<Page>

                                                                  Exhibit 10.16

                                 LEASE AGREEMENT


                                 by and between


                           EAGLE TRADE CENTER, L.L.C.,
                      A Delaware Limited Liability Company

                                   as Landlord


                                       and


                           THE WILLIAM CARTER COMPANY,
                           A Massachusetts Corporation

                                    as Tenant


                          Dated as of January 17, 2003

<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                         Page
<S>                                                                                      <C>
1.    Premises, Term and Termination Option...............................................1

2.    Base Rent and Security Deposit......................................................5

3.    Use and Compliance with Laws........................................................6

4.    Operating Expenses..................................................................8

5.    Landlord's Repairs.................................................................13

6.    Tenant's Repairs...................................................................13

7.    Alterations .......................................................................15

8.    Signs .............................................................................17

9.    Inspection  .......................................................................19

10.   Utilities .........................................................................19

11.   Assignment and Subletting .........................................................20

12.   Insurance, Fire and Casualty Damage; Waiver of Subrogation ........................23

13.   Liability .........................................................................25

14.   Condemnation.......................................................................27

15.   Relocation.........................................................................27

16.   Surrender and Holding Over.........................................................27

17.   Quiet Enjoyment....................................................................28

18.   Events of Default .................................................................28

19.   Remedies...........................................................................29

20.   Subordination .....................................................................33

21.   Waiver of Jury Trial...............................................................34

22.   Mechanic's Liens ..................................................................34

23.   Rent Payments and Notices..........................................................34

24.   Environmental Requirements.........................................................36
</Table>

                                       ii
<Page>

<Table>
<S>                                                                                      <C>
25.   Rules and Regulations..............................................................38

26.   Courtesy Patrols...................................................................38

27.   Parking............................................................................38

28.   Miscellaneous .....................................................................40

29.   Leasing Options....................................................................42

30.   Purchase Option....................................................................49

31.   Zoning.............................................................................50

32.   Confidentiality....................................................................50

33.   Satellite..........................................................................50

34.   Backup Generator and Fuel Tank.....................................................51

35.   Usury..............................................................................52

36.   Exhibits and Attachments.......................................................... 52

37.   Fax Counterparts...................................................................53
</Table>

                                       iii
<Page>

                                 LEASE AGREEMENT

STATE OF GEORGIA

COUNTY OF HENRY

     This Lease Agreement (this "LEASE") is made as of the 17th day of January,
2003, by and between Eagle Trade Center, L.L.C., a Delaware limited liability
company, hereinafter referred to as "LANDLORD," and The William Carter Company,
a Massachusetts corporation, hereinafter referred to as "TENANT".

1.   PREMISES, TERM, AND TERMINATION OPTION.

     a.   PREMISES. In consideration of the obligation of Tenant to pay rent as
          herein provided, and in consideration of the other terms, provisions
          and covenants hereof, Landlord hereby demises and leases to Tenant,
          and Tenant hereby takes from Landlord that portion of the building
          located at Eagle's Landing Trade Center 3, Stockbridge, Henry County,
          Georgia (the "BUILDING"), known as Suite 100, containing approximately
          505,000 square feet, as determined by Landlord and as shown on EXHIBIT
          A attached hereto (the "PREMISES"), which square footage includes a
          pro rata share of the Building's electrical and sprinkler room for the
          amount of square footage leased. The Building is situated on the land
          described in EXHIBIT B attached hereto (the "LAND"), and the Land, the
          Building and all other structures, improvements, fixtures and
          appurtenances now or hereafter placed, constructed or included on or
          appurtenant to the Land, unless otherwise defined in the Lease, is
          hereinafter called the "PROJECT". The Project is currently known as
          Eagle's Landing Trade Center 3, and is more particularly described on
          EXHIBIT C attached hereto. This contract shall create the relationship
          of landlord and tenant between Landlord and Tenant; no estate shall
          pass tout of Landlord; Tenant has a usufruct, not subject to levy and
          sale, and not assignable by Tenant except as expressly set forth
          herein.

          In addition to the Premises, Landlord hereby grants to Tenant and its
          agents, employees, customers and invitees a non-exclusive right and
          easement to the use of those areas provided for the common use or
          benefit of all tenants of the Building and the public such as
          corridors, foyers, entryways, driveways, parking areas, all access and
          egress roads, and any and all other similar facilities (the "COMMON
          AREAS"). All Common Areas described above shall at all times be
          subject to the exclusive control and management of Landlord. Landlord
          shall have the right and responsibility to construct, operate and
          maintain the Common Areas in good condition and repair and to monitor
          and provide safe and secure ingress and egress in a manner and to the
          extent that is standard for buildings of similar class, size, and
          location.

     b.   TERM. To have and to hold the same for a term (the "TERM") commencing
          on the later of April 1, 2003 or as such date the Premises are
          substantially complete pursuant to EXHIBIT D attached hereto (the
          "COMMENCEMENT DATE") and ending eighty-four (84) months thereafter
          plus the number of days in any partial calendar month at the beginning
          of the Term of this

                                        1
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          Lease. Tenant acknowledges that it has inspected the Premises and the
          Building, and subject to Landlord's obligations under EXHIBIT D
          attached hereto, accepts the Premises the Building, and the Project in
          their present condition as suitable for the purpose for which the
          Premises are leased. Taking of possession of the Premises by Tenant
          shall establish that the Premises, the Building and the Project are in
          good and satisfactory condition on the date possession was taken,
          subject to punchlist items (to be completed by the Landlord within
          sixty 60 days of agreement by Landlord and Tenant of the punchlist
          items), latent defects and warranties provided by the Contractor, as
          defined on EXHIBIT D. Tenant further acknowledges that no
          representations as to the repair of the Premises, nor promises to
          alter, remodel or improve the Premises have been made by Landlord,
          unless such are expressly set forth in this Lease. Further, Landlord
          has made no representation or warranty as to the suitability of the
          Premises for the conduct of Tenant's business and Tenant hereby waives
          any implied warranty that the Premises are suitable for Tenant's
          intended purposes. After the Commencement Date Tenant shall, upon
          demand, execute and deliver to Landlord an Acceptance of Premises
          Memorandum in the form of EXHIBIT E attached hereto. If the
          Commencement Date of this Lease is delayed pursuant to EXHIBIT D
          attached hereto, Landlord shall not be deemed to be in default
          hereunder, and Tenant agrees to accept possession of the Premises at
          such time as Landlord is able to tender the same, which date shall
          thenceforth be deemed the "Commencement Date". The foregoing
          adjustment in the Commencement Date shall be Tenant's sole and
          exclusive remedy in the event possession of the Premises is not
          tendered to Tenant on the Commencement Date set forth above.

     c.   TERMINATION OPTION. Tenant shall have the right to terminate this
          Lease as of the last day of the 48th, 60th and 72nd months of the Term
          of this Lease if:

                 (i)     TENANT Gives no less than nine (9) months prior written
                         notice to Landlord (the "TERMINATION NOTICE");

                 (ii)    Tenant is not in default under the Lease beyond any
                         applicable notice and cure period at the time Tenant
                         provides the Termination Notice to Landlord;

                 (iii)   Except for a Permitted Transfer, as defined below in
                         Section 11.b., No part of the Premises has been
                         subleased or assigned for a period beyond the
                         termination date (except in the event that Tenant has
                         the right to terminate such sublease as of the
                         applicable terminate date) at the time Tenant provides
                         the Termination Notice to Landlord and as of the
                         termination date;

                 (iv)    Tenant's termination notice includes the following
                         termination fee (with Base Rent calculated based upon
                         the Base Rent for the month in which the termination
                         will occur):

                          End of 48th month: three (3) months Base Rent plus
                          Unamortized Expenses
                          End of 60th month: two (2) months Base Rent plus
                          Unamortized Expenses
                          End of 72nd month: one (1) month's Base Rent plus
                          Unamortized Expenses

                 "UNAMORTIZED EXPENSES" means the unamortized portion of each of
                 the following if paid for by Landlord in connection with this
                 Lease: (i) brokerage commissions, (ii) the costs for the
                 Additional Improvements, as defined in Section 1.d.(i)(D),
                 (iii) Excess Costs (as defined in EXHIBIT D) that are amortized
                 as provided in EXHIBIT D to this Lease all of

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                 which shall be fully and evenly amortized on a straight line
                 basis over a period equal to 120 months MINUS the number of
                 days from the Commencement Date until the date of the execution
                 by Landlord and Tenant of the amendment to this Lease that
                 documents the addition of such amounts to the Base Rent
                 payments. The amount of the foregoing costs shall be set forth
                 on the Acceptance of Premises Memorandum to be executed by
                 Landlord and Tenant, the form of which is attached hereto as
                 EXHIBIT E. The parties acknowledge and agree that the
                 termination fee is being paid in consideration for Tenant's
                 right to accelerate the acceleration of the termination date
                 and not as a penalty. Tenant shall remain liable for all Base
                 Rent and other sums due under the Lease up to and including the
                 effective date of the termination even though billings for such
                 may occur subsequent to the effective date of the termination.
                 In the event Tenant leases additional space in the Building,
                 the termination fee shall be adjusted to include similar
                 unamortized costs and expenses incurred by Landlord as
                 illustrated above in connection with such additional space,
                 amortized over the initial Term of this Lease and First
                 Extension Term applicable to such space on the date Tenant
                 commences payment of Base Rent for such space. If Tenant fails
                 to timely pay the termination fee as provided above, the
                 Termination Option shall terminate and shall be of no further
                 force or effect and this Lease shall continue in full force and
                 effect.

          d.     CONTRACTION OPTION. Provided that no event of default then
                 exists after expiration of all applicable notice and cure
                 periods, THEN Tenant (but not any assignee or sublessee) shall
                 have the one time right and option (the "CONTRACTION OPTION")
                 to reduce the square footage under this Lease, by written
                 notice delivered to Landlord prior to the expiration of the
                 fifteenth (15th) calendar month of the initial Term.

                 (i)     TERMS OF CONTRACTION OPTION. Tenant may reduce the size
                         of the Premises in increments of 50,000 square feet (or
                         such similar amounts as may be required in order to
                         maintain the integrity of the space plan for the
                         Building), provided that if Tenant elects to so reduce
                         the size of the Premises:

                         (A)  the space which may be removed from the Premises
                              must be taken from the approximately 250,000
                              square foot space in the back half of the Premises
                              and representing the half of the Building that is
                              not adjacent to the Tenant's office space (the
                              "CONTRACTION SPACE");

                         (B)  the remaining space in the Premises after
                              reduction by removal of the Contraction Space
                              shall be no less than 255,000 square feet and no
                              more than 405,000 square feet;

                         (C)  any Contraction Space that remains a part of the
                              Premises after the expiration of the Contraction
                              Option shall continue to be a part of the Premises
                              and Tenant accepts same in its "as-is, where-is"
                              condition;

                         (D)  Upon Tenant's written request delivered to
                              Landlord concurrently with Tenant's notice
                              regarding its exercise or waiver of the
                              Contraction Option and no later than the
                              expiration of the fifteenth month of the Term of
                              this Lease, Landlord shall complete tenant
                              improvements requested by Tenant, subject to the
                              terms of this paragraph 2. Without limiting the
                              scope of the improvements that may

                                        3
<Page>

                              be requested by Tenant at the time, the
                              improvements for the Contraction Space that
                              remains a part of the Premises (or, alternatively,
                              if the Tenant does not elect to exercise the
                              Contraction Option, then the improvements for the
                              entire Contraction Premises) shall, if requested
                              by Tenant include the improvements described on
                              EXHIBIT D-1.C. attached hereto (the improvements
                              listed on EXHIBIT D-1.C. and any other
                              improvements requested by Tenant are collectively
                              referred to as the "ADDITIONAL IMPROVEMENTS");

                         (E)  Landlord will use commercially reasonable efforts
                              to complete the Additional Improvements within 120
                              days of the approval of the construction working
                              drawings by Landlord and Tenant, which time will
                              be extended as commercially reasonable to
                              accommodate the scope of the Additional
                              Improvements and which time will be extended for
                              Tenant Delays and force majeure, both as defined
                              on EXHIBIT D;

                         (F)  The Cost of the tenant improvements listed in
                              EXHIBIT D-1.D. shall be paid by Landlord and shall
                              not be added to Tenant's Base Rent.
                              Notwithstanding the foregoing, the then
                              unamortized value of such costs shall be included
                              in amounts due to Landlord following a default by
                              Tenant under this Lease (after expiration of all
                              applicable notice and cure periods).

                         (G)  The cost of the Additional Improvements listed in
                              EXHIBIT D-1.C. shall be paid by Tenant to Landlord
                              upon the substantial completion thereof or, upon
                              request by Tenant, Landlord will add the cost of
                              such Additional Improvements (not to exceed
                              $2,000,000.00) to the Tenant's Base Rent payments
                              so that the cost of such Additional Improvements
                              will be fully amortized over the then remaining
                              term of the initial Term of the Lease and the term
                              of the First Renewal Option (approximately 105
                              months) at an interest rate of ten percent (10%).
                              If the Tenant does not exercise the First
                              Extension Option, or if this Lease is terminated
                              at any time prior to the scheduled expiration of
                              the First Extension term the Tenant shall
                              immediately upon the earlier of the expiration of
                              the initial 84-month Term of this Lease or such
                              earlier termination of this Lease, pay to Landlord
                              the remaining principal for such amortized
                              Additional Improvements that would have been due
                              and payable absent such expiration or termination
                              (excluding interest that would have accrued after
                              such accelerated payment);

                         (H)  All other improvements not listed in EXHIBIT D-1
                              or beyond the scope of EXHIBIT D-1 shall be paid
                              for by Tenant prior to the construction thereof.

