APPENDIX A
                                       to
                            Master Agreement, Lease,
                Loan Agreement and Construction Agency Agreement

                         DEFINITIONS AND INTERPRETATION


         A. Interpretation.  In each Operative Document, unless a clear contrary
intention appears:

                  (i) the singular  number  includes the plural  number and vice
         versa;

                  (ii) reference to any Person includes such Person's successors
         and assigns but, if applicable, only if such successors and assigns are
         permitted by the Operative Documents;

                  (iii) reference to any gender includes each other gender;

                  (iv)  reference  to any  agreement  (including  any  Operative
         Document),  document or instrument  means such  agreement,  document or
         instrument as amended, supplemented or modified and in effect from time
         to time in accordance  with the terms thereof and, if  applicable,  the
         terms of the other Operative  Documents and reference to any promissory
         note  includes  any  promissory  note which is an  extension or renewal
         thereof or a substitute or replacement therefor;

                  (v)  reference to any  Applicable  Law or  Requirement  of Law
         means such  Applicable Law or Requirement of Law as amended,  modified,
         codified,  replaced or  reenacted,  in whole or in part,  and in effect
         from  time  to  time,  including  rules  and  regulations   promulgated
         thereunder  and  reference  to any  section or other  provision  of any
         Applicable  Law or  Requirement  of Law means  that  provision  of such
         Applicable  Law  from  time to  time in  effect  and  constituting  the
         substantive  amendment,  modification,   codification,  replacement  or
         reenactment of such section or other provision;

                  (vi)  reference  in any  Operative  Document  to any  Article,
         Section,  Appendix,  Schedule or Exhibit  means such Article or Section
         thereof or Appendix, Schedule or Exhibit thereto;

                  (vii)  "hereunder",  "hereof",  "hereto"  and words of similar
         import shall be deemed  references to an Operative  Document as a whole
         and  not  to  any  particular  Article,  Section,  paragraph  or  other
         provision of such Operative Document;




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                  (viii)  "including" (and with correlative  meaning  "include")
         means  including  without  limiting the  generality of any  description
         preceding such term;

                  (ix)  "or" is not exclusive; and

                  (x)  relative  to the  determination  of any  period  of time,
         "from" means "from and including" and "to" means "to but excluding".

         B.  Accounting  Terms.  In each Operative  Document,  unless  expressly
otherwise provided,  all terms of an accounting  character used in the Operative
Documents  shall  be  interpreted,   all  accounting  determinations  under  the
Operative  Documents shall be made, and all financial  statements required to be
delivered  under the Master  Agreement  shall be prepared,  in  accordance  with
Generally Accepted Accounting Principles.

         C. Conflict in Operative  Documents.  If there is any conflict  between
any Operative  Documents,  each such Operative Document shall be interpreted and
construed,  if possible,  so as to avoid or minimize  such  conflict but, to the
extent (and only to the extent) of such  conflict,  the Master  Agreement  shall
prevail and control.

         D. Legal  Representation of the Parties.  The Operative  Documents were
negotiated by the parties with the benefit of legal  representation and any rule
of construction or interpretation  otherwise requiring any Operative Document to
be  construed  or  interpreted   against  any  party  shall  not  apply  to  any
construction or interpretation hereof or thereof.

         E. Defined Terms.  Unless a clear  contrary  intention  appears,  terms
defined  herein  have  the  respective  indicated  meanings  when  used  in each
Operative Document.

         "A Loan" means the A Percentage  of Fundings  made pursuant to the Loan
Agreement and the Master Agreement.

         "A Note" is defined in Section 2.2 of the Loan Agreement.

         "A Percentage" means 85%.

         "Address"  means with  respect to any Person,  its address set forth in
Schedule  8.2 to the Master  Agreement  or such  other  address as it shall have
identified  to the  parties  to the  Master  Agreement  in writing in the manner
provided for the giving of notices thereunder.

         "Adjusted  LIBO Rate"  means,  with  respect to each Rent  Period for a
LIBOR  Advance,  the rate obtained by dividing (A) LIBOR for such Rent Period by
(B) a  percentage  equal to 1 minus the then stated  maximum  rate  (stated as a
decimal)  of all  reserves  requirements  (including,  without  limitation,  any
marginal, emergency,  supplemental, special or other reserves) applicable to any
member bank of the Federal Reserve System in respect of



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Eurocurrency  liabilities  as defined in  Regulation D (or against any successor
category of liabilities as defined in Regulation D).

         "Advance" means a LIBOR Advance or a Base Rate Advance.

         "Affiliate" of any Person means any other Person directly or indirectly
controlling,  controlled by, or under common control with, such Person,  whether
through the  ownership  of voting  securities,  by contract  or  otherwise.  For
purposes of this definition, "control" (including with correlative meanings, the
terms  "controlling",  "controlled  by",  and "under  common  control  with") as
applied to any Person,  means the  possession,  directly or  indirectly,  of the
power to direct or cause the  direction of the  management  and policies of that
Person.

         "After-Tax  Basis" means (a) with respect to any payment to be received
by an Indemnitee (which, for purposes of this definition,  shall include any Tax
Indemnitee),  the amount of such payment  supplemented  by a further  payment or
payments so that,  after  deducting  from such  payments the amount of all Taxes
(net of any current  credits,  deductions or other Tax benefits arising from the
payment by the Indemnitee of any amount,  including Taxes, for which the payment
to be received is made) imposed  currently on the Indemnitee by any Governmental
Authority or taxing authority with respect to such payments, the balance of such
payments  shall be equal to the  original  payment to be  received  and (b) with
respect to any payment to be made by any Indemnitee,  the amount of such payment
supplemented  by a further  payment or payments so that,  after  increasing such
payment by the amount of any current  credits or other Tax benefits  realized by
the Indemnitee under the laws of any Governmental  Authority or taxing authority
resulting  from the making of such  payments,  the sum of such  payments (net of
such  credits or benefits)  shall be equal to the  original  payment to be made;
provided,  however, for the purposes of this definition, and for purposes of any
payment to be made to either a Lessee or an Indemnitee on an after-tax basis, it
shall be assumed  that (i)  federal,  state and local  taxes are  payable at the
highest  combined  marginal  federal and state statutory income tax rate (taking
into account the  deductibility  of state  income  taxes for federal  income tax
purposes)  applicable to corporations from time to time and (ii) such Indemnitee
or such Lessee has sufficient  income to utilize any deductions,  credits (other
than  foreign tax  credits,  the use of which shall be  determined  on an actual
basis) and other Tax benefits arising from any payments  described in clause (b)
of this definition.

         "Agent" means  Crestar Bank, a Virginia  state bank, in its capacity as
agent under the Master Agreement and the Loan Agreement.

         "Alterations"  means,  with respect to any Leased  Property,  fixtures,
alterations, improvements, modifications and additions to such Leased Property.

         "Applicable  Law" means all applicable  laws  (including  Environmental
Laws), rules,  regulations  (including proposed,  temporary and final income tax
regulations),  statutes,  treaties,  codes, ordinances,  permits,  certificates,
orders and licenses of and interpretations by, any Governmental  Authority,  and
applicable judgments, decrees, injunctions, writs, orders or like



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action  of  any  court,   arbitrator  or  other   administrative,   judicial  or
quasi-judicial  tribunal or agency of competent  jurisdiction  (including  those
pertaining to health, safety or the environment (including,  without limitation,
wetlands)  and those  pertaining  to the  construction,  use or occupancy of any
Leased Property).

         "Applicable  Margin" means  initially,  0 for Base Rate Advances and 50
basis points LIBOR Advances:

         The  Applicable  Margin  shall be  adjusted,  based upon the  following
performance covenants:


                                                                   Applicable
                    Funded              Applicable Margin-        Margin-Base
   Tier          Debt/EBITDA              LIBOR Advances         Rate Advances

    I            Less than or             50 basis points        0 basis points
               equal to 0.75:1

    II         Less than 1.25:1           60 basis points        0 basis points
             but greater than or
               equal to 0.75:1

   III         Greater than or           105 basis points        0 basis points
               equal to 1.25:1


         For  purposes of  determining  the  Applicable  Margin,  the  foregoing
performance  measures shall be tested quarterly on a rolling  four-quarter basis
beginning with the quarter ending December 31, 1999. The Applicable Margin shall
be adjusted  based upon,  and as of the fifth (5th)  Business  Day after the due
date of, the  financial  statements  required to be delivered to the Agent under
Section  5.2(b) of the Master  Agreement.  The  Applicable  Margin  shall be the
Applicable  Margin set forth in the Tier in which the  performance  measures are
met.

