination locks on safes, cabinets and
vaults.


                                      - 2 -


<PAGE>


14.  Any carpeting cemented down by Tenant shall be installed with a
releasable adhesive. In the event of a violation of the foregoing by Tenant,
Landlord may charge the expense incurred for or in connection with the
removal of such carpeting and adhesive, and any related repairs which may be
necessary as a result thereof, to Tenant.

15.  The water and wash closets, drinking fountains and other plumbing
fixtures shall not be used for any purpose other than those for which they
were contructed, and no sweepings, rubbish, rags, coffee grounds or other
substances shall be thrown therein. All damages resulting from any misuse of
the fixtures shall be brone by the Tenant who, or whose servants, employees,
agents, visitors or licensees, shall have caused the same. No person shall
waste water by interfering or tampering with the faucets and otherwise.

16.  No electric circuits for any purpose shall be brought into the Premises
without Landlord's permission specifying the manner in which some may be done.

17.  No bicycle or other vehicle, and no dog (except seeing eye dogs) or
other animal shall be allowed in offices, halls, corridors, or elsewhere in
the Building.

18.  Tenant shall not throw anything out of the door or windows, or down many
passageways or elevator shaft.

19.  All loading, unloading, receiving and delivery of goods, supplies or
disposal of garbage or refuse shall be made only though entryways and freight
elevators provided for such purposes and indicated by Landlord. Unless caused
by the negligence or willful misconduct of Landlord, its agents or
employees, Tenant shall be responsible for any damage to the Building or the
property of its employees or others and injuries sustained by any person
whomsoever resulting from the use or moving of such articles in or other of
the Premises, and shall make all repair and improvements required by Landlord
or governmental authorities in connection with the use or moving of such
articles.

20.  All safes, equipment or other heavy articles shall be carried in or out
of the Premises only at such time and in such manner as shall be prescribed
in writing by Landlord, and Landlord shall in all cases have the right to
specify the proper position of any such safe equipment or other heavy
article, which shall only be used by Tenant in a manner which will not
interfere with or cause damage to the Premises or the Building in which they
are located, or to the other tenants or occupants of said Building. Tenant
shall be responsible for any damage to the Building or the property of its
employees or others and injuries sustained by any person whomsoever resulting
from the use or moving of such articles in or out of the Premises, and shall
make all repairs and improvements required by Landlord or governmental
authorities in connection with the use or moving of such articles.


                                      - 3 -
\<PAGE>

21.  Canvassing, soliciting, and peddling in the Building is prohibited and
each Tenant shall cooperate to prevent the same.

22.  Vending machines (other than those in break rooms which are exclusively
for the use of Tenant's employees and guests) shall not be installed without
permission of the Landlord.

23.  Wherever in these Building Rules and Regulations the word "Tenant"
occurs, it is understood and agreed that it shall mean Tenant's associates,
agents, employees, clerks, servants, contractors and visitors. Wherever the
word "Landlord" occurs, it is understood and agreed that It shall mean
Landlord's assigns, agents, employees, clerks, servants, contractors and
visitors.

24.  Landlord shall have the right to enter upon the Premises upon reasonable
prior notice (except in emergencies) at all reasonable hours for the purpose
of inspecting the same.

25.  Landlord shall have the right to enter the Premises at ours convenient
to the Tenant for the purpose of exhibiting the same to prospective tenants
within the one hundred eighty (180) day period prior to the expiration of
this Lease and at any time while an uncured event of default exists under
this Lease.

26.  Tenant, its agents, servants, employees, customers, invitees and guests
shall, when using the common parking facilities, if any, in and around the
Building, observe and obey all signs regarding fire lanes and no parking
zones, and when parking always park between the designated lines. Landlord
reserves the right to tow away, at the expense of the owner, any vehicle
which is improperly parked or parked In a no parking zone. All vehicles shall
be parked at the sole risk of the owner, and Landlord assumes no
responsibility for any damage to or loss of vehicles. No vehicles shall be
parked on an overnight basis for any extended period of time.