                         (I)  Landlord, at its sole cost and expense, shall have
                              the right to approve the configuration of the
                              remaining Premises which approval shall not be
                              unreasonably withheld. All space remaining in the
                              Premises shall be contiguous and shall be
                              configured in a manner that maximizes Landlord's
                              leasing potential for the remainder of the space
                              in the Building (including, without limitation
                              consideration of the effect of the configuration
                              upon automobile parking, trailer parking, access,
                              security and guard shack access for Tenant and
                              other potential tenants of the Building). Without
                              limitation, Landlord may require the increase or
                              decrease of the size of the Contraction Space (not

                                        4
<Page>

                              to exceed 10% of the applicable space) in order to
                              properly fit the applicable space into the design
                              of the Building. For example, and without
                              limitation, the configuration of the Contraction
                              Space shall not reduce the dock capacity of or
                              access to the Building or unreasonably reduce the
                              marketability of the Building so long as Landlord
                              does not reduce Tenant's ability to secure its
                              truck court on one side of the Building with
                              fencing and a guard shack.

                         (J)  Tenant shall have no option to reduce the space
                              covered by this Lease after the expiration of the
                              Contraction Option; and

                         (K)  Failure of Tenant to deliver a notice of its
                              election to reduce the size of the Premises within
                              the required time period shall be deemed a
                              termination by Tenant of the Contraction Option in
                              which case the Lease shall continue to cover the
                              505,000 square feet as set forth in this Lease. If
                              Tenant does not so elect to reduce the size of the
                              Premises, then beginning on the first days of the
                              sixteenth (16th) month of the Term of this Lease,
                              all calculations under this Lease (including
                              Tenant's Proportionate Share, Tenant's Base Rent
                              and Tenant's additional rent) shall be calculated
                              using 505,000 square feet In the Premises.

                         (L)  Within thirty (30) days of the exercise,
                              expiration or termination of the Contraction
                              Option and prior to the commencement of the
                              construction of the Additional Improvements,
                              Landlord and Tenant will execute an amendment to
                              this Lease and a work letter to document the
                              foregoing.

     e.   OTHER OPTIONS. Extension, Expansion and Purchase options are granted
          to Tenant under Section 30 of this Lease.

2.   BASE RENT AND SECURITY DEPOSIT.

     a.   BASE RENT. Tenant agrees to pay to Landlord rent (the "BASE RENT") for
          the Premises in advance, without demand, deduction or set off, as
          follows:

          Months 1 through 15: $2.05 per square foot per year based upon 255,000
          rsf for a total annual base rental of $522,750.00 payable in monthly
          installments of $43,562.50 each (provided Base Rent for months 1
          through 3 shall be abated so long as no Event of Default then exists
          under this Lease

          Months 16 through 24: The following amounts per square foot per year
          based upon the square footage in the Premises after the Contraction
          Date, which amounts shall be payable on a monthly basis:

<Table>
<Caption>
                                       PRICE PER SQUARE
                 SQUARE FEET            FOOT PER YEAR
                 -----------            -------------
                   <S>                     <C>
                   505,000                 $ 1.75
                   405,000                 $ 1.85
                   355,000                 $ 1.90
                   305,000                 $ 2.00
                   255,000                 $ 2.05
</Table>

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          Months 25-84: On the first day of months 25, 37, 49, 61 and 73 the
          Base Rent shall be increased by $0.10 per square foot per year, which
          amounts shall be payable on a monthly basis.

          A monthly installment of $43,562.50 shall be due and payable on the
          date hereof and the remainder of the monthly installments set forth
          above shall be due and payable on or before the first day of each
          calendar month succeeding the Commencement Date during the Term of
          this Lease. The rental payment for any fractional calendar month at
          the commencement or end of the Term of this Lease shall be prorated
          and shall be payable on the first day of such partial month. The Base
          Rent is a "net" rental rate and does not include property taxes,
          insurance or building and Common Areas maintenance charges, all of
          which shall be paid by Tenant as more particularly set forth below in
          Section 4 of this Lease.

     b.   SECURITY DEPOSIT. Tenant shall not be required to provide a security
          deposit for this Lease.

3.   USE AND COMPLIANCE WITH LAWS.

     a.   Use. The Premises may be used only for the purpose of receiving,
          storing, shipping and selling (other than retail) products, materials
          and merchandise made and or distributed by Tenant and for such other
          lawful purposes in accordance with the applicable zoning requirements
          and ordinances. Notwithstanding the foregoing, Tenant may use the
          premises for limited and occasional retail purposes provided (a) such
          use may not violate any applicable laws, zoning ordinances or other
          rules or regulations and (b) Tenant must be the only tenant in the
          Building. If there is ever another tenant in the Building, retail use
          of any type must be approved in writing by Landlord using commercially
          reasonable judgment. Outside storage, including without limitation,
          trucks and other vehicles, is prohibited without Landlord's prior
          written consent, provided Tenant may park trucks, trailers, and other
          vehicles in the truck court or other areas designated by Landlord for
          trailer storage, subject to the fooling requirements: (i) all trucks,
          trailers and other vehicles shall be parked in an organized manner
          with a neat appearance; (ii) no vehicle shall remain parked at the
          Premises for more than one week; (iii) Tenant shall comply with all
          applicable rules, regulations and laws, including all local zoning
          ordinances that relate to the parking of vehicles at the Premises;
          (iv) Tenant shall not permit the parking of vehicles, trucks or
          trailers on any streets or access routes to the Premises; and (v)
          Tenant shall comply with the reasonable rules and regulations of
          Landlord relating to parking and ingress and egress to the Premises.
          Tenant shall at its own cost and expense obtain any and all licenses
          and permits necessary for Tenant's operations.

          Tenant shall, at Tenant's sole expense, promptly comply with all
          governmental orders and directives for the correction, prevention and
          abatement of nuisances in or upon, or connected with, the Premises and
          related to Tenant's use or occupancy thereof. Tenant shall not permit
          any objectionable or unpleasant odors, smoke, dust, gas, noise or
          vibrations to emanate from the Premises, nor allow pests or vermin in
          the Premises nor take any other action which would constitute a
          nuisance or would disturb or endanger any other tenants of the Project
          or unreasonably interfere with their use of their respective

                                        6
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          premises. Without Landlord's prior written consent, Tenant shall not
          receive, store or otherwise handle any product, material or
          merchandise which is explosive or highly inflammable. Tenant will not
          permit the Premises to be used for any purpose or in any manner
          (including without limitation any method of storage) which would
          render the insurance thereon void or the insurance risk more hazardous
          or cause the State Board of Insurance or other insurance authority to
          disallow any sprinkler credits. Upon obtaining actual knowledge,
          Tenant shall immediately notify Landlord of the presence of any
          prohibited items on or around the Premises.

     b.   COMPLIANCE WITH LAWS. Tenant, at Tenant's sole cost and expense, shall
          comply with all current and future federal, state, municipal and other
          laws and ordinances applicable to the use of the Premises, the
          employees, agents, visitors and invitees of Tenant, and the business
          conducted in the Premises by Tenant, including, without limitation,
          all environmental laws and regulations applicable to Tenant's use of
          the Premises; will not engage in any activity which would cause
          Landlord's fire and extended coverage insurance to be canceled or the
          rate increased and will not commit any act which is a nuisance or
          annoyance to Landlord or to other tenants in the Building or which
          would appreciably damage Landlord's goodwill or reputation, or injure
          or depreciate the value of the Building. Notwithstanding the
          foregoing, nothing in this Section 3.b. shall be construed as
          requiring Tenant to be responsible for any legal requirements
          applicable to the structural portions of the Premises, unless the
          failure to comply with any such legal requirements is caused by Tenant
          or anyone acting for Tenant. Landlord, at Landlord's sole cost and
          expense, shall comply with all current and future federal, state,
          municipal and other laws and ordinances applicable to the Building and
          the parcel of which the Building is a part (except to the extent such
          compliance is the responsibility of Tenant under the terms of this
          paragraph), the employees, agents, visitors and invitees of Landlord,
          including, without limitation, all environmental laws and regulations.

     c.   DISABILITY LAWS. Tenant, at its sole cost, shall be responsible for
          compliance with Disability Laws with respect to (1) the Premises
          (excluding the initial Tenant Improvements and the Additional
          Improvements), (2) any improvements required for the Building that are
          required due to Tenant's use of the Premises, (3) all Alterations made
          to the Premises or any other acts of Tenant after the Commencement
          Date, and (4) all requirements of Disability Laws that relate to the
          employer-employee relationship or that are necessitated by the special
          needs of any employee, agent, visitor or invitee of Tenant and that
          are not required to be provided generally, including, without
          limitation, requirements related to auxiliary aids and graphics
          installed by or on behalf of Tenant. Landlord, at its sole cost, shall
          be responsible for compliance with Disability Laws with respect to the
          Building (except to the extent such compliance is Tenant's
          responsibility under the terms of this paragraph). Neither party shall
          be in default under this SECTION 3.c. for its failure to comply with
          Disability Laws so long as the responsible party is either contesting
          in good faith, and by legal means, the enforcement of Disability Laws,
          or is undertaking diligent efforts to comply with Disability Laws and
          such contest or compliance effort could not result in the imposition
          of fines or penalties against the other party. As used herein,
          "DISABILITY LAWS" means Title III of The Americans With Disabilities
          Act of 1990 and all other similar local laws, ordinances and
          regulations, all as amended from time to time.

                                        7
<Page>

4.   OPERATING EXPENSES.

     a.   TENANT'S PROPORTIONATE SHARE. During the Term, Tenant agrees to pay as
          additional rental Tenant's Proportionate Share (hereinafter defined)
          of all Operating Expenses (hereinafter defined) for the Project.
          "TENANT'S PROPORTIONATE SHARE" as used in this Lease shall mean a
          fraction, the numerator which is the square feet of space contained in
          the Premises and the denominator of which is the square feet of space
          contained in the Building, which fraction shall be adjusted from time
          to time based upon changes in the square footage in the Premises
          leased by Tenant. Notwithstanding the foregoing, (i) prior to the
          expiration of the Contraction Option, as defined in Section 30 of this
          Lease, the numerator shall be the 255,000 and (ii) on and after the
          first day of the sixteenth full calendar month of the term of this
          Lease, the numerator shall be the total square feet then leased by
          Tenant.. Landlord shall fairly allocate expenses throughout the
          Project so that expenses that unequally benefit one or more tenants
          shall be appropriately allocated among the appropriate parties.

     b.   OPERATING EXPENSES. The term "OPERATING EXPENSES" shall mean all
          expenses incurred by Landlord with respect to the ownership,
          maintenance and operation of the Project, including but not limited
          to:

          (i)    maintenance and repair costs;

          (ii)   management fees not to exceed 2.5% of the annual gross rental;

          (iii)  wages and fringe benefits payable to employees of Landlord
                 whose duties are connected with the operation and maintenance
                 of the Project;

          (iv)   all services, supplies, repairs, or other expenses for
                 maintaining and operating all portions of the Project,
                 including without limitation, repairs to paving and parking
                 areas, roads, roofs, alleys and driveways, mowing, landscaping,
                 exterior painting, utility lines, skylights, lighting,
                 electrical systems and other mechanical and building systems
                 from the property line to the point of connection into the
                 Premises (but expressly excluding any capital improvements or
                 replacements except to the extent permitted in subsection
                 4.b.(x) below);

          (v)    insurance premiums and commercially reasonable deductibles;

          (vi)   utilities for the Building that are not separately metered;

          (vii)  Taxes (hereinafter defined),

          (viii) insurance deductibles, security services (without implying any
                 duty for Landlord to provide any security services), if any;

          (ix)   trash collection; upgrades, changes in, or additions to water
                 and sewage; assessments due to deed restrictions or restrictive
                 covenants, paving assessments, owners' associations, and other
                 similar assessments that accrue against the Project, whether
                 the same are now or hereafter applicable to the Project; and

                                        8
<Page>

          (x)    additions or alterations made by Landlord to the Project in
                 order to comply with applicable laws or that are intended to
                 reduce the operating costs of the Project; provided that the
                 cost of such additions or alterations that are required to be
                 capitalized for federal income tax purposes shall be amortized
                 over the estimated useful life of the item, as reasonably
                 determined by Landlord in accordance with sound management
                 practices, consistently applied ("CAPITAL EXPENSES").