         "Appraisal" is defined in Section 3.1 of the Master Agreement.

         "Appraiser"  means  an MAI  appraiser  reasonably  satisfactory  to the
Agent.




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         "Architect"  means with respect to any Leased  Property  the  architect
engaged in connection with the construction of the related Building, if any, who
may be an employee of the General Contractor for such Leased Property.

         "Architect's Agreement" means, with respect to any Leased Property, the
architectural  services agreement,  if any, between the Construction Agent (or a
Lessee) and the related Architect.

         "Assignment  and   Assumption"   means  an  assignment  and  assumption
agreement, substantially in the form of Exhibit F to the Master Agreement.

         "Assignment  of Lease and  Rents"  means,  with  respect  to any Leased
Property,  the  Assignment of Lease and Rents,  dated as of the related  Closing
Date,  from the Lessor to the Agent,  substantially  in the form of Exhibit B to
the Master Agreement.

         "Authority"  means a  development  or similar  authority  of any state,
county or municipality that is an issuer of Bonds.

         "Award" means any award or payment received by or payable to the Lessor
or a Lessee on account of any  Condemnation  or Event of Taking (less the actual
costs, fees and expenses,  including reasonable attorneys' fees, incurred in the
collection thereof,  for which the Person incurring the same shall be reimbursed
from such award or payment).

         "B Loan" means the B Percentage  of Fundings  made pursuant to the Loan
Agreement and the Master Agreement.

         "B Note" is defined in Section 2.2 of the Loan Agreement.

         "B Percentage" means 11.5%.

         "Balance Sheet Date" means December 31, 1998.

         "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as amended.

         "Base Rate" means (with any change in the Base Rate to be  effective as
of the date of change of either of the  following  rates)  the higher of (i) the
rate which the Agent  publicly  announces from time to time as its prime lending
rate,  as in effect from time to time,  and (ii) the Federal  Funds Rate,  as in
effect from time to time,  plus one-half of one percent  (0.50%) per annum.  The
Agent's  prime  lending  rate is a  reference  rate  and  does  not  necessarily
represent the lowest or best rate actually  charged to customers;  the Agent may
make commercial loans or other loans at rates of interest at, above or below the
Agent's prime lend ing rate. The Base Rate is determined daily.




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         "Base Rate  Advance"  means that portion of the Funded  Amount  bearing
interest at the Base Rate.

         "Base Term" means, with respect to any Leased Property,  (a) the period
commencing  on the  related  Closing  Date and ending on January 13, 2005 or (b)
such  shorter  period as may result  from  earlier  termination  of the Lease as
provided therein.

         "Basic  Rent"  means the rent  payable  pursuant  to Section 3.1 of the
Lease,  determined in accordance with the following:  each  installment of Basic
Rent  payable on any Payment  Date shall be in an amount equal to the sum of (A)
the aggregate amount of Lender Basic Rent payable on such Payment Date, plus (B)
the aggregate  amount of Lessor Basic Rent payable on such Payment Date, in each
case for the Leased Property or Properties that are then subject to the Lease.

         "Board" means the Board of Governors of the Federal  Reserve System and
any successor thereto or to the functions thereof.

         "Board of Directors",  with respect to a corporation,  means either the
Board of Directors or any duly authorized committee of that Board which pursuant
to the by-laws of such  corporation  has the same  authority as that Board as to
the matter at issue.

         "Bonds"  means  industrial  revenue or  development  bonds  issued by a
state, county or municipal authority in connection with any Leased Property.

         "Building" means,  with respect to any Leased Property,  the buildings,
structures and improvements  located or to be located on the related Land, along
with all fixtures used or useful in connection with the operation of such Leased
Property,  including,  without limitation, all furnaces,  boilers,  compressors,
elevators,   fittings,  pipings,   connectives,   conduits,  ducts,  partitions,
equipment and apparatus of every kind and description  now or hereafter  affixed
or attached to the Building,  equipment,  if any,  financed by the Lessor and/or
the  Lenders  and  all  Alterations   (including  all   restorations,   repairs,
replacements  and rebuilding of such  buildings,  improvements  and  structures)
thereto (but in each case excluding trade fixtures and equipment  financed other
than by the Lessor or the Lenders).

         "Business Day" means any day other than a Saturday, Sunday or other day
on which banks are required or  authorized to be closed for business in Atlanta,
Georgia and, if the applicable Business Day relates to a LIBOR Advance, on which
trading is not carried on by and between banks in the London interbank market.

         "Capital   Expenditures"   means  all   Capitalized   Leases   and  all
expenditures  made by any Obligor  which are  capitalized  or are required to be
capitalized  on  the  consolidated  cash  flow  statement  of  the  Obligors  in
accordance with Generally Accepted Accounting Principles.




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         "Capitalized Leases" means leases under which any Obligor is the lessee
or obligor,  the discounted  future rental payment  obligations  under which are
capitalized or are required to be capitalized on the balance sheet of the lessee
or obligor in accordance with Generally Accepted Accounting Principles.

         "Casualty" means an event of damage or casualty relating to all or part
of any Leased Property that does not constitute an Event of Loss.

         "Claims" means  liabilities,  obligations,  damages,  losses,  demands,
penalties, fines, claims, actions, suits, judgments,  proceedings,  settlements,
utility  charges,   costs,  expenses  and  disbursements   (including,   without
limitation,  reasonable  legal  fees  and  expenses)  of  any  kind  and  nature
whatsoever.

         "Closing  Date" means with respect to each parcel of Land,  the date on
which (i) such Land is acquired by the Lessor  pursuant to a Purchase  Agreement
or such Land is leased to the  Lessor  pursuant  to a Ground  Lease and (ii) the
initial Funding occurs with respect to such Land under the Master Agreement.

         "Code"  or "Tax  Code"  means the  Internal  Revenue  Code of 1986,  as
amended.

         "Commitment"  means as to each Funding  Party,  its  obligation to make
Fundings as investments in each Leased Property, or to make Loans to the Lessor,
in an aggregate  amount not to exceed at any one time outstanding the amount set
forth for such Funding Party on Schedule 2.2 to the Master  Agreement (as it may
be adjusted from time to time pursuant to Section 6 of the Master Agreement).

         "Commitment Fee" is defined in Section 2.2(h) of the Master Agreement.

         "Commitment Fee Percentage" means 0.125%.

         "Commitment  Percentage" means as to any Funding Party, at a particular
time,  the  percentage  of the  aggregate  Commitments  in  effect  at such time
represented by such Funding Party's Commitment,  as such percentage is shown for
such  Funding  Party  on  Schedule  2.2 to the  Master  Agreement  (as it may be
adjusted from time to time pursuant to Section 6 of the Master Agreement).

         "Completion  Date"  with  respect  to any  Leased  Property  means  the
Business  Day on which the  conditions  specified  in Section  3.5 of the Master
Agreement have been satisfied or waived with respect to such Leased Property.

         "Condemnation"  means  any  condemnation,   requisition,  confiscation,
seizure  or other  taking or sale of the use,  occupancy  or title to any Leased
Property or any part thereof in, by or on account of any actual  eminent  domain
proceeding or other action by any  Governmental  Authority or other Person under
the power of eminent domain or any transfer in lieu of or in



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anticipation thereof,  which in any case does not constitute an Event of Taking.
A Condemnation  shall be deemed to have  "occurred" on the earliest of the dates
that use is prevented or occupancy or title is taken.

         "Consolidated  or  consolidated"  means,  with  reference  to any  term
defined  herein,  shall mean that term as applied to the accounts of DTS and its
Subsidiaries,  consolidated  in accordance  with Generally  Accepted  Accounting
Principles.

         "Consolidated Current Assets" means, at any time, all assets of DTS and
its Subsidiaries which would, in accordance with Generally  Accepted  Accounting
Principles,  be  classified as current  assets,  but excluding (i) Accounts with
respect to products, goods, and/or services which were delivered or performed by
Obligors  more than  ninety  (90) days prior to such  date,  and (ii) the assets
described in  subparagraphs  (a) through (f) of the  definition of  Consolidated
Tangible Net Worth.

         "Consolidated  Current  Liabilities" means at any time, all liabilities
of DTS and its Subsidiaries (including, without limitation, the Revolving Credit
Loans)which would, in accordance with Generally Accepted Accounting  Principles,
be classified as current liabilities.