27.  At all times the Property shall be in charge of Landlord's employee in
charge and (a) persons may enter the Property only in accordance with
Landlord's regulations, (b) persons entering or departing from the Property
may be questioned as to their business in the Property, and the right is
reserved to require the use of an Identification card or other access device
and the registering of such persons as to the hour of entry and departure,
nature of visit, and other information deemed necessary for the protection of
the Property, and (c) all entries into and departures from the Property will
take place through such one or more entrances as Landlord shall from time to
time designated provided. however, anything herein to the contrary
notwithstanding. Landlord shall not be liable for any lack of security in
respect to the Property whatsoever. Landlord will normally not enforce
clauses (a), (b) and (c) above from 7:00 a.m. to 6:00 p.m., Monday through
Friday, and from 8:00 a.m. to 2:00 p.m. - on Saturdays, but it reserves the
right to do so or not to do so at any time and from time to

                                     -4-


<PAGE>


time at its sole discretion. In case of invasion, mob, riot, public
excitement, or other commotion, Landlord reserves the right to prevent access
to the Property during the continuance of the same by closing and locking the
doors or otherwise for the safety of the tenants or the protection of the
Property and the property therein. Landlord shall in no case be liable for
damages for any error or other action taken with regard to the admission to
or exclusion from the Property of any person.

28.  All entrance doors to the Premises shall be locked when the Premises are
not in use. All corridor doors shall also be closed during times when the air
conditioning equipment in the Property is operating so as not to dissipate
the effectiveness of the system or place an overload thereon.

29.  Landlord reserves the right, upon reasonable prior notice to Tenant, at
any time and from time to time to rescind, alter or waive, in whole or in
part, any of these Rules and Regulations when it is deemed necessary,
desirable, or proper in Landlord's judgment, for its best interest or for the
best interest of the tenants of the Property.


                                     -5-

<PAGE>

                                  EXHIBIT "D"
                                  WORK LETTER

1.   Landlord shall construct, or cause to be constructed in the Premises, in
accordance with all applicable laws, rules, regulations and ordinances
(including ADA, as it currently exists and as currently interpreted by local
building code requirements), the improvements (the "Tenant's Work") described
in and shown on the Plans (hereinafter defined). Landlord shall cause a
preliminary layout to be prepared with Tenant's cooperation and for Tenant's
approval. Tenant's failure to approve or disapprove the layout within five
(5) business days of its submission shall be deemed an approval. Upon
approval of the layout, Landlord and Tenant shall cause the architectural
firm of Leo A. Daly to prepare working drawings for the construction of the
standard building items and improvements, adequate in detail to perform the
Tenant's Work and shall have mechanical (sprinkler, air conditioning,
heating, electrical and plumbing) drawings prepared by Landlord's mechanical
engineer covering mechanical elements of the Tenant's Work (together with the
preliminary layout, the drawings are referred to as the "Plans"). The Plans
(and any modifications thereof) shall comply with all governmental standards,
regulations and requirements and shall be subject to the approval of both
Landlord and Tenant. Tenant's failure to approve or disapprove the Plans
within five (5) business days of submission shall be deemed an approval.
Tenant shall not unreasonably withhold its approval of the Plans or any part
thereof. In the event Landlord disapproves the Plans, Tenant shall have five
(5) business days to cause the plans to be modified and resubmitted to
Landlord for Landlord's approval.

2.   Any other work desired by Tenant, such as furniture, fixturing and
telecommunications and computer cabling ("Additional Work"), shall be
performed by Tenant at Tenant's sole expense using contractors and pursuant
to planning approved by Landlord, which approval shall not be unreasonable
withheld, conditioned or delayed. Prior to commencing Tenant's Work Landlord
or Landlord's agent shall submit to Tenant a written estimate of the cost of
Tenant's Work. If Tenant shall fail to approve said estimate within three
(3) business days from the receipt thereof, the same shall be deemed approved
in all respects by Tenant and Landlord shall be deemed authorized to proceed
thereon. If Tenant desires any changes in the Plans after having approved the
initial Plans and cost estimate, Tenant shall be required to sign such field
order changes requested by Landlord or Landlord's contractors or agents to
evidence any such change desired by Tenant. Tenant acknowledges that no cost
estimate will be given for any changes in the Plans after the initial cost
estimate has been approved by Tenant, and Tenant shall be responsible for any
and all costs associated with any such change in the Plans.