          The foregoing list does not in any way relieve Tenant of its repair
          obligations under paragraph 6. Operating Expenses shall NOT include:

          (i)    repairs, restoration or other work occasioned by fire,
                 windstorm or other casualty to the extent covered by insurance
                 maintained by Landlord or required to be maintained by
                 Landlord;

          (ii)   expenses incurred in leasing to or procuring of tenants;

          (iii)  leasing commissions;

          (iv)   advertising expenses;

          (v)    expenses for the renovating of space for new tenants;

          (vi)   interest, principal, loan fees, penalties or other payments on
                 any mortgage on the Project;

          (vii)  compensation paid to any employee of Landlord above the grade
                 of building superintendent;

          (viii) any depreciation allowance or capital expenses except to the
                 extent permitted above in Section 4.b.(x);

          (ix)   costs to correct defects in the initial construction of the
                 Building, including any repair or correction of latent defects
                 or any structural repairs (as opposed to the cost of normal
                 repair, maintenance and replacement expected with the
                 construction materials and equipment installed in light of
                 their specifications);

          (x)    any cost or expenditure for which Landlord is reimbursed by
                 sources other than tenants of the Project, by insurance
                 proceeds or otherwise;

          (xi)   the cost of any service furnished to any tenant of the Project
                 which Landlord does not make available to Tenant;

          (xii)  franchise or income taxes imposed upon Landlord, except to the
                 extent imposed in lieu of all or any part of Taxes;

          (xiii) legal and accounting fees associated with the creation and
                 operation of the entity which constitutes Landlord or that are
                 solely for the benefit of Landlord (as

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                 opposed to generally for the benefit of the Project) such as
                 for collecting delinquent rents, preparing tax returns for the
                 entity constituting Landlord (as opposed to accounting for the
                 Project);

          (xiv)  the wages or fringe benefits payable to any employee of
                 Landlord other than engineers who provide services related
                 directly to the management, maintenance, operation or repair of
                 the Project; and

          (xv)   Any other expenses that under Generally Accepted Accounting
                 Practices, consistently applied, would be required to be
                 treated as capital items (except to the extent such items are
                 permitted by Section 4.b.(x).

     c.   TAXES. "TAXES" shall mean (i) all real estate taxes and other taxes or
          assessments which are levied by a taxing authority with respect to the
          Project or any portion thereof, (ii) any tax, surcharge or assessment
          which shall be levied as a supplement to or in lieu of real estate
          taxes, (iii) the costs and expenses of a consultant, if any, or of
          contesting the validity or amount of such real estate or other taxes,
          and (iv) any rental, excise, sales, transaction, privilege or other
          tax or levy, however denominated, imposed upon or measured by the
          rental reserved hereunder or on Landlord's business of leasing the
          Premises or the Project. Taxes shall not include Landlord's net income
          taxes, capital, stock, succession, transfer, franchise, gift, estate
          or inheritance tax, except to the extent that such tax is imposed in
          lieu of any portion of Taxes, or any interest or charges due to
          Landlord's failure to timely pay Taxes.

     d.   OPERATING EXPENSE PAYMENTS. Beginning with the fourth calendar month
          following the Commencement Date of this Lease (which payment shall
          also include payment for any partial month at the beginning of the
          Term of this Lease) and on the first day of each following month of
          the Term of this Lease, Tenant shall pay to Landlord an amount equal
          to 1/12 of the estimated annual cost of Tenant's Proportionate Share
          of Operating Expenses (the "OPERATING EXPENSE PAYMENTS"). Tenant shall
          not be required to pay Tenant's Proportionate Share of Operating
          Expenses during the first three calendar months after the Commencement
          Date. In the event the Building is not one hundred percent (100%)
          occupied during any year of the Lease Term (including the calendar
          year in which the Lease Term commences), the Basic Operating Costs
          shall be "grossed up" by increasing the variable components of Basic
          Operating Costs to the amount which Landlord projects would have been
          incurred had the Building been one hundred percent (100%) occupied
          during such year, such amount to be annualized for any partial year.
          The foregoing "gross-up" provision shall not apply to electrical costs
          or to Taxes or to any other items that do not vary with occupancy. For
          the first fifteen months of the Lease, the Building shall be deemed to
          be fifty-one percent (51%) occupied.

     e.   CAP ON CONTROLLABLE OPERATING EXPENSES. The initial Operating Expense
          Payments for 2003 are currently estimated to be $0.53 per square foot
          per year, including an estimate of $0.07 per square foot per year for
          Controllable Operating Expenses, and shall be increased or decreased
          annually to reflect the projected actual cost of all such items. For
          purposes of calculating Operating Expenses, the aggregate Operating
          Expenses (exclusive of Non-Controllable Operating Expenses as defined
          below) for a calendar year shall not increase by more than eight
          percent (8%) on a cumulative basis per year from

                                       10
<Page>

          the greater of (i) $35,350.00 or (ii) the actual costs for
          Controllable Items for calendar year 2004.. For example, if aggregate
          Controllable Operating Expenses are $100 for the year 2004, the
          maximum Controllable Operating Expenses for the years 2005 through
          2007 would be as follows: 2005 - $108; 2006 - $116.64; 2007 - $125.97.

     f.   "CONTROLLABLE OPERATING EXPENSES" means all Operating Expenses for the
          Building except (i) building insurance premiums, (ii) Common Area
          electricity and other utility costs, (iii) Taxes, (iv) unforeseen
          assessments included in Operating Expenses or (v) repairs required
          under Section 6 of this Lease that are performed by Landlord either at
          Tenant's request or after failure of Tenant to make such repair.
          Landlord shall not receive reimbursement of more than one hundred
          percent (100%) of Operating Expenses and shall not recover any type of
          cost more than once.

     g.   ESTIMATE OF COSTS. Landlord shall estimate the Operating Expenses of
          the Property and advise Tenant of Tenant's Proportionate Share thereof
          by December 31 of each calendar year, or as soon as practicable
          thereafter. If Landlord does not provide Tenant with an estimate of
          Tenant's Proportionate Share of Operating Expenses by January 1 of any
          calendar year, Tenant shall continue to pay a monthly installment
          based on the previous year's estimate until such time as Landlord
          provides Tenant with an estimate of Tenant's Proportionate Share of
          Operating Expenses for the current year. Upon receipt of such current
          year's estimate, an adjustment shall be made for any month during the
          current year with respect to which Tenant paid monthly installments of
          Operating Expenses based on the previous year's estimate. Tenant shall
          pay Landlord for any underpayment within forty-five (45) days after
          receipt of an invoice therefor. Any overpayment shall be credited
          against the installment(s) of rent (including Base Rent and Tenant's
          Proportionate Share of Operating Expenses) next coming due under the
          Lease. Landlord may revise such estimates if it obtains more accurate
          information, such as the final real estate tax assessment or tax rate
          for the Project

     h.   REPORT. Landlord shall deliver to Tenant a report for the previous
          calendar year by April 30 of each year or as soon as practicable
          thereafter, setting forth the actual Operating Expenses incurred and a
          statement of Tenant's Proportionate Share ("OPERATING EXPENSE
          REPORT"). If Tenant's total Operating Expense Payments for any
          calendar year are less than Tenant's Proportionate Share of Operating
          Expenses for such calendar year, then Tenant shall pay the difference
          to Landlord within forty-five (45) days after receipt of the Operating
          Expense Report. If Tenant's total Operating Expense Payments for any
          year are greater than Tenant's Proportionate Share of Operating
          Expenses for such year, then Landlord shall retain such excess and
          credit it against Tenant's next installments of rent (including Base
          Rent and Tenant's Proportionate Share of Operating Expenses), except
          during the last year of the Term of this Lease, in which event,
          Landlord shall, within thirty (30) days after delivery of the
          Operating Expense Report, refund any excess to Tenant provided that
          Tenant is not in default under this Lease. The obligations set forth
          in this Paragraph shall survive the termination of this Lease.

     i.   AUDIT. Landlord shall maintain books and records so that they fairly
          and accurately reflect the Operating Expenses on a consistent basis
          and in accordance with sound management practices. Tenant, at Tenant's
          expense, shall have the right, no more frequently than once per
          calendar year, following thirty (30) days' prior written notice (such
          written notice to be

                                       11
<Page>

          given within ninety (90) days following Tenant's receipt of Landlord's
          Operating Expense Report delivered in accordance with SECTION 4.e. to
          Landlord, to audit Landlord's books and records relating to Operating
          Expenses for the immediately preceding calendar year only. Without
          limitation upon the foregoing, Tenant's right to audit Landlord's
          books and records shall be subject to the following conditions:

            1.   The audit must be concluded within one hundred twenty (120)
                 days after Tenant's receipt of Landlord's Operating Expense
                 Report for the year to which such audit relates;

            2.   The conduct of such audit must not unreasonably interfere with
                 the conduct of Landlord's business;

            3.   Except for one audit during the first two years of the term of
                 this Lease, no audit shall be allowed unless Basic Operating
                 Costs for the calendar year in question have increased by more
                 than eight percent (8%) over Basic Operating Costs for the
                 immediately preceding calendar year;

            4.   Such audit shall be conducted during Normal Business Hours and
                 at the location where Landlord maintains its books and records;

            5.   Tenant shall deliver to Landlord a copy of the results of such
                 audit within ten (10) business days after its receipt by
                 Tenant;

            6.   No audit shall be permitted if an Event of Default by Tenant
                 has occurred and is continuing under this Lease, including any
                 failure by Tenant to pay an amount in Dispute;

            7.   Tenant shall reimburse Landlord for the reasonable cost of all
                 copies requested by Tenant's auditor within ten (10) days
                 following written demand for same by Landlord;

            8.   Such audit must be conducted by an independent,
                 nationally-recognized accounting firm or a local accounting
                 firm reasonably acceptable to Landlord that is not being
                 compensated by Tenant on a contingency fee basis and which has
                 agreed with Landlord in writing to keep the results of such
                 audit confidential by executing and delivering to Landlord a
                 confidentiality agreement in the form of EXHIBIT I attached to
                 this Lease, such confidentiality agreement to also be signed
                 and delivered to Landlord by Tenant;

            9.   No subtenant shall have the right to audit;

            10.  If, for any calendar year, an assignee of Tenant (if permitted
                 by this Lease) has audited or given notice of an audit, Tenant
                 will be prohibited from auditing such calendar year, unless in
                 the case of an audit having been noticed but not yet performed
                 by such assignee, the assignee withdraws its audit notice, and,
                 similarly, if Tenant has audited such calendar year or given
                 such notice, the foregoing restrictions of this SECTION 6(g)(8)
                 will apply to the assignee's right to audit; and

            11.  Any assignee's audit right will be limited to the period after
                 the effective date of the assignment.

            Unless Landlord in good faith disputes the results of such audit, an
            appropriate adjustment shall be made between Landlord and Tenant to
            reflect any overpayment or underpayment of Tenant's Proportionate
            Share of Operating Expenses within forty-five

                                       12
<Page>

            (45) days after delivery of such audit to Landlord. In the event of
            an overpayment by Tenant, within forty-five (45) days following the
            delivery of such audit, Landlord shall, if no Event of Default
            exists hereunder, pay Tenant the amount of such overpayment, or, if
            an Event of Default exists hereunder, credit such overpayment
            against delinquent Rent and pay Tenant any balance. The cost of such
            certified public accountant shall be paid by Tenant if the Tenant's
            Share of Operating Expenses are overstated by less than 10%, and
            shall be paid by Landlord in the event the amount of Tenant's Share
            of Operating Expenses are determined to have been overstated by 10%
            or more. In the event Landlord in good faith disputes the results of
            any such audit, the parties shall in good faith attempt to resolve
            any disputed items. If Landlord and Tenant are able to resolve such
            dispute, final settlement shall be made within thirty (30) days
            after resolution of the dispute. If the parties are unable to
            resolve any such dispute, any sum on which there is no longer
            dispute shall be paid and any remaining disputed items shall be
            referred to a mutually satisfactory third party certified public
            accountant for final resolution. The cost of such certified public
            accountant shall be paid by the party found to be least accurate (in
            terms of dollars in dispute). The determination of such certified
            public accountant shall be final and binding and final settlement
            shall be made within thirty (30) days after receipt of such
            accountant's decision.

5.   LANDLORD'S REPAIRS. Landlord shall keep and maintain in a good commercially
reasonable condition, similar to the condition of Comparable Buildings (as
defined in Section 8.b. of this Lease), promptly making all necessary repairs
and replacements to, the parking areas and other Common Areas of the Project,
including but not limited to the truck courts, designated trailer areas,
driveways, alleys, landscape and grounds surrounding the Project, the utility
lines, sub-foundation or underground utilities, roof, downspouts and gutters,
skylights, foundation, concrete floors (but excluding floor coverings and
non-structural damage to the floors) and the structural soundness of the
exterior walls of the building in good repair, reasonable wear and tear
excepted. The term "walls" as used herein shall not include windows, glass or
plate glass, doors, special store fronts, dock bumpers, dock plates or dock
levelers or office entries. Notwithstanding the foregoing, Landlord shall not be
required to repair or maintain those items for which Tenant is expressly
responsible under the terms of this Lease. The cost of such maintenance and
repair shall be included in Operating Expenses to the extent permitted by
Paragraph 4 above. Landlord, at its own cost and expense, shall prior to the
Commencement Date, exterminate the exterior of the Premises for pests. Tenant
shall immediately give Landlord written notice of defect or need for repairs for
which Landlord is responsible, after which Landlord shall have reasonable
opportunity to repair same or cure such defect. Landlord's liability with
respect to any defects, repairs or maintenance for which Landlord is responsible
under any of the provisions of this Lease shall be limited to the cost of such
repairs or maintenance or the curing of such defect. Notwithstanding the
foregoing, Tenant shall repair and pay for any damage to any of the foregoing or
any other portion of the Project caused by Tenant, or Tenant's employees, agents
or invitees, or caused by Tenant's default hereunder. The repair provisions of
this Lease supercedes the effect of O.C.G.A. 44-7-13.