         "Consolidated  EBITDA"  means with  respect to any fiscal  period,  the
result(determined  with respect to the same period and without  duplication)  of
the  following:   (a)  Consolidated  Net  Income  (or  Deficit);  plus  (b)  all
depreciation,  amortization and other non-cash deductions included as an expense
of DTS and its Subsidiaries in the  determination of Consolidated Net Income (or
Deficit);  minus (c)  extraordinary  gains;  plus (d) all taxes  included  as an
expense of DTS and its  Subsidiaries in the  determination  of Consolidated  Net
Income (or  Deficit);  plus (e)  interest  included as an expense of DTS and its
Subsidiaries in the determination of Consolidated Net Income (or Deficit).

         "Consolidated Net Income (Or Deficit)" means with respect to any fiscal
period,  the consolidated  net income (or deficit) of DTS and its  Subsidiaries,
after deduction of all expenses, taxes, and other proper charges,  determined in
accordance with Generally Accepted Accounting Principles.


         "Consolidated  Operating  Cash Flow"  means with  respect to any fiscal
period,  the result  (determined  with  respect to the same  period and  without
duplication) of (a) Consolidated  EBITDA; minus (b) Capital Expenditures made or
incurred during such period plus (c) Rents payable during such period.

         "Consolidated   Tangible  Net  Worth"  means  the  difference   between
Consolidated Total Assets and Consolidated  Total Liabilities,  and less the sum
of:

         (a)      the total book value of all assets of DTS and its Subsidiaries
                  properly  classified  as  intangible  assets  under  Generally
                  Accepted Accounting principles, including



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                  such items as goodwill,  the purchase price of acquired assets
                  in excess of the fair market value thereof,  unamortized  debt
                  discount and expense,  trademarks, trade names, service marks,
                  brand names, copyrights, patents and licenses, and rights with
                  respect to the foregoing; plus

         (b)      all amounts representing any write-up in the book value of any
                  assets of DTS or its Subsidiaries resulting from a revaluation
                  thereof subsequent to the Balance Sheet Date; plus

         (c)      to the extent not already deducted, all reserves; plus

         (d)      the value of any minority interests in Subsidiaries; plus

         (e)      the  aggregate  amount  of  all  loans  made  by  DTS  or  any
                  Subsidiary to any officer,  employee, or shareholder of DTS or
                  any Subsidiary; plus

         (f)      assets  located,  and notes and  receivables due from obligors
                  domiciled,  outside of the United States of America (excluding
                  inventory in transit).

         "Consolidated  Total Assets"  means at any date,  all assets of DTS and
its  Subsidiaries  that,  in  accordance  with  Generally  Accepted   Accounting
Principles  ,should be classified as assets on a  Consolidated  balance sheet of
DTS and its Subsidiaries.

         "Consolidated  Total Liabilities" means at any date, all liabilities of
DTS and its Subsidiaries that, in accordance with Generally Accepted  Accounting
Principles,  should be classified as  liabilities  on the  Consolidated  balance
sheet of DTS and its Subsidiaries.

         "Construction"  means,  with  respect  to  any  Leased  Property,   the
construction  of  the  related  Building  pursuant  to  the  related  Plans  and
Specifications.

         "Construction   Agency   Agreement"  means  the   Construction   Agency
Agreement, dated as of January 13, 2000, between DTD and the Lessor.

         "Construction Agency Event of Default" is defined in Section 5.1 of the
Construction Agency Agreement.

         "Construction  Agent" means DTD in its capacity as  construction  agent
pursuant to the Construction Agency Agreement.

         "Construction  Budget" is defined  in Section  2.4 of the  Construction
Agency Agreement.

         "Construction Conditions" means the conditions set forth in Section 3.5
of the Master Agreement.



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         "Construction  Contract"  means,  with respect to any Leased  Property,
that certain construction contract, if any, between a Lessee or the Construction
Agent and a General  Contractor for the  Construction  of the related  Building,
provided that such contract shall be assigned to the Lessor, and such assignment
shall be consented to by such General  Contractor,  pursuant to an assignment of
such construction  contract  substantially in the form of the Security Agreement
and Assignment set forth as Exhibit D to the Master Agreement.

         "Construction  Failure  Payment"  with  respect to any Leased  Property
means an  amount  equal to the sum of (i)  100% of the  acquisition  cost of the
related Land, plus (ii) 89% of the Construction costs (including development and
transaction  costs, but excluding any upfront  structuring fees) related to such
Leased Property that have been incurred through the date of payment,  plus (iii)
any amounts owed with respect to such Leased Property pursuant to Section 3.3 of
the Construction Agency Agreement or Section 7.2 or 7.5 of the Master Agreement,
plus (iv) the cost of tenant improvements that were not part of the Construction
Budget for such Leased Property.

         "Construction  Force Majeure  Event" means,  with respect to any Leased
Property:

         (a)      an act of God arising after the related Closing Date, or

         (b)      any  change in any  state or local  law,  regulation  or other
                  legal requirement arising after such Closing Date and relating
                  to the use of the Land or the  construction  of a building  on
                  the Land, or

         (c)      strikes,   lockouts,   labor   troubles,   unavailability   of
                  materials,  riots,  insurrections  or  other  causes  beyond a
                  Lessee's control

which prevents the Construction  Agent from completing the Construction prior to
the  Scheduled  Construction  Termination  Date and  which  could  not have been
avoided or which  cannot be  remedied  by the  Construction  Agent  through  the
exercise of all commercially reasonable efforts or the expenditure of funds and,
in the case of (b) above,  the existence or  potentiality of which was not known
to and could not have been  discovered  prior to such  Closing  Date through the
exercise of reasonable due diligence by the Construction Agent.

         "Construction  Land  Interest"  means each parcel of Land for which the
Completion Date has not yet occurred.

         "Construction  Term" means,  with respect to any Leased  Property,  the
period  commencing  on the  related  Closing  Date  and  ending  on the  related
Construction  Term  Expiration  Date, or such shorter  period as may result from
earlier termination of the Lease as provided therein.




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         "Construction  Term Expiration Date" means,  with respect to any Leased
Property, the earliest of the following:

         (a)      the related Completion Date,

         (b)      the  date  on  which  the  aggregate Funded Amounts  equal the
                  Commitments, and

         (c)      the related Scheduled Construction Termination Date.

         "Contractual Obligation", as applied to any Person, means any provision
of any  Securities  issued by that Person or any  indenture,  mortgage,  deed of
trust, contract,  undertaking,  agreement, instrument or other document to which
that  Person is a party or by which it or any of its  properties  is bound or to
which it or any of its properties is subject (including, without limitation, any
restrictive covenant affecting any of the properties of such Person).

         "Credit  Agreement"  means the Amended and  Restated  Revolving  Credit
Agreement,  dated as of September  27,  1996,  by and among DTD,  DTS,  DTM, the
financial  institutions  party thereto as lenders and The First National Bank of
Boston, as agent.

         "Crestar Bank" means Crestar Bank, a Virginia state bank.

         "Debt Service Charges" means for any fiscal period,  the sum of (i) the
expenses of DTS and its  Subsidiaries  for such period for interest payable with
respect to Indebtedness  (including,  without limitation,  the obligations under
the Credit  Agreement and imputed  interest on Capitalized  Leases) and all fees
paid on account of or with respect thereto, plus (ii) principal payments made or
required to be made on account of Indebtedness  (including,  without limitation,
Capitalized  Leases,  but  excluding  payments on  Intercompany  Loans and other
Intercompany Indebtedness) for such period, plus (iii) Distributions made during
such period, plus (iv) Rents paid during such period, in each case determined in
accordance with Generally Accepted Accounting Principles.

         "Deed" means, with respect to any Land, a general warranty deed (or, if
the related Title Policy is acceptable  to the related  Lessee and the Agent,  a
special, limited warranty or trustee's deed), dated the applicable Closing Date,
from the applicable Seller to the Lessor, conveying such Land.

         "Default"  means any of the  events  specified  in  Article  XII of the
Lease,  without giving effect to any requirement  for the giving of notice,  for
the lapse of time, or both, or for the happening of any other  condition,  event
or act.