3.   In addition to constructing Tenant's Work as described in this Work
Letter, Landlord will also, at Landlord's expense, provide certain basic
improvements in the

<PAGE>

Premises as described on "EXHIBIT D-1" attached hereto and made a part
hereof, and as described on those certain construction drawings prepared by
the architectural firm of Leo A. Daly, dated March 9, 1999.

4.   Landlord, at Landlord's discretion, may permit Tenant and Tenant's
agents to enter the Premises prior to the Commencement Date of the term of
the Lease in order that Tenant may do Additional Work required by Tenant to
make the Premises ready for Tenant's use and occupancy. Provided there have
been no delays caused by Tenant as described in Paragraph 5 below, Landlord
shall use commercially reasonable efforts to allow Tenant access to the
Premises by May 25, 1999. If Landlord permits such entry prior to such
Commencement Date, such permission is conditioned upon Tenant and its agents,
contractors, employees and invitees working in harmony and not interfering
with Landlord and its agents, contractors and employees in doing Tenant's
Work and the Work for other tenants and occupants of the Building. If at any
time such entry shall cause or threaten to cause disharmony or interference,
Landlord shall have the right to withdraw such permission upon 24 hours
notice to Tenant. Tenant agrees that any such entry into and occupation of
the Premises shall be deemed to be under all of the terms, covenants,
conditions and provisions of the Lease except as to the covenant to pay the
rent, and further agrees Landlord shall not be liable in any way for any
injury, loss or damage which may occur to any of Tenant's work and
installations made in the Premises or to properties placed therein prior to
the Commencement Date of the term of the Lease, the same being at Tenant's
sole risk.

5.   The Premises shall be deemed substantially completed ("Substantial
Completion") on the date Landlord substantially completes Tenant's Work in
accordance with the Plans and obtains a certificate of occupancy for the
Premises. If Tenant's Substantial Completion of the Premises by Landlord is
delayed due to any act or omission of Tenant or Tenant's representatives,
including any delays by Tenant in the submission of plans, drawings,
specifications or other information or in approving any drawings or estimates
or in giving any authorization or approval or as a result of Tenant's request
for materials that are not available by the time necessary to allow Landlord
to complete Tenant's Work by the targeted Delivery Date, ("Tenant Delay"),
Landlord will be deemed to have achieved Substantial Completion of the
Premises on the date when they would have been ready but for such Tenant
Delay. Within twenty (20) business days following Landlord's notice to Tenant
that Substantial Completion has been achieved, Tenant's authorized
representatives (Chris Foretich and Nicole Limberis) and Landlord's
authorized representative shall conduct a walk-through inspection of the
Premises and shall prepare a list of incomplete or defective items of
Tenant's Work ("Punchlist"). Landlord shall cause the Punchlist items to be
completed or corrected as soon as reasonably possible and, in any event
within thirty (30) days of the Commencement Date.

                                   -2-

with
<PAGE>


                               EXHIBIT "D-1"

                          BASE BUILDING CONDITION


     1.   STRUCTURE:  The Building structure will be designed for a maximum
floor live load of 100 lb. per square foot for all tenant areas. Live
structural loads include all Tenant added weight to be supported by the
Building structure including walls, doors, furniture, equipment and people.

     2.   BUILDING SHELL:  The Building shell will include a completely
finished Entrance Lobby front and rear on the ground floor. Each floor shall
include two sets of restrooms with ADA compliant drinking fountains and an
elevator lobby. Perimeter and interior columns are wrapped in sheetrock,
taped, finished, sanded and ready for paint. The perimeter knee wall below
the windowsill is framed and ready for sheetrock. The first floor also
includes a completed exit corridor as required by Life Safety Codes. Finishes
in the corridor include vinyl wall covering, vinyl base and carpet. Each
floor will also have electrical / telephone, janitorial and mechanical rooms,
and four stairwells. The rest room facilities on each floor of the premises
will have granite lavatory tops, vitreous china lavatories, and enclosed water
closets for women plus urinals and enclosed water closets for men. Facilities
are ADA compliant. Ceramic tile will be placed on restroom floors and walls.
The exit stairwells will be finished with vinyl wall covering, rubber stair
treads and landings in order to promote circulation between floors.