6.   TENANT'S REPAIRS.

     a.   Tenant shall at its own cost and expense keep and maintain all parts
          of the Premises (except those for which Landlord is expressly
          responsible under the terms of this Lease) in good condition, promptly
          making all necessary repairs and replacements, including but not
          limited to, windows, glass and plate glass, doors, any special office
          entry, interior walls and finish work, floors and floor covering,
          heating and air conditioning and

                                       13
<Page>

          ventilation systems, dock boards, truck doors, dock bumpers, plumbing
          work from the point of connection into the Premises and fixtures,
          termite and pest extermination, regular removal of trash and debris.
          Such repairs and replacements may include capital expenditures and
          repairs whose benefit may extend beyond the Term of this Lease. Tenant
          shall not be obligated to repair any damage caused by fire, tornado or
          other casualty covered by the insurance to be maintained by Landlord
          pursuant to subparagraph 12(a) below, except that Tenant shall be
          obligated to repair all wind damage to glass except with respect to
          tornado or hurricane damage. Notwithstanding the foregoing, Landlord
          shall repair and pay for any damage to any of the foregoing or any
          other portion of the Project caused by Landlord, or Landlord's
          employees or agents, or caused by Landlord's default hereunder.

     b.   Tenant shall not damage any structural support, columns, foundation or
          any demising wall or disturb the integrity and support provided by any
          demising wall and shall, at its sole cost and expense, promptly repair
          any damage or injury to any of the foregoing caused by Tenant or its
          employees, agents or invitees.

     c.   Tenant shall, at its own cost and expense, enter into a regularly
          scheduled preventive maintenance/service contract with a maintenance
          contractor for servicing all hot water, heating and air conditioning
          systems and equipment within the Premises. Landlord must approve the
          maintenance contractor and the contract, which approval shall not be
          unreasonably withheld or delayed. If Landlord has provided
          operation/maintenance manuals to Tenant, the service contract must
          include all routine services suggested by the equipment manufacturer
          within the operation/maintenance manual and must become effective (and
          a copy thereof delivered to Landlord) within fifteen (15) days after
          the Commencement Date of this Lease.

     d.   Tenant shall operate the Premises in a manner that causes only normal
          wear and tear on the Premises and all corresponding hot water, heating
          and air conditioning systems and equipment.

     e.   Landlord shall require that the Contractor (as defined in EXHIBIT D
          attached hereto) provide all construction warranties for the benefit
          of both Landlord and Tenant, as their interests may appear. Tenant
          shall provide Landlord with notice simultaneously with Tenant's demand
          to the company or individual that issued the warranty of any claim
          made by Tenant relating to any construction warranty. Tenant may,
          after ten (10) days prior written notice to Landlord, enforce any such
          warranty directly against the contractor, provided (i) such action
          shall relieve Landlord of any responsibility for the repair to the
          extent same is covered by such warranty or for any worsened condition
          that arises due to Tenant's acts or omissions and (ii) Tenant may only
          enforce warranties that cover items for which Tenant is responsible
          under this Lease (for example and without limitation, Tenant shall not
          be permitted to enforce the roof warranty but shall be permitted to
          enforce the HVAC warranty).

     f.   The repairs required by this Section 6 are not Operating Expenses
          under this Lease and, accordingly, the cost of same shall never be
          included in Controllable Operating Expenses and shall not be subject
          to the cap on Controllable Operating Expenses. If Landlord performs
          any of the repairs required by this Section 6 at the request of Tenant
          or upon

                                       14
<Page>

          the failure of Tenant to do so, Tenant shall reimburse Landlord for
          such costs within forth-five (45) days of Tenant's receipt of
          Landlord's statement of the costs thereof.

7.   ALTERATIONS.

     a.   Tenant shall not make any alterations, additions or improvements (the
          "TENANT ALTERATIONS") to the Premises (including but not limited to
          roof and wall penetrations) without the prior written consent of
          Landlord not to be unreasonably withheld. The Additional Improvements
          and all other improvements required at the time of the exercise or
          termination of the Contraction Option shall not be covered by this
          section and shall be covered by a separate Work Letter to be executed
          by Landlord and Tenant. In addition to any additional requirements
          that may be imposed by Landlord in its reasonable discretion, all
          Tenant Improvements shall comply with the following requirements:

          (i)    The proposed Tenant Alterations must be non-structural and
                 shall not (A) include modifications to the Building or alter
                 the basic character of the Building, (B) require any core
                 drillings through the walls or roof of the Premises, (C)
                 overload or damage the Building, (D) affect the sprinkler or
                 electrical system of the Building. (E) affect the exterior of
                 the Building, and (E);

          (ii)   All Tenant Alterations shall be made in a good and workmanlike
                 manner and shall be constructed by Tenant at Tenant's sole cost
                 and expense (including, without limitation, reimbursement of
                 Landlord's reasonable third party costs in connection with
                 Landlord's review of the Tenant Improvements not to exceed
                 $2,500 for Tenant Alterations up to $250,000 in cost and to be
                 reasonable for Tenant Alterations valued in excess of $250,000)
                 in accordance with the plans and specifications approved by
                 Landlord (if such approval is required by subsection (iv)
                 below);

          (iii)  Tenant shall provide the names of its proposed contractors to
                 Landlord for approval prior to beginning construction. Tenant's
                 contractors shall be acceptable to Landlord in its reasonable
                 discretion. Landlord shall have the right to reject any of
                 Tenant's contractors who Landlord has barred from performing
                 work within the Project;

          (iv)   Prior to the commencement of construction, Tenant or its
                 contractor or architect shall deliver to Landlord for review
                 and approval a copy of the final plans for the construction,
                 provided Landlord's approval is not required for cosmetic work
                 or non-structural improvements with a total value of less than
                 $25,000.00 (excluding the value of Tenant's personal property
                 that will not be attached to the Premises) so long as Tenant
                 provides a copy of all plans and specifications for such work
                 prior to the commencement of same;

          (v)    The proposed Tenant Alterations shall comply with all
                 applicable laws including, without limitation, the Disabilities
                 Laws, as defined in Section 3.c. of this Lease;

          (vi)   If the Tenant Alterations require the employment of an
                 architect by Tenant, Tenant's architect shall certify to
                 Landlord that the plans for the proposed Tenant

                                       15
<Page>

                 Alterations comply with applicable laws, including, but not
                 limited to the Disability Acts, with the understandings that
                 such certificate shall not be binding on Landlord, but Landlord
                 shall have the right to rely on same;

          (vii)  Tenant shall provide Landlord with notice prior to commencing
                 such improvements or alterations;

          (viii) Tenant shall provide Landlord with "as built" drawings for any
                 improvements or alterations made by Tenant;

          (ix)   Tenant and its contractors shall comply with all commercially
                 reasonable rules and regulations pertaining to the delivery of
                 construction materials, equipments and supplies and the
                 delivery of any other materials, supplies and equipment in
                 connection with the construction;

          (x)    Tenant and its contractors shall provide commercially
                 reasonable insurance to appropriately reflect the scope of the
                 Tenant Alterations;

          (xi)   Landlord shall not charge Tenant a construction management fee
                 in connection with the Tenant Alterations so long as Tenant
                 reimburses Landlord for all of its actual out-of-pocket costs
                 associated with the review of the Tenant Alterations up to the
                 cap set forth in item (ii) above; and

          (xii)  Tenant agrees to obtain, at its cost, building permits and
                 other applicable permits from applicable local municipal
                 authorities, state and federal agencies necessary to install,
                 construct, use, maintain, repair, or modify the Tenant
                 Alterations.

     b.   OTHER ASSURANCES. Tenant shall reimburse Landlord for its reasonable
          costs in reviewing plans and specifications for Tenant's alterations
          up to the cap set forth in item a.(ii) above. Landlord's right to
          review plans and specifications and to approve the contractor(s) shall
          be solely for its own benefit, and Landlord shall have no duty to see
          that such plans and specifications or the Tenant Alterations
          constructed pursuant thereto comply with applicable laws, codes, rules
          or regulations. Landlord's approval of any such plans shall not in any
          way relieve Tenant from any of its obligations under this Section 7 or
          any other provision of this Lease. Landlord may post on and about the
          Premises notices of non-responsibility pursuant to applicable law.
          Tenant shall furnish security or make other arrangements satisfactory
          to Landlord to assure payment for the completion of all work in
          connection with the Tenant Alterations free and clear of liens and
          shall provide certificates of insurance for worker's compensation and
          other coverage in amounts and from an insurance company satisfactory
          to Landlord protecting Landlord against liability for personal injury
          or property damage during construction of any Tenant Alterations. Upon
          completion of any Tenant Alterations, Tenant shall deliver to Landlord
          sworn statements setting forth the names of all contractors and
          subcontractors who performed work on the Tenant Alterations and final
          lien waivers from all such contractors and subcontractors. Tenant
          Alterations shall also include improvements made by Tenant without the
          requirement of Landlord's approval.

                                       16
<Page>

     c.   ALLOCATION OF RISK. Subject to the waiver of subrogation in Section 12
          of this Lease, and subject to the provisions regarding casualty and
          condemnation, and other terms and conditions of this Lease:

          (i)    Tenant shall bear all risks associated with the construction
                 and installation of Tenant Alterations and the delivery and
                 receipt of any materials, supplies, equipment and other
                 installation pertaining to the Tenant Alterations, except to
                 the extent of any damage or injury caused solely by Landlord or
                 its employees or agents.

          (ii)   Tenant shall require its contractors to repair any damage
                 caused to the Premises, the Building or any other portion of
                 the Complex in connection with the delivery, receipt,
                 installation or construction of all Tenant Alterations, and

          (iii)  Tenant shall require its contractors to indemnify and hold
                 harmless Landlord from any claims arising out of or in
                 connection with the delivery, receipt, installation,
                 construction, demolition and/or removal of all Tenant
                 Alterations and the work pertaining thereto.

     d.   REMOVAL OF ALTERATIONS. Tenant shall not be required to remove any of
          the Tenant Improvements or Additional Improvements upon the expiration
          of termination of this lease, all of which shall belong to Landlord.
          All Tenant Alterations shall be and remain the property of Tenant
          during the Term of this Lease and Tenant shall remove all Tenant
          Alterations and restore the Premises to its original condition by the
          date of termination of this Lease or upon earlier vacating of the
          Premises. All shelves, bins, machinery and trade fixtures installed by
          Tenant may be removed by Tenant prior to the termination of this Lease
          if Tenant so elects, and shall be removed by the date of termination
          of this Lease or upon earlier vacating of the Premises. Upon any such
          removal Tenant shall restore the Premises to its original condition,
          normal wear and tear, casualty and condemnation excepted. All such
          removals and restoration shall be accomplished in a good and
          workmanlike manner so as not to damage the primary structure or
          structural qualities of the Building and the improvements situated in
          the Premises. All items not removed by Tenant by the expiration or
          termination of this Lease shall be deemed abandoned by Tenant and may
          be removed, sold or otherwise disposed of by Landlord.

8.   SIGNS.

     a.   GENERAL PROHIBITION. Tenant shall not make any changes to the exterior
          of the Premises, install any exterior lights, decorations, balloons,
          flags, pennants, banners, or painting, or erect or install any signs,
          windows or door lettering, placards, decorations or advertising media
          of any type which can be viewed from the exterior of the Premises,
          without Landlord's prior written consent not to be unreasonably
          withheld. Upon surrender or vacation of the Premises, Tenant shall
          remove all signs and repair, paint, and/or replace the Building facia
          surface to which its signs are attached. Tenant shall obtain all
          applicable governmental permits and approvals for sign and exterior
          treatments and shall indemnify Landlord from and against all claims
          arising in connection with any sign or other exterior treatment
          installed by Tenant. Any signs shall be commercially reasonable in
          design and installation method and shall be comparable to signs for
          Comparable Buildings.

                                       17
<Page>

     b.   BUILDING SIGN. Notwithstanding the foregoing, so long as (i) Tenant is
          not in default under the terms of this Lease beyond the expiration of
          any applicable notice and cure periods; (ii) Tenant is in occupancy of
          the Premises; and (iii) Tenant has not assigned the Lease or any part
          of the Premises (except for Permitted Transfers and unless Landlord
          specifically approved in writing the transfer of such sign to an
          assignee or sublessee), Tenant shall have the right, at Tenant's
          expense, to install one corporate identification sign on the exterior
          facade of the Building (such sign, the "BUILDING SIGN"); provided that
          (i) the Building Sign shall be in a location approved by Landlord,
          which approval shall not be unreasonably withheld, delayed or
          conditioned, (ii) Tenant obtains all necessary approvals from the City
          of Stockbridge and all other governmental authorities (including any
          applicable airport having jurisdiction over Tenant, the Project, or
          the Building Sign), (iii) the Building Sign conforms to all applicable
          laws, rules and regulations of any governmental authorities having
          jurisdiction over the Building Sign or the Project and all restrictive
          covenants applicable to the Project, and (iv) Tenant obtains
          Landlord's written consent to any proposed signage specifications
          (including, without limitation the size and location of the signage)
          and lettering prior to its fabrication and installation. Landlord
          reserves the right to withhold consent to any sign that, in the sole
          judgment of Landlord, is not harmonious with the design standards of
          the Project. To obtain Landlord's consent, Tenant shall submit design
          drawings to Landlord showing the type and sizes of all lettering; the
          colors, finishes and types of materials used. Tenant shall pay all
          costs associated with the Building Sign, including without limitation,
          installation expenses, maintenance and repair costs, utilities and
          insurance. Tenant agrees that, subject to inclusion in Operating
          Expenses, Landlord shall have the right, after notice to Tenant, to
          temporarily remove and replace the Building Sign in connection with
          and during the course of any repairs, changes, alterations,
          modifications, renovations or additions to the Building. Tenant shall
          maintain the Building Sign in good condition. Upon expiration or
          earlier termination of the Lease, Tenant shall, at its sole cost and
          expense, remove the Building Sign and repair all damage caused by such
          removal. If during the Term (and any extensions thereof) (a) Tenant is
          in default under the terms of the Lease after the expiration of
          applicable cure periods; or (b) Tenant vacates the Premises for a
          period of 90 or more consecutive days; or (c) Tenant assigns the Lease
          or subleases any part of the Premises, then Tenant's rights granted
          herein with respect to the Building Sign will terminate and Landlord
          may remove the Building Sign at Tenant's sole cost and expense.
          Notwithstanding the foregoing, Landlord shall have the right to
          approve (which approval shall not be unreasonably withheld) the name
          and logo located on any such sign (even if the transfer that resulted
          in the need to change the sign was expressly permitted by this Lease)
          to verify that same are consistent with the image and standard of
          other Comparable Buildings in the South Atlanta submarket. "COMPARABLE
          BUILDINGS" means the Building and other industrial buildings which are
          comparable to the Building in terms of quality and desirability of
          location, age (based on the date of completion of construction),
          quality of construction, level of services, amenities, height, size
          and appearance that are located within a five mile radius of the
          Building.