         "Distribution"  means,  with respect to any Person,  the declaration or
payment of any  dividend  on or in respect of any shares of any class of capital
stock, other than (a) dividends payable solely in shares of common stock of such
Person and (b) the payment of cash in lieu



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of the  distribution of fractional  shares in the event of any stock dividend or
stock split; the purchase,  redemption, or other retirement of any shares of any
class of capital  stock of such Person,  directly or  indirectly  by such Person
through a Subsidiary  of such Person or  otherwise,  unless such  capital  stock
shall be redeemed or reacquired through the exchange of such stock with stock of
the same class,  and except for the  redemption,  repurchase,  or acquisition of
stock of any  Subsidiary  by DTS;  the return of  capital by such  Person to its
shareholders  as  such;  or any  other  distribution  (whether  of such or other
property)  on or in respect of any shares of any class of capital  stock of such
Person.

         "Dollars"  and the sign "$" means lawful money of the United  States of
America.

         "DTD" means Dollar Tree Distribution, Inc., a Virginia corporation.

         "DTM" means Dollar Tree Management, Inc., a Virginia corporation.

         "DTS" means Dollar Tree Stores, Inc., a Virginia corporation.

         "Employee  Benefit  Plan" means any  employee  benefit  plan within the
meaning of Section  3(3) of ERISA  maintained  or  contributed  to by DTS or any
ERISA Affiliate, other than a Multiemployer Plan.

         "Environment" shall have the meaning set forth in 42 U.S.C.  ss.9601(8)
as defined on the date of the Master Agreement,  and "Environmental"  shall mean
pertaining or relating to the Environment.

         "Environmental  Audit"  means,  with  respect to each parcel of Land, a
Phase I  Environmental  Assessment,  dated  no more  than 90 days  prior  to the
related  Closing Date, by an  environmental  services firm  satisfactory  to the
Funding Parties and DTD.

         "Environmental  Laws" means and include the Resource  Conservation  and
Recovery  Act of 1976,  (RCRA) 42 U.S.C.  ss.ss.  6901-6987,  as  amended by the
Hazardous and Solid Waste  Amendments of 1984, the  Comprehensive  Environmental
Response, Compensation and Liability Act, as amended by the Superfund Amendments
and  Reauthorization  Act of 1986, 42 U.S.C.  ss.ss.  9601-9657,  (CERCLA),  the
Hazardous Materials  Transportation Act of 1975, 49 U.S.C. ss.ss. 1801-1812, the
Toxic Substances Control Act, 15 U.S.C. ss.ss. 2601-2671,  the Clean Air Act, 42
U.S.C. ss.ss. 7401 et seq., the Federal  Insecticide,  Fungicide and Rodenticide
Act, 7 U.S.C.  ss.ss.  136 et seq.,  and all  similar  federal,  state and local
environmental laws, ordinances,  rules, orders,  statutes,  decrees,  judgments,
injunctions,  codes and regulations, and any other federal, state or local laws,
ordinances,  rules,  codes and regulations,  relating to the environment,  human
health  or  natural  resources  or the  regulation  or  control  of or  imposing
liability or standards of conduct  concerning  human  health,  the  environment,
Hazardous Materials or the clean-up or other remediation of any Leased Property,
or any part  thereof,  as any of the  foregoing  may have been from time to time
amended, supplemented or supplanted.




                                       12

<PAGE>



         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended from time to time or any successor federal statute,  and the regulations
promulgated and rulings issued thereunder.

         "ERISA  Affiliate"  means  any  Person  which  is  treated  as a single
employer with DTS under Section 414 of the Code.

         "ERISA  Reportable  Event"  means  a  reportable  event  (other  than a
reportable  event described in Subsections  4043(b)(2)-(4)  and  4043(b)(6)-(9),
which do not  require a thirty  (30) day notice to the PBGC)  with  respect to a
Guaranteed  Pension  Plan  within the  meaning of Section  4043 of ERISA and the
regulations promulgated thereunder as to which the requirement of notice has not
been waived.

         "Event of Default" means any event or condition designated as an "Event
of Default" in Article XII of the Lease.

         "Event of Loss" is defined in Section 10.1 of the Lease.

         "Event of Taking" is defined in Section 10.2 of the Lease.

         "Executive  Officer"  means  with  respect  to any  Person,  the  Chief
Executive  Officer,  President,  Vice  Presidents  (if  elected  by the Board of
Directors of such Person), Chief Financial Officer, Treasurer, Secretary and any
Person  holding  comparable  offices  or  duties  (if  elected  by the  Board of
Directors of such Person).

         "Fair Market Rental Value" means,  with respect to any Leased Property,
the fair market rent as determined  by an  independent  appraiser  chosen by the
related Lessee and reasonably  acceptable to the Lessor and the Agent (unless an
Event of Default has occurred  and is  continuing,  in which case the  appraiser
shall be chosen by the Agent) that would be obtained  in an  arm's-length  lease
between an informed and willing  lessee and an informed and willing  lessor,  in
either case under no compulsion to lease,  and neither of which is related to or
affiliated  with the Lessor or any Lessee for the lease of such Leased  Property
on the terms (other than the amount of Basic Rent) set forth, or referred to, in
the Lease. Such fair market rent shall be calculated as the value for the use of
such  Leased  Property  to be  leased  in place at the  Land,  assuming,  in the
determination of such fair market rental value,  that such Leased Property is in
the  condition  and repair  required to be  maintained by the terms of the Lease
(unless such fair market  rental value is being  determined  for the purposes of
Section 13.1 of the Lease and except as otherwise  specifically  provided in the
Lease, in which case this assumption shall not be made).

         "Fair Market Sales Value" means, with respect to any Leased Property or
any portion thereof, the fair market sales value as determined by an independent
appraiser  chosen by the related Lessee and reasonably  acceptable to the Lessor
and the Agent  (unless an Event of Default has  occurred and is  continuing,  in
which case the appraiser shall be chosen by the



                                       13

<PAGE>



Agent),  that  would be  obtained  in an  arm's-length  transaction  between  an
informed and willing buyer (other than a lessee  currently in possession) and an
informed and willing seller, under no compulsion,  respectively,  to buy or sell
and neither of which is related to the Lessor or any Lessee, for the purchase of
such Leased  Property.  Such fair market sales value shall be  calculated as the
value for such Leased  Property,  assuming,  in the  determination  of such fair
market sales value,  that such Leased  Property is in the  condition  and repair
required to be  maintained  by the terms of the Lease  (unless  such fair market
sales value is being  determined  for  purposes of Section 13.1 of the Lease and
except as otherwise  specifically provided in the Lease or the Master Agreement,
in which case this assumption shall not be made).

         "Federal Funds Rate" means, for any period, a fluctuating interest rate
per annum equal for each day during such period to the  weighted  average of the
rates on overnight  Federal funds  transactions with member banks of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next  preceding  Business Day) by the
Federal  Reserve Bank of New York,  or, if such rate is not so published for any
day which is a Business Day, the average of the  quotations for such day on such
transactions  received  by  the  Agent  from  three  Federal  funds  brokers  of
recognized standing selected by it.

         "Final  Rent  Payment  Date" with  respect to any  Leased  Property  is
defined in Section 13.1(e) of the Lease.

         "Funded Amount" means, as to the Lessor, the Lessor's Invested Amounts,
and, as to each Lender, the outstanding principal amount of such Lender's Loans.

         "Funded Debt" means at any time, an amount equal to the sum of the then
outstanding  balances of (a) the Revolving  Credit Loans,  plus (b)  Capitalized
Leases,  plus (c)other  Indebtedness  for borrowed money or other  extensions of
credit.

         "Funding" means any funding by the Funding Parties  pursuant to Section
2.2 of the Master Agreement.

         "Funding  Date" means each  Closing Date and each other date on which a
Funding occurs under Section 2 of the Master Agreement.

         "Funding Parties" means the Lessor and the Lenders, collectively.

         "Funding Party Balance" means, with respect to any Leased Property, (i)
for the Lessor as of any date of  determination,  an amount  equal to the sum of
the outstanding  related Lessor's Invested Amount,  all accrued and unpaid Yield
on such outstanding  related Lessor's  Invested Amount,  all unpaid related fees
owing to the Lessor under the Operative Documents, and all other related amounts
owing to the Lessor by the Lessees under the Operative  Documents,  and (ii) for
any Lender as of any date of  determination,  an amount  equal to the sum of the
outstanding  related  Loans of such  Lender,  all  accrued  and unpaid  interest
thereon,



                                       14

<PAGE>



all unpaid related fees owing to such Lender under the Operative Documents,  and
all  other  related  amounts  owing to such  Lender  by the  Lessees  under  the
Operative Documents.

         "Funding Request" is defined in Section 2.2 of the Master Agreement.