     3.   FLOORS:  A concrete floor will be installed with a smooth trowel
finish for installation of glued-down carpet. The floor will be poured level
and finished in accordance with current ACI Standard Specifications 117.

     4.   LIFE SAFETY SYSTEM:  A life safety system will be installed in
accordance with the more stringent of applicable national, state and local
codes or the Americans with Disabilities Act Regulation throughout the
Building, including all corridors and stairwells. It shall consist of fire
sprinklers, fire alarm system, elevator recall, emergency lighting, and exit
signs as required by applicable codes per Building plans and specifications.
The sprinkler system will have an approved water flow alarm connection and
tamper-proof detection device connected to a central station. It will include
all distribution of mains, laterals, and heads per sprinkler subcontractor
approved shop drawings. Sprinkler heads shall be of the "semi-recessed" type.

     5.   DEMISING WALLS:  Slab-to-slab sheetrock on each side of the
demising/party walls with sound batt insulation from finished floor to deck
above. Minimum fire rating: 1 hour. Each wall shall be taped, spackled,
sanded, prime-painted and ready to receive finish material. Demising wall
cost is shared between tenants. Corridor walls are as described in and will
be installed as described in the Building Plans and Specifications. In the
case of demising walls between tenants, one-half of the wall is a tenant
cost.

<PAGE>


     6.   CORRIDOR WALLS:  Fire rated public exit corridors will be installed
where required by local codes. Public side of the corridor walls will receive
vinyl wall covering. The tenant side of the corridor will be taped, finished
and ready for paint. Painting of the tenant side of corridors is a tenant
cost. Interior tenant partitions shall consist of 3 5/8" metal studs with one
layer of 5/8" gypsum board on each side, taped, floated, sanded and ready for
paint. Paint shall consist of two coats of flat latex paint. Cost of corridor
not shown on Building Plans and Specifications and necessary for tenant's
layout, is a tenant cost. Interior tenant walls are a tenant cost.

     7.   CEILING GRID AND TILE:  Tenant areas will have a 2x2 ceiling grid
in place with the ceiling tile stacked on the floor. Ceiling tile shall be
fine-textured and non-directional with a reveal edge, equivalent to
Armstrong-Minatone and will have an average noise reduction coefficient of
 .55. Tile will be stacked boxes in the tenant areas for installation as a
tenant cost.

     8.   DOORS:  Tenant Entry doors are solid core mahogany doors 3' x 8'10"
tall. Interior doors are solid core, mahogany veneer with stained finish,
3' x 8'4". Frames: Knock down steel frames. Hardware: Standard door hardware
is Schlage mortised latchsets with bright chrome finish. Each door shall be
hung on two pair of hinges with similar finish. Entry and interior tenant
doors are a tenant cost.

     9.   CARPET:  Carpeting will be installed in elevator lobbies and in
common corridors shown on base Building plans. Carpet in above areas will be
direct, glue down and have a weight of 34 ounce per square yard. Vinyl base
equal to Roppe will be installed in all carpeted areas. Building standard
carpet in tenant areas shall be purchased and installed at an allowance of
$12.00 per square yard as a tenant cost.

     10.  WINDOW TREATMENT:  Provide and install window treatment on the
exterior windows. Landlord will supply thin-lined, 1" horizontal blinds equal
to Bali-Graber quality.

     11.  LIGHT FIXTURES:  Building standard lighting to provide a minimum of
50 foot candles maintained at desk level throughout the Premises. Modern
fluorescent lighting fixtures, based on one fixture per 80 usable square
feet. The light fixtures will be 2' by 4', three lamp fixtures. Recessed
parabolic fixtures will be provided which contain eight cell parabolic lens,
and minimum three inch baffle depth. Lamps are to be of the T-8, 3500 degree
Kelvin energy saving type. Ballasts shall also be energy efficient,
electronic type. Connecting whips are attached to the fixtures. These
fixtures with attachment whips are stacked on the floor as part of the base
Building. Installation of 2 x 4 fluorescent fixtures is a tenant cost.