     c.   MONUMENT SIGN. Further, so long as (i) Tenant is not in default under
          the terms of this Lease beyond the expiration of any applicable notice
          and cure periods; (ii) Tenant is in occupancy of the Premises; and
          (iii) Tenant has not assigned or sublet any part of the Premises
          (except for Permitted Transfers and unless Landlord specifically
          approved in writing the transfer of such sign to an assignee or
          sublease), Tenant may, at Tenant's

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<Page>

          sole cost and expense, construct a multi-tenant Building monument sign
          (the "MONUMENT SIGN") located at the front of the Building and place
          Tenant's name in Landlord's standard graphics for the Building on the
          top portion of the sign (and subject to all requirements regarding
          Tenant Alterations even if the Monument Sign costs less than
          $25,000.00). Following installation of the Monument Sign, Tenant shall
          remain liable for all costs related to the maintenance of the Monument
          Sign. Tenant must obtain Landlord's written consent to any proposed
          fabrication, installation or lettering such sign, which approval shall
          not be unreasonably delayed or withheld. Landlord agrees that it will
          not unreasonably delay notification to Tenant of its approval or
          disapproval of any proposed signage. Landlord reserves the right to
          withhold consent to any Monument Sign or lettering that, in the
          judgment of Landlord, is not harmonious with the design standards of
          the Building. If during the Term (and any extensions thereof) (a)
          Tenant is in default under the terms of the Lease after the expiration
          of applicable notice and cure periods; or (b) Tenant vacates the
          Premises for a period of 90 or more consecutive days; or (c) Tenant
          assigns the Lease (unless Landlord specifically approved in writing
          the transfer of such sign to an assignee or sublessee), then Tenant's
          rights granted herein with respect to the Monument Sign will terminate
          and Landlord may remove the Tenant's signage at Tenant's sole cost and
          expense. If during the term of this Lease or any extension hereof,
          Landlord constructs a Monument Sign for the Building, Tenant shall be
          permitted, at Tenant's cost, to place Tenant's name in Landlord's
          standard graphics for the Building on the sign. Notwithstanding
          anything herein to the contrary, Landlord may remove any or all of
          Tenant's signs if Tenant is in default under the terms of this Lease
          (after expiration of all applicable notice and cure periods) and
          Tenant shall have no further signage rights.

9.   INSPECTION. Landlord and Landlord's agents and representatives shall have
the right, after twenty-four (24) hours advance notice, which notice may be oral
(provided that notice shall not be provided by voice mail) (except in the case
of an emergency, in which event no notice shall be required), to enter and
inspect the Premises at any reasonable time, for the purpose of ascertaining the
condition of the Premises, in order to make such repairs as may be required or
permitted to be made by Landlord under the terms of this Lease, or for any other
business purpose. During the period that is six (6) months prior to the end of
the Term hereof, Landlord and Landlord's agents and representatives shall have
the right to enter the Premises at any reasonable time upon reasonable advance
notice during business hours for the purpose of showing the Premises and shall
have the right to erect on the Premises a suitable sign indicating the Premises
are available. Except in an emergency, Landlord shall not unreasonably interfere
with Tenant's business during any entry permitted by this paragraph. Tenant
shall give written notice to Landlord at least thirty (30) days prior to
vacating the Premises and shall arrange to meet with Landlord for a joint
inspection of the Premises immediately following Tenant's removal of its
property from the Premises. In the event of Tenant's failure to give such notice
or arrange such joint inspection. Landlord's inspection at or after Tenant's
vacating the Premises shall be conclusively deemed correct for purposes of
determining Tenant's responsibility for repairs and restoration.

10.  UTILITIES. Landlord agrees to provide at its cost water, electricity and
telephone service connections to the Premises; provided that Tenant shall pay
the actual cost for all water, electricity, gas, heat, light, power, telephone,
sewer and other utilities and services used on or for the Premises and directly
billed to Tenant or included in the Operating Expenses as described above in
Section 4 of this Lease, together with any taxes, penalties, surcharges or the
like pertaining thereto and any maintenance charges for utilities. Tenant shall
furnish all electric light bulbs and tubes used in connection with the Premises.
If any such services are not separately metered to Tenant, Tenant shall pay a
reasonable

                                       19
<Page>

proportion as determined by Landlord of all charges jointly metered with other
premises in the Project, subject to the exclusion from Operating Expenses in
Section 4.b. Landlord shall in no event be liable for any interruption or
failure of utility services on the Premises and no interruption or failure of
any utilities shall result in the termination of this Lease or the abatement of
rent hereunder. Notwithstanding anything to the contrary contained in this
Paragraph 10, if: (i) in the event of a cessation of water or electricity to the
Premises for a period in excess of five (5) consecutive business days after
Tenant notifies Landlord of such cessation; (ii) such cessation is caused solely
and directly by Landlord or Landlord's agents or contractors; (iii) such
cessation is not caused by a fire or other casualty (in which case Paragraphs 12
and 14 hereof shall control); and (iv) as a result of such cessation, the
Premises or a portion thereof, is rendered untenantable (meaning that Tenant is
unable to use all or a portion of the Premises in the normal course of its
business) and Tenant in fact ceases to use the Premises, or portion thereof,
then Tenant, as its sole remedy, shall be entitled to receive an abatement of
monthly rent payable hereunder during the period beginning on the sixth (6th)
consecutive business day of such cessation and ending on the day when the
service in question has been restored. In the event the entire Premises has not
been rendered untenantable by the cessation in service, the amount of abatement
that Tenant is entitled to receive shall be prorated based upon the percentage
of the Premises so rendered untenantable and not used by Tenant.

11.  ASSIGNMENT AND SUBLETTING.

     a.   ASSIGNMENT AND SUBLETTING BY TENANT PROHIBITED. Tenant will not assign
          this Lease, or allow same to be assigned by operation of law or
          otherwise, or sublet the Premises or any part thereof, or mortgage or
          transfer its interest under this Lease or grant any concession or
          license within the Premises, without the prior written consent of
          Landlord, which consent shall not be unreasonably withheld, delayed or
          conditioned. Notwithstanding any permitted assignment or subletting,
          including any assignment or sublease to an affiliate of Tenant, Tenant
          shall at all times remain directly, primarily and fully responsible
          and liable for the payment of the rent herein specified and for
          compliance with all of its other obligations under the terms,
          provisions and covenants of this Lease. Tenant shall deliver to
          Landlord a copy of each assignment or sublease entered into by Tenant
          promptly after the execution thereof. No assignee or sublessee of the
          Premises or any portion thereof may assign or sublet the Premises or
          any portion thereof. Consent by Landlord to one or more assignments or
          sublettings shall not operate as a waiver of Landlord's rights as to
          any subsequent assignments and/or sublettings. All reasonable legal
          fees and expenses incurred by Landlord in connection with any
          assignment or sublease proposed by Tenant will be the responsibility
          of Tenant and will be paid by Tenant within forty-five (45) days after
          receipt of an invoice from Landlord. Upon the occurrence of an "event
          of default" (hereinafter defined), if the Premises or any part thereof
          are then sublet, Landlord, in addition to any other remedies herein
          provided or provided by law, may at its option collect directly from
          such subtenant all rents becoming due to Tenant under such sublease
          and apply such rent against any sums due to Landlord from Tenant
          hereunder, and no such collection shall be construed to constitute a
          novation or a release of Tenant from the further performance of
          Tenant's obligations hereunder. A collateral assignment of this Lease
          in connection with the collateral assignment of all assets of Tenant
          (including, without limitation the collateral assignment of all other
          leases then held by Tenant as tenant thereunder) to an institutional
          lender or lenders that are not in any way related to Tenant shall not
          be a violation of this Section 11.a. provided (i) Tenant shall not be
          released from liability under

                                       20
<Page>

          this Lease following any foreclosure or transfer in lieu of
          foreclosure of this Lease to such lender or any purchaser of same and
          (ii) such collateral assignment must secure a loan that directly
          relates to the operations of Tenant and not solely to any of its
          affiliates or subsidiaries.

     b.   ASSIGNMENT AND SUBLETTING TO AFFILIATES. Tenant may assign its entire
          interest under this Lease, without the consent of Landlord, to (i) an
          affiliate, subsidiary, or parent of Tenant, or a corporation,
          partnership or other legal entity wholly owned by Tenant
          (collectively, an "AFFILIATED PARTY"), or (ii) a successor to Tenant
          by purchase, merger, consolidation or reorganization, provided that
          all of the following conditions are satisfied (each such Transfer a
          "PERMITTED TRANSFER"):

          (i)    Tenant is not in default under this Lease beyond any applicable
                 notice and cure period;

          (ii)   the permitted use does not allow the Premises to be used for
                 retail purposes except to the limited extent set forth in
                 Section 3.a. of this Lease;

          (iii)  Tenant shall give Landlord written notice at least 10 days
                 prior to the effective date of the proposed Permitted Transfer;

          (iv)   with respect to a proposed Permitted Transfer to an Affiliated
                 Party, the proposed transferee will have a net worth equal to
                 or greater than Tenant's net worth at the date of this Lease;
                 and

          (v)    with respect to a purchase, merger, consolidation or
                 reorganization or any Permitted Transfer which results in
                 Tenant ceasing to exist as a separate legal entity, (a)
                 Tenant's successor shall own all or substantially all of the
                 assets of Tenant, and (b) Tenant's successor shall have a net
                 worth which is at least to Tenant's net worth on the date of
                 this Lease.

          Tenant's notice to Landlord shall include information and
          documentation showing that each of the above conditions has been
          satisfied. If requested by Landlord, Tenant's successor shall sign a
          commercially reasonable form of assumption agreement. As used herein,
          (A) "parent" shall mean a company which owns a majority of Tenant's
          voting equity; (B) "subsidiary" shall mean an entity wholly owned by
          Tenant or at least 51% of whose voting equity is owned by Tenant; and
          (C) "affiliate" shall mean an entity controlled by, controlling or
          under common control with Tenant. Notwithstanding the foregoing, if
          any parent, affiliate or subsidiary to which this Lease has been
          assigned or transferred subsequently sells or transfers its voting
          equity or its interest under this Lease OTHER THAN to a parent,
          subsidiary or affiliate of the selling/transferring entity, such sale
          or transfer shall be deemed to be a Transfer requiring the consent of
          Landlord hereunder.

     c.   NOTICE OF PROPOSED SUBLEASE OR ASSIGNMENT. If Tenant shall propose to
          sublet or assign this Lease, it shall so notify Landlord in writing
          not less than thirty (30) days prior to the date of the proposed
          assignment or subletting, such notice setting forth the name of the
          proposed subtenant or assignee, the term, use, rental rate and other
          particulars of the proposed subletting or assignment, including
          without limitation, proof satisfactory to

                                       21
<Page>

          Landlord that the proposed subtenant or assignee is financially
          responsible and will immediately occupy and thereafter use the entire
          Premises (or any sublet portion thereof) for the remaining Term of
          this Lease (or for the entire term of the sublease, if shorter).

     d.   LANDLORD'S CANCELLATION OPTION. Landlord shall have the option, in the
          event of any proposed assignment or subletting (except a Permitted
          Transfer or a proposed sublease of the entire Premises to a party that
          will operate Tenant's business in the Premises (provided the exclusion
          of such operators from Landlord's termination right does not in any
          way change the requirement that Tenant obtain Landlord's prior written
          consent to the sublease of the entire Premises to such entity)), to
          cancel this Lease (or in Landlord's sole discretion, only the portion
          of the Lease covered by the proposed sublease or assignment) as of the
          date the subletting or assignment described in Tenant's notice is to
          be effective. The option shall be exercised, if at all, by Landlord's
          giving Tenant written notice thereof within twenty (20) days following
          Landlord's receipt of Tenant's written request for Landlord's approval
          of a sublease or assignment. Tenant may, for ten (10) business days
          following receipt of Landlord's termination notice, withdraw its
          request for Landlord's approval of the sublease or assignment and if
          Landlord receives Tenant's written withdrawal notice within ten (10)
          business days after Tenant's receipt of Landlord's termination notice,
          the termination shall be void and of no further effect and the request
          for Landlord approval of the assignment or sublease shall be void and
          shall not proceed with such assignment or sublease. Upon any such
          cancellation Tenant shall pay to Landlord all costs or charges which
          are the responsibility of Tenant hereunder, and Tenant shall, at
          Tenant's own cost and expense, reimburse Landlord for all then
          unamortized commissions, Additional Improvements costs and Excess
          Costs (the calculation of which is more particularly set forth in
          Section 1 regarding Tenant's termination options under this Lease).
          Further, upon any such cancellation Landlord and Tenant shall have no
          further obligations or liabilities to each other under this Lease,
          except with respect to obligations or liabilities which accrue
          hereunder, as of such cancellation date in the same manner as if such
          cancellation date were the date originally fixed for the expiration of
          the Term hereof. Without limitation, Landlord may lease the Premises
          to the prospective subtenant or assignee, without liability to the
          Tenant. Landlord's failure to exercise any right hereunder shall not
          waive Landlord's right as to any subsequent proposed sublease or
          assignment, nor shall any such failure be deemed to constitute
          Landlord's approval of the proposed sublease or assignment. Regardless
          of whether Landlord terminates this Lease, Landlord may negotiate
          directly with any proposed assignee or subtenant regarding available
          space in the Building or in other buildings.

     e.   LANDLORD'S APPROVAL. If Landlord does not cancel this Lease, Landlord
          shall, within ten (10) business days after Landlord's receipt of
          Tenant's written request to the proposed assignment or sublease,
          notify Tenant whether Landlord consents or withholds its consent to
          the proposed sublease or assignment, which consent may be withheld in
          Landlord's reasonable discretion. If Landlord fails to so notify
          Tenant within such ten (10) business day period, Landlord shall be
          deemed not to have consented to such assignment or sublease.

     f.   RENTALS FROM SUBLEASE OR ASSIGNMENT. To the extent the rentals or
          income derived from any sublease or assignment exceed the rentals due
          hereunder, fifty percent (50%) of

                                       22
<Page>

          such excess rentals and income (after payment of reasonable and
          customary third party out of pocket costs actually paid by Tenant in
          connection with such assignment or sublease, evidence of which shall
          be provided to Landlord) shall be the property of and paid over to
          Landlord in consideration for Landlord's consent to the applicable
          assignment or sublease and shall be considered to be additional Base
          Rent due hereunder.

     g.   ASSIGNMENT BY LANDLORD PERMITTED. Landlord shall have the right to
          transfer and assign, in whole or in part, any of its rights under this
          Lease, and in the Building and the Project, and Landlord shall by
          virtue of such transfer or assignment be released from such
          obligations accruing after the date of such transfer or assignment.
          The successor to Landlord shall assume all obligations of Landlord to
          the Broker, as defined below in Section 28, which obligations are
          evidenced by separate written agreements with each of the Brokers and
          some of the commissions relating to this Lease are payable at a later
          date in connection with the Contraction Option.