         "Funding  Termination  Date" means the earlier of (i) July 13, 2001 and
(ii) the  termination  of the  Commitments  pursuant  to Section 5.2 of the Loan
Agreement.

         "General  Partner" means  Atlantic  Financial  Managers,  Inc., a Texas
corporation.

         "General  Permitted Liens" means Liens permitted by Section 5.11 of the
Master Agreement.

         "Generally  Accepted  Accounting  Principles" means principles that are
(i)consistent  with the  principles  promulgated  or  adopted  by the  Financial
Accounting Standards Board and its predecessors,  as in effect from time to time
and (ii) consistently applied with past financial statements of DTS adopting the
same  principles;  provided that in each case referred to in this  definition of
"Generally Accepted Accounting  Principles" a certified public accountant would,
insofar as the use of such accounting principles  impertinent,  be in a position
to deliver an unqualified opinion (other than qualification regarding changes in
Generally Accepted  Accounting  Principles) as to financial  statements in which
such  principles  have  been  properly  applied.  In the  event of a  change  in
Generally Accepted Accounting  Principles,  the Funding Parties and the Obligors
will thereafter  revise any covenants set forth in Sections 5.22 through 5.28 of
the Master  Agreement  affected  thereby in order to make such  covenants as now
applied consistent with Generally Accepted Accounting Principles then in effect.

         "Governmental Action" means all permits, authorizations, registrations,
consents, approvals, waivers, exceptions, variances, orders, judgments, decrees,
licenses, exemptions,  publications,  filings, notices to and declarations of or
with, or required by, any Governmental  Authority, or required by any Applicable
Law and shall  include,  without  limitation,  all  citings,  environmental  and
operating permits and licenses that are required for the use, occupancy,  zoning
and operation of any Leased Property.

         "Governmental  Authority" means any nation or government,  any state or
other  political  subdivision  thereof  and  any  entity  exercising  executive,
legislative,  judicial,  regulatory or administrative functions of or pertaining
to government.

         "Ground  Lease"  means,  with  respect to any Land,  the  ground  lease
between the related  Ground Lessor and the Lessor  pursuant to which a leasehold
estate is conveyed in the Land to the Lessor.

         "Ground Lessor" means, as to any Land, the ground lessor of such Land.




                                       15

<PAGE>



         "Guaranteed  Pension  Plan" means any  employee  pension  benefit  plan
within the meaning of Section 3(2) of ERISA  maintained or contributed to by DTS
or any ERISA  Affiliate the benefits of which are  guaranteed on  termination in
full or in part  by the  PBGC  pursuant  to  Title  IV of  ERISA,  other  than a
Multiemployer Plan.

         "Guarantor" means Dollar Tree Stores, Inc., a Virginia corporation.

         "Guaranty Agreement" means the Guaranty Agreement,  dated as of January
13, 2000, issued by DTS and DTD.

         "Hazardous  Material" or  "Hazardous  Substance"  means any  substance,
waste or material which is toxic, explosive, corrosive,  flammable,  infectious,
radioactive,   carcinogenic,   mutagenic  or  otherwise   hazardous,   including
petroleum, crude oil or any fraction thereof, petroleum derivatives, by products
and other hydrocarbons, or which is or becomes regulated under any Environmental
Law by any Governmental Authority, including any agency, department, commission,
board or  instrumentality  of the United  States,  any  jurisdiction  in which a
Leased  Property  is  located  or any  political  subdivision  thereof  and also
including,  without  limitation,  asbestos,  urea  formaldehyde foam insulation,
polychlorinated biphenyls ("PCBs") and radon gas.

         "IDB  Documentation"  means  the  Bonds,  each IDB  Lease and all other
agreements, documents, contracts and instruments entered into in connection with
any Bonds or IDB Property.

         "IDB  Lease"  means a lease  between the Lessor and an  Authority  with
respect to a Leased Property.

         "IDB Property" means each Leased Property that is the subject of Bonds.

         "Indebtedness" means all obligations, contingent and otherwise, that in
accordance with Generally  Accepted  Accounting  Principles should be classified
upon the consolidated  balance sheet of DTS and its Subsidiaries as liabilities,
or to which  reference  should be made by  footnotes  thereto,  including in any
event and whether or not so classified:  (a) all  obligations for borrowed money
or other  extensions of credit whether or not secured or unsecured,  absolute or
contingent,  including, without limitation,  unmatured reimbursement obligations
with respect to letters of credit or guarantees  issued for the account of or on
behalf  of DTS  and  its  Subsidiaries,  and all  obligations  representing  the
deferred purchase price of property,  other than accounts payable arising in the
ordinary  course of business,  (b) all  obligations  evidenced by bonds,  notes,
debentures  or other similar  instruments;  (c) all  liabilities  secured by any
mortgage, pledge, security interest, lien, charge, or other encumbrance existing
on property  owned or acquired  subject  thereto,  whether or not the  liability
secured thereby shall have been assumed; (d) all guarantees,  endorsements(other
than  endorsements in the ordinary course of business of negotiable  instruments
or documents for deposit or collection) and other contingent obligations whether
direct or indirect in respect of indebtedness of others or



                                       16

<PAGE>



otherwise,  including any  obligations  with respect to puts,  swaps,  and other
similar  undertakings,  any  obligation  to supply  funds to or in any manner to
invest in, directly or indirectly,  the debtor, to purchase indebtedness,  or to
assure the owner of indebtedness  against loss, through an agreement to purchase
goods,  supplies,  or services  for the  purpose of enabling  the debtor to make
payment of the indebtedness held by such owner or otherwise, and the obligations
to reimburse the issuer in respect of any letters of credit; (e) that portion of
all obligations  arising under Capital Leases that is required to be capitalized
on the  consolidated  balance  sheet  of DTS and its  Subsidiaries;  and (f) all
redeemable  preferred stock of DTS or its Subsidiaries  valued at the greater of
its  voluntary or  involuntary  liquidation  preference  plus accrued and unpaid
dividends.

         "Indemnitee" means Crestar Bank, in its individual  capacity and in its
capacity  as Agent,  and each  Lender  (but  only,  with  respect  to any Leased
Property, from and after the Completion Date for such Leased Property),  and the
Lessor,  and  their  respective  Affiliates,   successors,   permitted  assigns,
permitted  transferees,  employees,  officers,  directors and agents;  provided,
however, that in no event shall any Lessee be an Indemnitee.

         "Indemnitee   Group"  means  the  respective   Affiliates,   employees,
officers,  directors and agents of the Agent (in its individual capacity),  each
Lender or the Lessor, as applicable;  provided,  however, that in no event shall
any Lessee be a member of the Indemnitee Group.

         "Initial  Closing  Date"  means the Closing  Date for the first  Leased
Property acquired by the Lessor.

         "Insufficiency" means, with respect to any Plan, the amount, if any, by
which the present value of the vested  benefits under such Plan exceeds the fair
market value of the assets of such Plan allocable to such benefits.

         "Intercompany  Loans"  means all  amounts due or to become due from any
Obligor or any other Affiliates for loans,  and/or other advances by any Obligor
of funds or property to another Obligor or other Affiliates.

         "Investments"  means  all  expenditures  made and all  liabilities  and
commitments incurred (contingently or otherwise) for the purchase or acquisition
of capital stock,  partnership interests, or equity interests or securities,  or
Indebtedness of, or for loans,  advances,  capital contributions or transfers of
property to, or in respect of any guaranties (or other  commitments as described
under indebtedness), or obligations of, any Person. In determining the aggregate
amount of Investments  outstanding at any particular time: (a) the amount of any
Investment  represented  by a  guaranty  shall be  taken  at not  less  than the
principal amount of the obligations guaranteed and still outstanding;  (b) there
shall be  included  as an  Investment  all  interest  accrued  with  respect  to
Indebtedness  constituting an Investment unless and until such interest is paid;
(c) there  shall be  deducted  in  respect  of each such  Investment  any amount
received as a return of capital (but only by repurchase, redemption, retirement,
repayment, liquidating dividend or liquidating distribution); (d) there



                                       17

<PAGE>



shall not be  deducted  in respect of any  Investment  any  amounts  received as
earnings on such Investment, whether as dividends, interest or otherwise, except
that accrued  interest  included as provided in the foregoing  clause (b) may be
deducted  when paid;  and (e) there  shall not be  deducted  from the  aggregate
amount of Investments any decrease in the value thereof.

         "Joinder  Agreement"  means an agreement  substantially  in the form of
Exhibit E to the Master  Agreement  pursuant to which a Subsidiary  of DTS shall
become a Lessee.