     12.  TELEPHONE SERVICE:  Telephone service will be provided by the local
utility and brought to tenant's telephone room. Base Building will include
necessary conduit / sleeves to distribute telephone service between floors.
Sleeves will be provided for the installation of fiber optic cable to the
main Building telephone room. Phone line construction within the tenant space
is a tenant cost.

                                     -2-

<PAGE>

     13.  PLUMBING:  All sinks and special plumbing is a tenant cost.

     14.  FIRE AND EMERGENCY PROTECTION:  Installation of all emergency
lighting systems, exit signage and fire extinguishers within a tenant's space
as required by local, state, and federal codes and ordinances is a tenant
cost. Minor relocation of base Building sprinklers may become necessary based
upon tenant layout and would be a tenant cost.

     15.  HVAC:  The Building is conditioned utilizing a Trane "Self
Contained, Water Cooled, Packaged System" consisting of two units per floor,
perimeter slot diffusers fed by fan powered units with strip heat and
interior zones served by VAV boxes are installed in the Building. All
interior low-pressure supplies downstream of VAV's and special returns are
tenant costs. There are 33 zones per floor at approximately 1,250 square feet
per zone. Additional zones and/or special control areas may be added as a
tenant cost. The location of interior thermostats and diffusers will be
configured according to Tenant's final space plan and as part of tenant's
cost. The testing and balancing of the tenant's Premises and additional zones
for conference rooms or special computer rooms are tenant costs.

     16.  MILLWORK:  All millwork is a tenant cost.

     17.  DESIGN:  All design work as well as the cost to prepare partition,
electrical, finish, reflected ceiling, mechanical and plumbing plans is a
tenant cost.

     18.  INTERIOR GLASS:  All interior glass is a tenant cost.

     19.  SECURITY:  An electronically controlled card-access security system
is installed in the Building. A card-access reader is installed on each entry
door to the Building. Each card can be separately coded for individual
employee access, and the system can be configured for several authorized
access levels. If the Tenant selects the same manufacturer to provide an
access-card system for its Premises, one card can be programmed to gain
access to the Building as well as to the Premises. Any security system
designed for leased space is a tenant cost. A closed-circuit surveillance
camera system is installed in the Building. Cameras are installed at several
locations on the first floor and at both entries to the covered parking deck.
The monitor for this system is located at the security guard station in the
main Building lobby. Security guard coverage will be after business hours,
weeknights and on weekends. Guard hours are subject to change. Tenants and
visitors entering and exiting the building after hours will be asked to sign
a guest registry.

                                     -3-

<PAGE>


                                EXHIBIT "E"
                           SPECIAL STIPULATIONS

     1.   RIGHT TO AUDIT.  Within three (3) months after Tenant's receipt of
the statement of Excess Operating Expenses and Tenant's Prorata Share of
Excess Operating Expenses described in Section 4.5 hereof, Tenant and its
representatives may audit Landlord's books and records pertaining to the
certified statement at Landlord's offices on a mutually convenient date
during normal business hours. If such an audit reveals that any items of
Operating Expenses have been incorrectly included in the statement, Tenant may
also audit the statements for the preceding two (2) years, but only with
respect to the items that were incorrectly included in the statement first
audited. If the parties are in agreement that any items of Operating Expense
were improperly included in a statement, or that Tenant's Prorata Share of
Excess Operating Expenses was incorrectly calculated, then within thirty (30)
days Landlord shall refund the appropriate amount to Tenant (or, of Landlord
fails to do so, then Tenant may offset same against Rent due hereunder). If
any examination or audit by Tenant of Landlord's books and records
demonstrates an overstatement of Tenant's Prorata Share of Excess Operating
Expenses in excess of 5% of the correct amount payable by Tenant for the
year, Landlord shall also pay Tenant the reasonable costs incurred by Tenant
in connection with said audit.