12.  INSURANCE; FIRE AND CASUALTY DAMAGE; WAIVER OF SUBROGATION.

     a.   LANDLORD'S INSURANCE. Landlord agrees to maintain standard all-risk
          property insurance covering the Building in an amount not less than
          the full replacement cost thereof. Such insurance shall be for the
          sole benefit of Landlord and under its sole control. Any insurance
          provided for in this subparagraph 12(a) may be affected by
          self-insurance or by a policy or policies of blanket insurance
          covering additional items or locations or assureds.

     b.   TENANT'S INSURANCE. Tenant, at its expense, shall procure and maintain
          during the Term of this Lease special form all risk property insurance
          covering the full replacement cost of all property and improvements
          installed or placed in the Premises, including without limitation the
          tenant improvements described in EXHIBIT D attached hereto; worker's
          compensation insurance with no less that the minimum limits required
          by law and employer's liability insurance with a minimum limit of One
          Million and 00/100 Dollars ($1,000,000.00) per occurrence. Tenant
          shall also, at Tenant's sole cost and expense, for the benefit of
          Landlord, Landlord's manager and Tenant, maintain comprehensive
          commercial general liability insurance with broad liability
          endorsement against claims for personal injury, death or property
          damage occurring upon, in or about the Premises. Such insurance shall
          afford protection to Landlord, its managing agent and Tenant to the
          limit of not less than Three Million and 00/100 Dollars
          ($3,000,000.00) per occurrence, and Three Million and 00/100 Dollars
          ($3,000,000.00) aggregate, combined single limit bodily injury and
          property damage. Such policies of insurance shall insure on an
          occurrence and not a claims-made basis, be written in companies
          reasonably satisfactory to Landlord, name Landlord, Landlord's
          directors, officers, members, shareholders, agents and employees as
          additional insureds thereunder, not be cancelable unless 30 days prior
          written notice shall have been given to Landlord, and such policies,
          or a memorandum or certificate of such insurance, shall, prior to
          Tenant taking possession of the Premises, 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. Further, the commercial liability,
          shall be issued by insurance companies which are reasonably acceptable
          to Landlord. At such time as

                                       23
<Page>

          insurance limits required of tenants in similar buildings in the area
          in which the Building is located are generally increased to greater
          amounts, Landlord shall have the right to require by written notice to
          Tenant such greater limits as may then be customary. Tenant agrees to
          include in such policy the contractual liability coverage insuring
          Tenant's indemnification obligations provided for herein. Tenant's
          liability coverage shall be deemed primary to any liability coverage
          secured by Landlord.

     c.   CASUALTY. If the Premises or the Building (including machinery or
          equipment used in its operation) shall be damaged by fire or other
          casualty and if such damage does not render all or a substantial
          portion of the Premises or the Building untenantable, then Landlord
          shall repair and restore the same with reasonable promptness, subject
          to reasonable delays for insurance adjustments and delays caused by
          matters beyond Landlord's reasonable control, but Landlord shall not
          be obligated to expend therefor an amount in excess of the proceeds of
          insurance recovered with request thereto. If any such damage renders
          all or a substantial portion of the Premises or the Building
          untenantable, Landlord shall, within sixty (60) days of such damage or
          destruction, deliver to Tenant an estimate of the duration of the
          period in which the Premises will be untenantable, as reasonably
          determined by Landlord. If such estimated period shall be for more
          than one hundred eighty (180) days from the date of such damage, then
          Landlord, or Tenant if in addition thereto at least fifty percent
          (50%) of the Premises is untenantable, shall have the right to
          terminate this Lease (with appropriate prorations of rent being made
          for Tenant's possession subsequent to the date of such damage of those
          tenantable portions of the Premises) upon giving written notice to the
          other within fifteen (15) days after the delivery to Tenant of
          Landlord's repair estimate. Unless this Lease is terminated as
          provided in the preceding sentence and so long as such damage does not
          result from Tenant's fault or neglect, Landlord shall proceed with
          reasonable promptness to repair and restore the Premises, subject to
          reasonable delays for insurance adjustments and delays caused by
          matters beyond Landlord's reasonable control, but Landlord shall not
          be obligated to expend therefor an amount in excess of the proceeds of
          insurance recovered with request thereto. Landlord shall have no
          liability to Tenant, and Tenant shall not be entitled to terminate
          this Lease by virtue of any delays in completion of such repairs and
          restoration, provided Tenant may terminate this Lease if the repairs
          are not completed within one hundred eighty (180) days from the date
          of the damage, provided the 180 days shall be extended for force
          majeure and Tenant Delays. Rent, however, shall abate on those
          portions of the Premises as are, from time to time, untenantable as a
          result of such damage (except fires or casualties resulting from
          Tenant's fault or neglect). Notwithstanding anything to the contrary
          herein set forth, Landlord shall have no duty pursuant to this
          Paragraph 12(c) to repair or restore any portion of the alterations,
          additions or improvements in the Premises or the decoration thereto
          except to the extent that such alterations, additions, improvements
          and decoration were installed by Landlord. Notwithstanding Landlord's
          restoration obligation, in the event any mortgagee under a deed to
          secure debt, security agreement or mortgage on the Building should
          require that the insurance proceeds be used to retire or reduce the
          mortgage debt or if the insurance company issuing Landlord's fire and
          casualty insurance policy fails or refuses to pay Landlord the
          proceeds under such policy, Landlord shall have no obligation to
          rebuild and this Lease shall terminate as of the later of (i) the date
          of such casualty or (ii) if a portion of the Premises is occupied by
          Tenant upon thirty days (30) prior written notice by Landlord to
          Tenant. Notwithstanding anything

                                       24
<Page>

          herein to the contrary, Tenant shall be responsible for the repair and
          replacement of the Tenant Alterations and all of Tenant's personal
          property in the Premises.

     d.   WAIVER OF SUBROGATION. Notwithstanding anything to the contrary set
          forth in this Lease, Landlord and Tenant hereby waive any rights they
          may have against the other (including, but not limited to, a direct
          action for damages) on account of any loss or damage occasioned to
          Landlord or Tenant, as the case may be, TO THEIR RESPECTIVE PROPERTY,
          THE PREMISES, ITS CONTENTS OR TO ANY OTHER PORTION OF THE BUILDING OR
          THE PROJECT ARISING FROM ANY RISK (WITHOUT REGARD TO THE AMOUNT OF
          COVERAGE OR THE AMOUNT OF DEDUCTIBLE) COVERED BY OR WHICH WOULD BE
          COVERED BY THE ALL RISK REPLACEMENT COST PROPERTY INSURANCE REQUIRED
          TO BE CARRIED BY TENANT AND LANDLORD, RESPECTIVELY, UNDER
          SUBPARAGRAPHS 12(a) AND 12(b) ABOVE (EVEN IF (i) SUCH LOSS OR DAMAGE
          IS CAUSED BY THE FAULT, NEGLIGENCE OR OTHER TORTIOUS CONDUCT, ACTS OR
          OMISSIONS OF THE RELEASED PARTY OR THE RELEASED PARTY'S DIRECTORS,
          MEMBERS, EMPLOYEES, AGENTS OR INVITEES, OR (ii) THE RELEASED PARTY IS
          STRICTLY LIABLE FOR SUCH LOSS OR DAMAGE). The foregoing waiver shall
          be effective even if either or both parties fail to carry the
          insurance required by subparagraphs 12(a) and 12(b) above. Each party
          to this Lease agrees immediately to give to each such insurance
          company written notification of the terms of the mutual waivers
          contained in this Paragraph and to have said insurance policies
          properly endorsed, if necessary, to prevent the invalidation of said
          insurance coverage by reason of said waivers.

13.  LIABILITY.

     a.   TENANT'S INDEMNITY. SUBJECT TO LANDLORD'S EXPRESS WAIVERS UNDER
          PARAGRAPH 12(d) ABOVE, TENANT AGREES TO INDEMNIFY AND SAVE LANDLORD
          AND LANDLORD'S DIRECTORS, OFFICERS, MEMBERS, SHAREHOLDERS, AGENTS AND
          EMPLOYEES HARMLESS AGAINST AND FROM ANY AND ALL CLAIMS BY OR ON BEHALF
          OF ANY PERSON OR PERSONS, FIRM OR FIRMS, CORPORATION OR CORPORATIONS,
          ARISING FROM 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 THE TERMS OF THIS LEASE, OR ARISING FROM THE
          USE OF THE PREMISES OR ANY ACT OR NEGLIGENCE ON THE PART OF TENANT OR
          ITS AGENTS, CONTRACTORS, SERVANTS, EMPLOYEES, INVITEES OR LICENSEES,
          OR ARISING FROM ANY ACCIDENT, INJURY OR DAMAGE TO THE EXTENT CAUSED BY
          TENANT, ITS AGENTS, AND EMPLOYEES TO ANY PERSON, FIRM OR CORPORATION
          OCCURRING DURING THE TERM OF THIS LEASE OR ANY RENEWAL THEREOF, IN OR
          ABOUT THE PREMISES AND PROJECT, AND FROM AND AGAINST ALL COSTS,
          REASONABLE COUNSEL FEES, EXPENSES AND LIABILITIES INCURRED IN OR ABOUT
          ANY SUCH CLAIM OR ACTION OR PROCEEDING BROUGHT THEREON. Tenant, upon
          request from Landlord, covenants to resist or defend such action or
          proceeding by counsel reasonably satisfactory to Landlord.
          Notwithstanding the foregoing, Tenant shall not be required to
          indemnify Landlord for, and does not waive, claims to the extent
          caused by the gross negligence or willful misconduct of Landlord.

                                       25
<Page>

     b.   LANDLORD'S INDEMNITY. SUBJECT TO TENANT'S EXPRESS WAIVERS UNDER
          PARAGRAPH 12(d) ABOVE, LANDLORD AGREES TO INDEMNIFY AND SAVE TENANT
          AND TENANT'S DIRECTORS, OFFICERS, MEMBERS, SHAREHOLDERS, AGENTS AND
          EMPLOYEES HARMLESS AGAINST AND FROM ANY AND ALL CLAIMS BY OR ON BEHALF
          OF ANY PERSON OR PERSONS, FIRM OR FIRMS, CORPORATION OR CORPORATIONS,
          ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD OR
          ITS AGENTS, AND ARISING IN OR ABOUT THE BUILDING (EXCLUDING THE
          PREMISES), AND FROM AND AGAINST ALL COSTS, REASONABLE COUNSEL FEES,
          EXPENSES AND LIABILITIES INCURRED IN OR ABOUT ANY SUCH CLAIM OR ACTION
          OR PROCEEDING BROUGHT THEREON. Landlord, upon request from Tenant,
          covenants to resist or defend such action or proceeding by counsel
          reasonably satisfactory to Tenant. Notwithstanding the foregoing,
          Landlord shall not be required to indemnify Tenant for, and does not
          waive, claims to the extent caused by the negligence or willful
          misconduct of Tenant.