         "Land" means the land described in the related Lease Supplement.

         "Laws" means all  ordinances,  statutes,  rules,  regulations,  orders,
injunctions, writs, treaties or decrees of any Governmental Authority, or of any
court or similar entity established by any thereof.

         "Lease" means the Master Lease Agreement,  dated as of January 13, 2000
together with each Lease Supplement thereto, among the Lessees and the Lessor.

         "Lease Balance" means, with respect to all of the Leased Properties, as
of any  date of  determination,  an  amount  equal to the  aggregate  sum of the
outstanding  Funded  Amounts of all  Funding  Parties,  all  accrued  and unpaid
interest on the Loans,  all accrued and unpaid  Yield on the  Lessor's  Invested
Amounts,  all  unpaid  fees owing to the  Funding  Parties  under the  Operative
Documents,  including  all other  amounts  owing to the  Funding  Parties by the
Lessees under the Operative Documents.

         "Lease Supplement" means a supplement to the Lease substantially in the
form of Exhibit A thereto.

         "Lease Term" means (a) the Base Term, as it may be renewed  pursuant to
Section 14.9 of the Lease or (b) such shorter  period as may result from earlier
termination of the Lease as provided therein.

         "Lease Termination Date" means the last day of the Lease Term.

         "Leased Property" means Land and the related Building(s).  For purposes
of the Lease,  "Leased Property" means the Land identified in a Lease Supplement
and the  Buildings  related  thereto,  unless the  context  provides  otherwise.
"Leased Property" shall not include any inventory of any Lessee.

         "Leased Property  Balance" means,  with respect to any Leased Property,
as of any date of  determination,  an amount equal to the  aggregate  sum of the
outstanding  related  Funded  Amounts of all  Funding  Parties,  all accrued and
unpaid  interest on the  related  Loans,  all  accrued  and unpaid  Yield on the
related Lessor  Invested  Amounts,  all related unpaid fees owing to the Funding
Parties under the Operative Documents, and all other amounts owing to



                                       18

<PAGE>



the Funding Parties by any Lessee under the Operative  Documents with respect to
such Leased Property.

         "Lender  Basic Rent" means,  for any Rent Period  under the Lease,  the
aggregate amount of interest accrued on the Loans pursuant to Section 2.4 of the
Loan Agreement during such Rent Period.

         "Lenders"  means  such  financial  institutions  as  are,  or  who  may
hereafter become, parties to the Loan Agreement as lenders to the Lessor.

         "Lending   Office"  for  each  Lender  means  the  office  such  Lender
designates in writing from time to time to DTD and the Agent.

         "Lessee"  is  defined in the  preamble  to the  Master  Agreement.  The
"related"  Lessee with respect to any Leased  Property  means the Lessee that is
party to the Lease Supplement for such Leased Property.

         "Lessor" is defined in the preamble to the Master Agreement.

         "Lessor  Basic Rent" means,  for any Rent Period  under the Lease,  the
aggregate  amount of Yield accrued and unpaid on the Lessor's  Invested  Amounts
pursuant to Section 2.3(a) of the Master Agreement during such Rent Period.

         "Lessor  Liens"  means  Liens on or against  any Leased  Property,  the
Lease, any other Operative Document or any payment of Rent (a) which result from
any act or  omission  of, or any Claim  against,  the  Lessor  unrelated  to the
Transaction or from Lessor's  failure to perform as required under the Operative
Documents  or (b) which  result from any Tax owed by the Lessor,  except any Tax
for  which  a  Lessee  or DTS is  obligated  to  indemnify  (including,  without
limitation,  in the foregoing  exception,  any  assessments  with respect to any
Leased Property noted on the related Title Policy or assessed in connection with
any construction or development by a Lessee or the Construction Agent).

         "Lessor Rate" is defined in the Lessor Side Letter.

         "Lessor Side Letter"  means the letter  agreement,  dated as of January
13, 2000, between DTS and the Lessor.

         "Lessor's  Invested  Amount"  means the  amounts  funded by the  Lessor
pursuant to Section 2 of the Master  Agreement that are not proceeds of Loans by
a Lender,  as such amount may be increased during the related  Construction Term
pursuant to Section 2.3(c) of the Master Agreement.

         "LIBOR" means, for any Rent Period,  with respect to LIBOR Advances the
offered rate for deposits in U.S.  Dollars,  for a period comparable to the Rent
Period and in an amount



                                       19

<PAGE>



comparable to such  Advances,  appearing on the Telerate  Screen Page 3750 as of
11:00 A.M.  (London,  England time) on the day that is two London  Business Days
prior to the first day of the Rent  Period.  If two or more of such rates appear
on the  Telerate  Screen Page 3750,  the rate for that Rent Period  shall be the
arithmetic  mean of such rates.  If the foregoing rate is  unavailable  from the
Telerate Screen for any reason,  then such rate shall be determined by the Agent
from the Reuters  Screen LIBO Page or, if such rate is also  unavailable on such
service,  then on any  other  interest  rate  reporting  service  of  recognized
standing  designated in writing by the Agent to DTD and the Funding Parties;  in
any such case rounded,  if  necessary,  to the next higher 1/100 of 1.0%, if the
rate is not such a multiple.

         "LIBOR  Advance"  means  that  portion  of the  Funded  Amount  bearing
interest at a rate based on the Adjusted LIBO Rate.

         "Lien" means,  with respect to any asset, any mortgage,  deed to secure
debt, deed of trust, lien, pledge,  charge,  security interest,  security title,
preferential  arrangement  which  has the  practical  effect of  constituting  a
security  interest or  encumbrance,  or  encumbrance or servitude of any kind in
respect of such asset to secure or assure  payment of  indebtedness,  whether by
consensual  agreement  or by  operation  of  statute  or  other  law,  or by any
agreement, contingent or otherwise, to provide any of the foregoing.

         "Loan"  shall have the  meaning  specified  in Section  2.1 of the Loan
Agreement.

         "Loan  Agreement"  means the Loan  Agreement,  dated as of January  13,
2000, among the Lessor, the Agent and the Lenders.

         "Loan Documents"  means the Loan Agreement,  the Notes, the Assignments
of Lease and Rents, the Mortgages and all documents and instruments executed and
delivered in connection with each of the foregoing.

         "Loan Event of Default"  means any of the events  specified  in Section
5.1 of the Loan  Agreement,  provided  that any  requirement  for the  giving of
notice,  the lapse of time,  or both, or any other  condition,  event or act has
been satisfied.

         "Loan Potential Event of Default" means any event, condition or failure
which,  with  notice  or  lapse of time or both,  would  become a Loan  Event of
Default.

         "Loss Proceeds" is defined in Section 10.6 of the Lease.

         "Margin  Regulations"  means  Regulations  T, U and X of the  Board  of
Governors of the Federal Reserve System,  as the same may be in effect from time
to time.

         "Margin Stock" means "margin stock" as defined in Regulation T, U or X.




                                       20

<PAGE>



         "Master Agreement" means the Master Agreement,  dated as of January 13,
2000, among DTS, the Lessees, the Lessor, the Agent and the Lenders.

         "Material Adverse Effect" means with respect to any event or occurrence
of whatever  nature  (including  any adverse  determination  in any  litigation,
arbitration  or  governmental  investigation  or  proceeding),  (i) a materially
adverse  effect  on the  ability  of  Guarantor  or any  Lessee to  perform  its
obligations under any Operative  Document,  (ii) a materially  adverse effect on
the financial condition,  operations,  business,  prospects or assets of DTS and
its  subsidiaries,  taken as a whole,  (iii) a materially  adverse effect on the
value or useful  life of any  Leased  Property,  or the  legality,  validity  or
enforceability  of any of the Operative  Documents or (iv) a materially  adverse
effect on the status or priority of the Agent's or any Funding Party's  interest
in any Leased Property.

         "Monthly  Payment  Date" means the last  Business Day of each  calendar
month.

         "Moody's" means Moody's Investors Service, Inc.

         "Mortgage"  means,  with respect to any Leased  Property,  that certain
mortgage,  deed of trust or security deed, dated as of the related Closing Date,
by the Lessor to the Agent,  in the form of Exhibit  D-1 or D-2  attached to the
Master Agreement,  with such modifications as are satisfactory to the Lessor and
the Agent in conformity  with  Applicable  Law to assure  customary  remedies in
favor of the Agent in the jurisdiction where the Leased Property is located.