     c.   WAIVER. TENANT AGREES, TO THE EXTENT NOT EXPRESSLY PROHIBITED BY LAW,
          THAT LANDLORD AND LANDLORD'S DIRECTORS, OFFICERS, MEMBERS,
          SHAREHOLDERS, AGENTS, EMPLOYEES AND SERVANTS SHALL NOT BE LIABLE, AND
          TENANT WAIVES ALL CLAIMS FOR DAMAGE TO PROPERTY AND BUSINESS SUSTAINED
          DURING THE TERM OF THIS LEASE BY TENANT OCCURRING IN OR ABOUT THE
          PROJECT, RESULTING DIRECTLY OR INDIRECTLY FROM ANY EXISTING OR FUTURE
          CONDITION, DEFECT, MATTER OR THING IN THE PREMISES, THE PROJECT, OR
          ANY PART THEREOF, OR FROM EQUIPMENT OR APPURTENANCES BECOMING OUT OF
          REPAIR OR FROM ACCIDENT, OR FROM ANY OCCURRENCE OR ACT OR OMISSION OF
          LANDLORD AND LANDLORD'S DIRECTORS, OFFICERS, MEMBERS, SHAREHOLDERS,
          AGENTS, EMPLOYEES OR SERVANTS, OR ANY TENANT OR OCCUPANT OF THE
          PROJECT OR ANY OTHER PERSON. THIS PARAGRAPH SHALL APPLY ESPECIALLY,
          BUT NOT EXCLUSIVELY, TO DAMAGE CAUSED AS AFORESAID OR BY THE FLOODING
          OF SUBSURFACE AREAS, OR BY REFRIGERATORS, SPRINKLING DEVICES, AIR
          CONDITIONING APPARATUS, WATER, SNOW, FROST, STEAM, EXCESSIVE HEAT OR
          COLD, FALLING PLASTER, BROKEN GLASS, SEWAGE, GAS, ODORS OR NOISE, OR
          THE BURSTING OR LEAKING OF PIPES OR PLUMBING FIXTURES, AND SHALL APPLY
          EQUALLY, WHETHER ANY SUCH DAMAGE RESULTS FROM THE ACT OR OMISSION OF
          OTHER TENANTS OR OCCUPANTS IN THE BUILDING OR ANY OTHER PERSONS, AND
          WHETHER SUCH DAMAGE BE CAUSED BY OR RESULT FROM ANY OF THE AFORESAID,
          OR SHALL BE CAUSED BY OR RESULT FROM OTHER CIRCUMSTANCES OF A SIMILAR
          OR DISSIMILAR NATURE, NOR SHALL LANDLORD BE LIABLE TO TENANT FOR ANY
          LOSS OR DAMAGE THAT MAY BE OCCASIONED BY OR THROUGH THE ACTS OR
          OMISSIONS OF OTHER TENANTS OF THE BUILDING OR OF ANY OTHER PERSONS
          WHOMSOEVER, INCLUDING, BUT NOT LIMITED TO RIOT, STRIKE, INSURRECTION,
          WAR, COURT ORDER, REQUISITION, ORDER OF ANY GOVERNMENTAL BODY OR
          AUTHORITY, ACTS OF GOD, FIRE OR THEFT. NOTWITHSTANDING THE FOREGOING,
          TENANT DOES NOT WAIVE CLAIMS TO THE EXTENT CAUSED BY THE GROSS
          NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD.

     d.   SURVIVAL. The provisions of this Paragraph 13 shall survive the
          expiration or sooner termination of this Lease.

     e.   LIMITATION OF LANDLORD'S LIABILITY. If Tenant shall recover a money
          judgment against Landlord, such judgment shall be satisfied only out
          of the right, title and interest of Landlord in the Project (including
          insurance proceeds) as the same may then be encumbered and Landlord
          shall not be liable for any deficiency. If Landlord is found to be in
          default hereunder by reason of its failure to give a consent that it
          is required to give hereunder, Tenant's sole remedy will be an action
          for specific performance or injunction.

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          The foregoing sentence shall in no event be construed as mandatorily
          requiring Landlord to give consents under this Lease. In no event
          shall Landlord be liable to Tenant for consequential or special
          damages by reason of a failure to perform (or a default) by Landlord
          hereunder or otherwise. In no event shall Tenant have the right to
          levy execution against any property of Landlord other than its
          interest in the Project as hereinbefore expressly provided.

14.  CONDEMNATION.

     a.   TERMINATION FOR TAKING. If sixty percent (60%) or more of the Premises
          should be taken for any public or quasi-public use under governmental
          law, ordinance or regulation, or by right of eminent domain, or by
          private purchase in lieu thereof (a "TAKING") or if the Taking would
          prevent or materially interfere with the use of the Premises for the
          purpose for which they are being used, either Landlord or Tenant shall
          be entitled to terminate this Lease effective when the physical taking
          of said Premises shall occur by delivering written notice of such
          termination to the other party within ninety (90) days after the date
          of the Taking.

     b.   RENT ADJUSTMENT. If part of the Premises shall be subject to a Taking,
          and this Lease is not terminated as provided in the subparagraph
          above, this Lease shall not terminate but the rent payable hereunder
          during the unexpired portion of the Lease Term shall be reduced to
          such extent as may be fair and reasonable under all of the
          circumstances.

     c.   LANDLORD'S TERMINATION RIGHT. If the Project or any portion thereof
          that, in Landlord's reasonable opinion, is necessary to the continued
          efficient and/or economically feasible use of the Project shall be
          subject to a Taking, then this Lease shall, at the option of Landlord,
          terminate, effective when the physical taking of the Premises shall
          occur.

     d.   AWARD. Landlord shall receive the entire award (which shall include
          sales proceeds) payable as a result of a condemnation, taking or sale
          in lieu thereof. Tenant hereby expressly assigns to Landlord any and
          all right, title and interest of Tenant now or hereafter arising in
          and to any such award. Tenant shall, however, have the right to
          recover from such authority through a separate award which does not
          reduce Landlord's award, any compensation as may be awarded to Tenant
          on account of moving and relocation expenses and depreciation to and
          removal of Tenant's physical property.

15.  RELOCATION. Landlord shall not have the right to relocate Tenant.

16.  SURRENDER AND HOLDING OVER.

     a.   SURRENDER AND HOLDOVER. At the termination of this Lease by lapse of
          time or otherwise, Tenant will deliver immediate possession to
          Landlord. In the event Tenant or any party under Tenant claiming
          rights to this Lease, retains possession of the Premises after the
          expiration or earlier termination of this Lease, Tenant (or such other
          party) shall be a tenant at sufferance and not a tenant at will and
          shall be entitled to receive no notice of the termination of its
          tenancy pursuant to OFFICIAL CODE OF GEORGIA ANNOTATED Section 44-7-7;
          such parties shall be subject to immediate eviction and removal and
          Tenant or any such party shall pay Landlord as rent for the period of
          such holdover an amount equal to 1.5 times the

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          Base Rent in effect immediately preceding expiration or termination,
          as applicable, prorated on a daily basis, plus Tenant's Proportionate
          Share of the Operating Expenses. In such event, Tenant shall also be
          liable to Landlord for its actual, direct or consequential damages
          suffered or incurred by Landlord, including any claim made by any
          succeeding tenant of the Premises on account of such holdover by
          Tenant. The rent during such holdover period shall be payable to
          Landlord from time to time on demand; provided, however, if no demand
          is made during a particular month, holdover rent accruing during such
          month shall be paid in accordance with the provisions of Paragraphs 2
          and 4 above. Tenant will vacate the Premises and deliver same to
          Landlord immediately upon Tenant's receipt of notice from Landlord to
          so vacate. No holding over by Tenant, whether with or without consent
          of Landlord, shall operate to extend the Term of this Lease; no
          payments of money by Tenant to Landlord after the expiration or
          earlier termination of this Lease shall reinstate, continue or extend
          the Term of this Lease; and no extension of this Lease after the
          expiration or earlier termination thereof shall be valid unless and
          until the same shall be reduced to writing and signed by both Landlord
          and Tenant. If Landlord elects to cause Tenant to be ejected from the
          Premises through judicial process, Tenant agrees that Landlord will
          not be required to deliver Tenant more than one (1) days' notice to
          vacate prior to Landlord's filing of a "dispossessory proceeding"
          suit. In addition, Tenant agrees that Landlord shall be entitled to
          the payment of its reasonable legal fees in the event that Landlord
          prevails in a dispossessory proceeding action brought by Landlord.

     b.   ABANDONED PROPERTY. All personal property of Tenant (including,
          without limitation, the Installed Equipment, as defined in EXHIBIT D
          attached hereto) remaining in the Premises after the termination or
          expiration of the Lease Term or after the abandonment of the Premises
          by Tenant may be treated by Landlord as having been abandoned by
          Tenant and Landlord may, at its option, thereafter take possession of
          such property and either (a) declare same to be the property of
          Landlord, in which event Tenant shall have no right to reclaim such
          property and Landlord shall have no liability to Tenant with respect
          to such property, or (b) at the cost and expense of Tenant, store
          and/or dispose of such property in any manner and for whatever
          consideration, Landlord, in its sole discretion, shall deem advisable.
          Tenant shall be presumed conclusively to have abandoned the Premises
          if Tenant has failed to make rental payments as due. The rights
          granted to Landlord under this Section 16b. shall be in addition to
          any rights it may now or hereafter have as a lien holder and secured
          party.

17.  QUIET ENJOYMENT. Provided Tenant timely pays rent hereunder and observes
and performs all of the covenants, conditions and provisions on Tenant's part to
be observed and performed hereunder, Tenant shall have the quiet possession of
the Premises for the entire Term hereof, subject to all of the provisions of
this Lease and all laws to which the Project is subject and subject to all
restrictive covenants and other exceptions listed in the Policy of Title
Insurance Number FA-33-218950 issued to Landlord by First American Title
Insurance Company on February 25, 2000, (the "TITLE POLICY") a copy of which has
been provided to Tenant and a copy of which is attached hereto as EXHIBIT L..

18.  EVENTS OF DEFAULT. The following events shall be events of default by
Tenant under this Lease:

     a.   Tenant shall fail to pay any installment of the rent herein reserved
          when due, or any payment with respect to operating expenses hereunder
          when due, or any other payment or reimbursement to Landlord required
          herein when, due, and such failure shall continue

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          for a period of five (5) days from the date of Landlord's notice of
          same to Tenant, provided only two such grace periods shall be given in
          any twelve month period and no notice of the delinquent payment shall
          be required.

     b.   Tenant shall become insolvent, or shall make a transfer in fraud of
          creditors, or shall make an assignment for the benefit of creditors.

     c.   Tenant shall file a petition under any section or chapter of the
          Federal Bankruptcy Code, as amended, or under any similar law or
          statute of the United States or any State thereof: or Tenant shall be
          adjudged bankrupt or insolvent in proceedings filed against Tenant
          thereunder.

     d.   A receiver or trustee shall be appointed for all or substantially all
          of the assets of Tenant.

     e.   A petition described in Sections 18b. or 18.c. is filed against Tenant
          on an involuntary basis and is not dismissed within sixty (60) days.

     f.   Tenant shall desert or vacate any substantial portion of the Premises
          unless Tenant otherwise complies with all of the other requirements in
          this Lease (including, without limitation, all maintenance and repair
          obligations) and Tenant provides a guard for the Premises on a 24 hour
          per day, seven (7) day per week basis.

     g.   Tenant shall fail to comply with any term, provision or covenant of
          this Lease (other than the foregoing in this Paragraph 18), and shall
          not cure such failure within thirty (30) days after written notice
          thereof to Tenant, provided it such failure is not capable of being
          cured using diligent efforts, Tenant shall fail to diligently pursue
          the cure of such failure and, in any event, should fail to cure such
          item within a total of 120 days.

19.  REMEDIES. Upon the occurrence of any such events of default described in
Paragraph 18 hereof, Landlord shall have the option to pursue any remedies
available under this Lease or available at law or in equity, including without
limitation, one or more of the following remedies without any notice or demand
whatsoever except as expressly provided in this Section:

     a.   TERMINATION OF LEASE. Terminate this Lease by giving Tenant notice of
          such termination, in which event, Tenant shall immediately surrender
          the Premises to Landlord, and if Tenant fails to do so, Landlord may,
          without prejudice to any other remedy which it may have for possession
          or arrearages in rent, enter upon and take possession of the Premises
          and expel or remove Tenant and any other person who may be occupying
          such Premises or any part thereof, by force if necessary, without
          being liable for prosecution or any claim of damages therefor. Tenant
          shall remain liable for all obligations under this Lease to the
          maximum extent permitted by applicable law.

     b.   COLLECTION OF DAMAGES. Landlord shall be entitled to recover all loss
          and damage Landlord may suffer by reason of such default whether or
          not the Lease is terminated by Landlord, whether through inability to
          relet the Premises on satisfactory terms or otherwise, recognizing
          that the following and any other damages set forth in this Lease shall
          not be deemed to be a penalty but shall merely constitute payment of
          liquidated damages, it being difficult, if not impossible, to
          determine the actual damages to Landlord

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          for such breach, including without limitation, the following (without
          duplication of any element of damages):

          (i)    accrued rent then due and payable and late charges, brokers'
                 fees and commissions, attorneys' fees, moving allowances and
                 any other costs incurred by Landlord in connection with making
                 or executing this Lease, the cost of recovering the Premises
                 and the costs of reletting the Premises (including, without
                 limitation, advertising costs, brokerage fees, leasing
                 commissions, reasonable attorneys' fees and refurbishing costs
                 and other costs in readying the Premises for a new tenant). The
                 foregoing shall not be discounted to present value or reduced
                 by the present value of the reasonable market rental value of
                 the Premises for the balance of the Lease Term; and

          (ii)   the present value of the rent (excluding the portion of the
                 rent that represents amortized cost of any tenant improvements
                 and commissions) (discounted at a rate of interest equal to
                 eight percent [8%] per annum [the "DISCOUNT RATE"]) that would
                 have accrued under this Lease for the balance of the Lease Term
                 but for such termination, reduced by the present value of the
                 reasonable fair market rental value of the Premises for such
                 balance of the Lease Term (discounted at the Discount Rate) (in
                 calculating the fair market rental value, all relevant factors
                 shall be considered, including, without limitation, (A) the
                 length of the term remaining in the Term, (B) the then current
                 market conditions in the South Atlanta industrial submarket,
                 (C) the likelihood of reletting the Premises for a period of
                 time equal to or exceeding the remaining term of the Lease, (D)
                 the net effective rental rates then being obtained by landlords
                 for similar type space in Comparable Buildings (E) the vacancy
                 levels in the South Atlanta industrial submarket, (F) current
                 levels of construction that will be completed during the
                 remainder of the Term and how the construction will likely
                 affect the vacancy and rental rates, and (G) inflation.
                 Notwithstanding the foregoing, following such default, if
                 Landlord elects not to terminate this Lease, Landlord may elect
                 not to reduce the amounts set forth in this subsection by the
                 present value of the reasonable fair market rental value of the
                 Premises for such balance of the Lease Term but shall instead
                 deliver to Tenant all base rents received by Landlord from
                 other tenants or subtenants for the Premises during the
                 remainder of the Term, less all costs, expenses and incurred by
                 Landlord in connection with Tenant's default hereunder but not
                 yet reimbursed by Tenant (provided the sums paid to Tenant
                 shall never exceed the actually paid by Tenant to Landlord
                 pursuant to this subparagraph (ii); and

          (iii)  the present value of the portion of the rent that represents
                 the amortized cost of any tenant improvements and commissions
                 (excluding the portion of the rent that does not represent
                 amortized cost of any tenant improvements and commissions)
                 (discounted at a rate of interest equal to eight percent [8%]
                 per annum [the "DISCOUNT RATE"]) that would have accrued under
                 this Lease for the balance of the Lease Term but for such
                 termination. The foregoing items shall not be reduced by the
                 present value of the reasonable fair market rental value of the
                 Premises for such balance of the Lease Term.