         "Multiemployer Plan" means any multiemployer plan within the meaning of
Section  3(37)  of  ERISA  maintained  or  contributed  to by DTS  or any  ERISA
Affiliate.

         "Notes"  means the A Note and the B Note issued by the Lessor under the
Loan Agreement, and any and all notes issued in replacement or exchange therefor
in accordance with the provisions thereof.

         "Obligations" means all indebtedness (whether principal, interest, fees
or otherwise),  obligations  and liabilities of the Guarantor and each Lessee to
the Funding Parties  (including  without  limitation all  extensions,  renewals,
modifications,   rearrangements,  restructures,  replacements  and  refinancings
thereof,  whether or not the same  involve  modifications  to interest  rates or
other payment terms of such indebtedness,  obligations and liabilities), whether
arising  under any of the  Operative  Documents  or  otherwise,  and whether now
existing or hereafter created, absolute or contingent, direct or indirect, joint
or several,  secured or  unsecured,  due or not due,  contractual  or  tortious,
liquidated  or  unliquidated,  arising  by  operation  of law or  otherwise,  or
acquired by Funding Parties  outright,  conditionally or as collateral  security
from another,  including but not limited to the  obligation of the Guarantor and
each Lessee to repay future advances by the Funding Parties, whether or not made
pursuant  to  commitment  and  whether  or  not  presently  contemplated  by the
Guarantor or any Lessee and the Funding Parties under the Operative Documents.



                                       21

<PAGE>



         "Obligors" means the Guarantor and the Lessees, collectively.


         "Officer's  Certificate" of a Person means a certificate  signed by the
Chairman of the Board or the  President or any Executive  Vice  President or any
Senior  Vice  President  or any other Vice  President  or the  Treasurer  or any
Assistant  Treasurer  or the  Controller  or  any  Assistant  Controller  or the
Secretary of such Person.

         "Operative   Documents"  means  the  Master  Agreement,   the  Purchase
Agreements,  the Deeds,  the Lease, the Security  Agreement and Assignment,  the
Notes, the Loan Agreement,  the Guaranty Agreement, the Assignments of Lease and
Rents, the Mortgages,  the Ground Leases, the Construction Agency Agreement, the
Joinder  Agreements  and the other  documents  delivered in connection  with the
transactions contemplated by the Master Agreement.

         "Overdue  Rate"  means the  lesser  of (a) the  highest  interest  rate
permitted by Applicable  Law and (b) an interest rate per annum  (calculated  on
the basis of a 365-day (or 366-day, if appropriate) year equal to 2.0% above the
Base  Rate in effect  from  time to time or, in the case of Yield,  2% above the
Lessor Rate.

         "Partial Purchase Option" is defined in Section 14.1(b) of the Lease.

         "Partnership  Agreement" means the Agreement of Limited  Partnership of
AFG,  dated as of February 28, 1996,  among the General  Partner and the persons
listed on Schedule A thereto as limited partners.

         "Payment Date" means the last day of each Rent Period (and if such Rent
Period is longer than three months,  the day that is 90 days after the first day
of such Rent Period) or, if such day is not a Business  Day,  the next  Business
Day.

         "Payment  Date  Notice"  is  defined  in  Section  2.3(d) of the Master
Agreement.

         "PBGC"  means  the  Pension  Benefit  Guaranty  Corporation,   and  any
successor thereto.

         "Permitted  Intercompany  Distributions"  means distributions among DTS
and its subsidiaries.

         "Permitted  Investments"  means:  (a) direct  obligations of the United
States of America,  or of any agency  thereof,  or obligations  guaranteed as to
principal  and  interest  by the  United  States of  America,  or of any  agency
thereof,  in  either  case  maturing  not  more  than 90 days  from  the date of
acquisition  thereof; (b) certificates of deposit issued by any Lender or by any
bank or trust company  organized  under the laws of the United States of America
or any state thereof and having  capital,  surplus and  undivided  profits of at
least $500,000,000,  maturing not more than 90 days from the date of acquisition
thereof;  (c)  commercial  paper rated A-1 or better or P-1 by Standard & Poor's
Corporation or Moody's Investors Services, Inc.,



                                       22

<PAGE>



respectively,  maturing  not more than six months  from the date of  acquisition
thereof; (d) commercial paper of any Lender (or any Affiliate thereof located in
the United States of America) that is rated A-1 or better or P-1 by Standard and
Poor's Corporation or Moody's Investors Services, Inc.,  respectively,  maturing
not more than six months from the date of  acquisition  thereof;  (e) repurchase
agreements  entered  into  with any  Lender  or with  any bank or trust  company
satisfying the conditions of clause (b) hereof that is secured by any obligation
of the type  described  in clauses (a) through (d) of this  definition;  and (f)
money market funds acceptable to the Required Lenders.

         "Permitted  Liens"  means the  following  with  respect  to any  Leased
Property:  (a) the  respective  rights and interest of the related  Lessee,  the
Lessor,  the Agent and any Lender, as provided in the Operative  Documents,  (b)
Liens for  Taxes  either  not yet due or being  contested  in good  faith and by
appropriate  proceedings,  so long as enforcement thereof is stayed pending such
proceedings, (c) materialmen's, mechanics', workers', repairmen's, employees' or
other like Liens arising after the related  Closing Date in the ordinary  course
of business for amounts either not yet due or being  contested in good faith and
by appropriate  proceedings,  so long as  enforcement  thereof is stayed pending
such proceedings,  (d) Liens arising after such Closing Date out of judgments or
awards with respect to which at the time an appeal or  proceeding  for review is
being  prosecuted  in good faith,  so long as the  enforcement  thereof has been
stayed  pending  such  appeal  or  review,   (e)   easements,   rights  of  way,
reservations,  servitudes  and  rights of others  against  the Land which do not
materially  and  adversely  affect  the  value  or the  utility  of such  Leased
Property,  (f) other Liens  incidental  to the  conduct of the related  Lessee's
business  which were not incurred in  connection  with the borrowing of money or
the obtaining of advances or credit and which do not in the aggregate materially
detract  from the value of such  Leased  Property or  materially  impair the use
thereof,  (g)  assignments  and subleases  expressly  permitted by the Operative
Documents  and (h) Liens in favor of  municipalities  agreed  to by the  related
Lessee that do not affect the value or utility of the related Leased Property.

         "Person"  means  an  individual,   corporation,   partnership,  limited
liability  company,  joint venture,  association,  joint-stock  company,  trust,
nonincorporated   organization   or   government  or  any  agency  or  political
subdivision thereof.

         "Plans and Specifications" means with respect to any Building the final
plans and  specifications  for such Building prepared by the Architect,  and, if
applicable,  referred to by the  Appraiser in the  Appraisal,  as such Plans and
Specifications may be hereafter amended, supplemented or otherwise modified from
time to time.

         "Potential  Event of  Default"  means any event,  condition  or failure
which, with notice or lapse of time or both, would become an Event of Default.

         "Purchase  Agreement"  means  with  respect to any Land,  the  purchase
agreement with the Seller for the conveyance of such Land to the Lessor.




                                       23

<PAGE>



         "Purchase Option" is defined in Section 14.1(a) of the Lease.

         "Quarterly  Payment  Date" means the last  Business  Day of each March,
June, September and December of each year.

         "Real  Estate"  means all real property at any time owned or leased (as
lessee or sublessee) by DTS or any of its Subsidiaries.

         "Recourse  Deficiency  Amount" means,  as of any date of  determination
thereof,  the sum of (i) the  aggregate  principal  amount  of the A Loans  then
outstanding, plus (ii) all accrued and unpaid interest on the A Loans.

         "Release" means the release, deposit, disposal or leak of any Hazardous
Material  into or upon or under any land or water or air, or otherwise  into the
environment,  including,  without  limitation,  by  means of  burial,  disposal,
discharge,  emission, injection,  spillage, leakage, seepage, leaching, dumping,
pumping, pouring, escaping, emptying, placement and the like.

         "Release Date" means, with respect to any Leased Property,  the earlier
of (i) the date that the Lease Balance has been paid in full,  and (ii) the date
on which the Agent gives  notice to the Lessor that the Lenders  release any and
all interest they may have in such Leased  Property,  and all proceeds  thereof,
and any  rights to direct,  consent or deny  consent to any action by the Lessor
with respect to such Leased Property.

         "Remarketing Option" is defined in Section 14.6 of the Lease.

         "Rent" means Basic Rent and Supplemental Rent, collectively.

         "Rents" means all consideration paid in the ordinary course of business
by DTS and its  Subsidiaries to any Person for the use or occupation of property
under any operating lease to which DTS or any of its  Subsidiaries is the lessee
or  obligor,   determined  in  accordance  with  Generally  Accepted  Accounting
Principles.

         "Rent  Period" means (i) in the case of Base Rate  Advances,  means the
period from, and including, a Quarterly Payment Date to, but excluding, the next
succeeding Quarterly Payment Date; and (ii) with respect to any LIBOR Advance:

         (1)      initially,   the  period   commencing   on  the  borrowing  or
                  conversion  date,  as the case may be,  with  respect  to such
                  LIBOR  Advance  and  ending  one,  two,  three  or six  months
                  thereafter,  as  selected  by  DTD in its  Funding  Notice  or
                  Payment  Date  Notice,  as the case may be, given with respect
                  thereto; and

         (2)      thereafter, each period commencing on the last day of the next
                  preceding  Rent Period  applicable  to such LIBOR  Advance and
                  ending one, two, three or six



                                       24

<PAGE>



                  months thereafter, as selected by DTD by irrevocable notice to
                  the Agent in its related Payment Date Notice;

provided, however that:

                           (a) The initial  Rent  Period for any  Funding  shall
                  commence  on the  Funding  Date of such  Funding and each Rent
                  Period  occurring  thereafter in respect of such Funding shall
                  commence  on the day on which the next  preceding  Rent Period
                  expires;

                           (b) If any Rent Period  would  otherwise  expire on a
                  day which is not a Business Day, such Rent Period shall expire
                  on the next succeeding Business Day, provided that if any Rent
                  Period in respect of LIBOR Advances would otherwise  expire on
                  a day  that is not a  Business  Day but is a day of the  month
                  after which no further Business Day occurs in such month, such
                  Rent Period shall expire on the next preceding Business Day;

                           (c) Any Rent  Period  in  respect  of LIBOR  Advances
                  which  begins  on a day  for  which  there  is no  numerically
                  corresponding  day in the  calendar  month  at the end of such
                  Rent Period shall,  subject to paragraph (d) below,  expire on
                  the last Business Day of such calendar month;

                           (d) No Rent  Period  shall  extend  beyond  the Lease
                  Termination Date;

                           (e) At any one time,  there shall be no more than six
                  (6) Rent Periods;

         "Report" is defined in Section 7.6 of the Master Agreement.

         "Required Funding Parties" means, at any time,  Funding Parties holding
an aggregate  outstanding  principal  amount of Funded Amounts equal to at least
66-2/3% of the aggregate outstanding principal amount of all Funded Amounts.

         "Required  Lenders"  means,  at any time,  Lenders holding an aggregate
outstanding principal amount of Loans equal to at least 66-2/3% of the aggregate
outstanding principal amount of all Loans.

         "Requirement  of Law" for any Person means the articles or  certificate
of incorporation and bylaws or other  organizational  or governing  documents of
such Person,  and any law,  treaty,  rule or regulation,  or determination of an
arbitrator or a court or other governmental  authority,  in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.




                                       25

<PAGE>



         "Reuters  Screen"  means,  when used in connection  with any designated
page and LIBOR,  the display page so  designated  on the Reuters  Monitor  Money
Rates  Service (or such other page as may replace  that page on that service for
the purpose of displaying rates comparable to LIBOR).

         "Revolving Credit Loans" means loans made to DTD pursuant to the Credit
Agreement.

         "Scheduled  Construction  Termination  Date" means with  respect to any
Building  the earlier of (i) two years  after the  Closing  Date for the related
Land and (ii) eighteen months after the commencement of the Construction of such
Building.

         "SEC" means the United States Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         "Security  Agreement and Assignment"  means, with respect to any Leased
Property,  the  Security  Agreement  and  Assignment   (Construction   Contract,
Architect's Agreement,  Permits, Licenses and Governmental Approvals, and Plans,
Specifications  and  Drawings)  from  the  Construction  Agent  to  the  Lessor,
substantially in the form of Exhibit C to the Master Agreement.

         "Solvent"  means,  with  respect to any Person as of any date,  that on
such  date(i) the fair value of the  property of such Person is greater than the
total  amount  of  liabilities,   including,   without  limitation,   contingent
liabilities,  of such Person,  (ii) the present fair salable value of the assets
of such  Person is not less than the  amount  that will be  required  to pay the
probable  liability  of such Person on its debts as they become  matured,  (iii)
such  Person  is able to  realize  upon its  assets  and pay its debts and other
liabilities,  contingent obligations and other commitments as they mature in the
normal  course of  business,  (iv) such  Person does not intend to, and does not
believe that it will, incur debts or liabilities beyond such Person's ability to
pay as such debts and liabilities  mature, and (v) such Person is not engaged in
business  or a  transaction,  and  is not  about  to  engage  in  business  or a
transaction,  for which such Person's  property  would  constitute  unreasonably
small capital after giving due  consideration to the prevailing  practice in the
industry in which such Person is engaged.  In computing the amount of contingent
liabilities at anytime, it is intended that such liabilities will be computed at
the amount which, in light of all the facts and  circumstances  existing at such
time,  represents the amount that can reasonably be expected to become an actual
or matured liability.

         "Stock  Option  Plan" means any Stock  Option  Plans,  Stock  Incentive
Plans, Employee Stock Purchase Plans, and any other plans of a similar nature of
any of the Obligors in effect now or in the future.



                                       26

<PAGE>



         "Subsidiary" means any corporation, association, partnership, trust, or
other  business  entity of which  the  designated  parent  shall at any time own
directly or indirectly  through a Subsidiary or Subsidiaries at least a majority
(by  number  of  votes  or  controlling  interests)  of the  outstanding  Voting
Interests.

         "Supplemental  Rent"  means  any  and  all  amounts,   liabilities  and
obligations  other than  Basic  Rent  which any  Lessee  assumes or agrees or is
otherwise  obligated  to pay under the  Lease or any  other  Operative  Document
(whether or not designated as Supplemental  Rent) to the Lessor,  the Agent, any
Lender or any other party, including, without limitation,  amounts under Article
XVI of the Lease,  and  indemnities  and  damages  for breach of any  covenants,
representations,  warranties  or  agreements,  and all  overdue or late  payment
charges in respect of any Funded Amount.

         "Tax Code" means the Internal  Revenue Code of 1986,  as amended and in
effect from time to time.

         "Tax  Indemnitee"  means the  Lessor,  the Agent,  any Lender and their
respective  Affiliates,  successors,  permitted assigns,  permitted transferees,
employees, officers, directors and agents thereof, provided, however, that in no
event shall any Lessee be a Tax Indemnitee.

         "Taxes" means any present or future  taxes,  levies,  imposts,  duties,
fees, assessments, deductions, withholdings or other charges of whatever nature,
including  without  limitation,   income,  receipts,  excise,  property,  sales,
transfer, license, payroll, withholding, social security and franchise taxes now
or  hereafter  imposed or levied by the United  States,  or any state,  local or
foreign government or by any department,  agency or other political  subdivision
or taxing authority thereof or therein and all interest, penalties, additions to
tax and similar liabilities with respect thereto.

         "Telerate"  means, when used in connection with any designated page and
LIBOR, the display page so designated on the Dow Jones Telerate Service (or such
other  page as may  replace  that  page  on that  service  for  the  purpose  of
displaying rates comparable to LIBOR).

         "Title Insurance  Company" means the company that has or will issue the
title  policies  with  respect  to a Leased  Property,  which  company  shall be
reasonably acceptable to the Funding Parties.

         "Title Policy" is defined in Section 3.1 of the Master Agreement.

         "Transaction"  means all the transactions and activities referred to in
or contemplated
by the Operative Documents.

         "UCC" means the Uniform  Commercial Code of Georgia,  as in effect from
time to time.




                                       27

<PAGE>


         "Voting Interests" means stock or similar ownership  interests,  of any
class or  classes  (however  designated),  the  holders of which are at the time
entitled,  as such  holders,  (a) to vote for the  election of a majority of the
directors  (or  persons   performing  similar  functions)  of  the  corporation,
association,  partnership,  trust or other business entity  involved,  or (b) to
control,  manage,  or conduct  the  business  of the  corporation,  partnership,
association, trust or other business entity involved.

         "Withholding  Taxes"  is  defined  in  Section  7.5(f)  of  the  Master
Agreement.

         "Yield" is defined in Section 2.3 of the Master Agreement.




                                       28