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     c.   TERMINATION OF POSSESSION. Without judicial process, immediately
          terminate Tenant's right of possession of the Premises (whereupon all
          obligations and liability of Landlord hereunder shall terminate), but
          not terminate this Lease, and, without notice, demand or liability,
          enter upon the Premises or any part thereof, take absolute possession
          of the same, expel or remove Tenant and any other person or entity who
          may be occupying the Premises and change the locks. If Landlord
          terminates Tenant's possession of the Premises under this subparagraph
          19(b), (i) Landlord shall have no obligation whatsoever to tender to
          Tenant a key for new locks installed in the Premises, (ii) Tenant
          shall have no further right to possession of the Premises and (iii)
          Landlord will have the right to relet the Premises or any part thereof
          on such terms as Landlord deems advisable, taking into account the
          factors described in subparagraph 19(d). Any rent received by Landlord
          from reletting the Premises or a part thereof shall be applied first,
          to the payment of any amounts other than rent due hereunder from
          Tenant to Landlord (in such order as Landlord shall designate),
          second, to the payment of the reletting expenses (which shall mean the
          product of the expenses of reletting, including, without limitation,
          refurbishing costs, reasonable attorneys' fees, advertising costs,
          brokerage fees, leasing commissions and other reasonably necessary
          expenses, multiplied by a fraction, the numerator of which is the
          number of months then remaining in the Term of this Lease at the time
          of the default and the denominator of which is the total number of
          months in the new tenant's lease) and third, to the payment of rent
          due and unpaid hereunder (in such order as Landlord shall designate),
          and Tenant shall satisfy and pay to Landlord any deficiency upon
          demand therefor from time to time. Landlord shall not be responsible
          or liable for any failure to relet the Premises or any part thereof or
          for any failure to collect any rent due upon any such reletting. No
          such re-entry or taking of possession of the Premises by Landlord
          shall be construed as an election on Landlord's part to terminate this
          Lease unless a written notice of such termination is given to Tenant
          pursuant to subparagraph 19(a) above. If Landlord relets the Premises
          after the termination of this Lease, all such rentals received from
          such lease shall be and remain the exclusive property of Landlord and
          Tenant shall not be, at any time, entitled to recover any such rental.
          Landlord may at any time after a reletting elect to terminate this
          Lease.

     d.   ENTER UPON PREMISES. Without judicial process and without having any
          liability therefor, enter upon the Premises and do whatever Tenant is
          obligated to do under the terms of this Lease and Tenant agrees to
          reimburse Landlord on demand for any expenses which Landlord may incur
          in effecting compliance with Tenant's obligations under this Lease.

     e.   RELETTING THE PREMISES. For purposes of determining any recovery of
          rent or damages by Landlord that depends upon what Landlord could
          collect by using reasonable efforts to relet the Premises, whether the
          determination is required under subparagraph 19(b) or otherwise, it is
          understood and agreed that:

          (i)    Landlord may reasonably elect to lease other comparable,
                 available space in the Building, if any, before reletting the
                 Premises.

          (ii)   Landlord may reasonably decline to incur out-of-pocket costs to
                 relet the Premises, other than customary leasing commissions
                 and legal fees for the negotiation of a lease with a new
                 tenant.

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          (iii)  Landlord may reasonably decline to relet the Premises at rental
                 rates below then prevailing market rental rates, because of the
                 negative impact lower rental rates would have on the value of
                 the Building and because of the uncertainty of actually
                 receiving from Tenant the greater damages that Landlord would
                 suffer from and after reletting at the lower rates.

          (iv)   Before reletting the Premises to a prospective tenant, Landlord
                 may reasonably require the prospective tenant to demonstrate
                 the same financial condition that Landlord would require as a
                 condition to leasing other space in the Project to the
                 prospective tenant.

          (v)    Listing the Premises with a broker in a manner consistent with
                 parts (i) through (iv) above shall constitute prima facie
                 evidence of reasonable efforts on the part of Landlord to relet
                 the Premises.

     f.   LATE CHARGE AND INTEREST. In the event Tenant fails to pay any
          installment of Base Rent, Operating Expense Payments, or any
          reimbursement, additional rental, or any other payment hereunder as
          and when such payment is due, to help defray the additional cost to
          Landlord for processing such late payments Tenant shall pay to
          Landlord on demand a late charge in an amount equal to five percent
          (5%) of such installment, reimbursement, additional rental or any
          other payment and the failure to pay such late charge within ten (10)
          days after demand therefor shall be an event of default hereunder. The
          late charge and/or interest shall only be assessed after expiration of
          all applicable notice and cure periods, provided, if assessed, such
          charge shall be calculated form the due date until the date paid. The
          provision for such late charge shall be in addition to all of
          Landlord's other rights and remedies hereunder or at law and shall not
          be construed as liquidated damages or as limiting Landlord's remedies
          in any manner. In addition to the foregoing, or in lieu of the
          foregoing (in Landlord's sole discretion) any such amounts Tenant
          fails to pay when due shall bear interest at the lesser of the maximum
          rate permitted by applicable law or the rate of one percent (1%) per
          month from the date due until paid and shall be immediately due and
          payable to Landlord by Tenant.

     g.   NO WAIVER. Pursuit of any of the foregoing remedies shall not preclude
          pursuit of any of the other remedies herein provided or any other
          remedies provided by law, nor shall pursuit of any remedy herein
          provided constitute a forfeiture or waiver of any rent due to Landlord
          hereunder or of any damages accruing to Landlord by reason of the
          violation of any of the terms, provisions and covenants herein
          contained. No act or thing done by the Landlord or its agents during
          the Term hereby granted shall be deemed a termination of this Lease or
          an acceptance of the surrender of the Premises, and no agreement to
          terminate this Lease or accept a surrender of said Premises shall be
          valid unless in writing signed by Landlord. No waiver by Landlord of
          any violation or breach of any of the terms, provisions and covenants
          herein contained shall be deemed or construed to constitute a waiver
          of any other violation or breach of any of the terms, provisions and
          covenants herein contained. Landlord's acceptance of the payment of
          rental or other payments hereunder after the occurrence of an event of
          default shall not be construed as a waiver of such default, unless
          Landlord so notifies Tenant in writing. Forbearance by Landlord to
          enforce one or more of the remedies herein provided upon an event of

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          default shall not be deemed or construed to constitute a waiver of
          such default or of Landlord's right to enforce any such remedies with
          respect to such default or any subsequent default. Landlord may elect
          to allow the Premises to remain vacant and collect all sums due from
          Tenant under this Lease as they become due and payable.

     h.   ATTORNEY'S FEES. Tenant must pay to Landlord on demand all attorney's
          fees, costs and expenses incurred by Landlord in recovery of any Rent
          or successful enforcement of Landlord's rights under this Lease.
          Furthermore, if Landlord or Tenant employs an attorney to assert or
          defend any action arising out of the breach of any term, covenant or
          provision of this Lease, or to bring legal action for the unlawful
          detainer of the Premises, the prevailing party shall be entitled to
          recover from the non-prevailing party reasonable attorney's fees and
          costs of suit incurred in connection therewith. For purposes of this
          SECTION 19.g, a party shall be considered to be the "prevailing party"
          to the extent that (a) such party initiated the litigation and
          substantially obtained the relief which it sought (whether by
          judgment, voluntary agreement or action of the other party, trial, or
          alternative dispute resolution process), (b) such party did not
          initiate the litigation and either (1) received a judgment in its
          favor, or (2) did not receive judgment in its favor, but the party
          receiving the judgment did not substantially obtain the relief which
          it sought, or (c) the other party to the litigation withdrew its claim
          or action without having substantially received the relief which it
          was seeking.

20.  SUBORDINATION.

     a.   SUBORDINATION. This Lease and all rights of Tenant hereunder are
          subject and subordinate (i) to any mortgage or deed to secure debt,
          blanket or otherwise, which does now or may hereafter affect the
          Building (and which may also affect other properties) and (ii) to any
          and all increases, renewals, modifications, consolidations,
          replacements and extensions of any such mortgage or deed to secure
          debt. Tenant covenants and agrees, in the event any proceedings are
          brought for the foreclosure of any such mortgage or if the Building be
          sold pursuant to any such deed to secure debt, to attorn to the
          purchaser, upon any such foreclosure sale if so requested by such
          purchaser and to recognize such purchaser as the landlord under this
          Lease, subject to the condition that, so long as Tenant is not in
          default under this Lease (after expiration of all applicable notice
          and cure periods), Tenant's possession of the Premises under this
          Lease shall not be disturbed. As of the date of this Lease, Landlord
          represents to Tenant that there is no mortgage or deed to secure debt
          covering the Building. In the event a mortgage or deed to secure debt
          is placed on the Building subsequent to the date of this Lease, upon
          written request by Tenant, Landlord will use reasonable efforts to
          obtain a non-disturbance, subordination and attornment agreement (the
          "SNDA") from the holder of such future mortgage or deed to secure debt
          on such mortgage holder's then current standard form of agreement.
          "Reasonable efforts" of Landlord shall not require Landlord to incur
          any cost, expense or liability to obtain such agreement, it being
          agreed that Tenant shall be responsible for any fee or review costs
          charged by such mortgage holder. Notwithstanding the foregoing in this
          Paragraph 21(a) to the contrary, Tenant's agreement to subordinate
          this Lease to a future mortgage or deed to secure debt, is conditioned
          upon Tenant's receipt of an SNDA in favor of Tenant from any mortgagee
          who comes into existence after the Commencement Date. Such SNDA in
          favor of Tenant shall be on a commercially reasonable form and shall
          provide that, so long as

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          Tenant is paying the Rent due under the Lease and is not otherwise in
          default under the Lease beyond any applicable cure period, its right
          to possession and the other terms of the Lease shall remain in full
          force and effect. Such SNDA may also include other commercially
          reasonable provisions in favor of the mortgagee. Tenant shall execute
          and return to Landlord, as SNDA (in the commercially reasonable form
          described above) within ten (10) business days following Landlord's
          written request therefor.

     b.   ESTOPPEL CERTIFICATES. Tenant agrees to execute and deliver at any
          time and from time to time, within ten (10) days following the request
          of Landlord or of any holder(s) of any of the indebtedness or other
          obligations secured by any of the mortgages or deeds to secure debt
          referred to in this Paragraph, any instruments or certificates which,
          in the reasonable judgment of the Landlord or of such holder(s), may
          be necessary or appropriate to evidence such attornment.

21.  WAIVER OF TRIAL BY JURY.

     LANDLORD AND TENANT WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
     PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS LEASE.
     THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY TENANT,
     AND TENANT ACKNOWLEDGES THAT NEITHER LANDLORD NOR ANY PERSON ACTING ON
     BEHALF OF LANDLORD HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS
     WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT.

22.  MECHANIC'S LIENS. Tenant shall have no authority, express or implied, to
create or place any lien or encumbrance of any kind or nature whatsoever upon,
or in any manner to bind, the interest of Landlord in the Premises or to charge
the rentals payable hereunder for any claim in favor of any person dealing with
Tenant, including those who may furnish materials or perform labor for any
construction or repairs, and each such claim shall affect and each such lien
shall attach to, if at all, only the interest granted to Tenant by this
instrument. Tenant covenants and agrees that it will pay or cause to be paid all
sums legally due and payable by it on account of any labor performed or
materials furnished in connection with any work performed on the Premises on
which any lien is or can be asserted and that it will save and hold Landlord
harmless from any and all loss, cost or expense based on or arising out of
asserted claims or liens against the Tenant's interests under this Lease or
against the right, title and interest of the Landlord in the Premises or under
the terms of this Lease. In the event a lien is filed against the Building, the
Project or the Premises as a result of work performed by or on behalf of Tenant,
Tenant shall within ten (10) days of receiving such notice of lien or claim
cause such lien to be released of record (by payment or bond).

23.  RENT PAYMENTS AND NOTICES.

     a.   PLACE FOR PAYMENTS. All rent and other payments required to be made by
          Tenant to Landlord hereunder shall be payable to Landlord, c/o The
          Myrick Company, 1 Parkway 400, 11800 Amberpark Dr., Suite 100,
          Alpharetta, GA 30004 or at such other address as Landlord may specify
          from time to time by written notice delivered in accordance herewith.
          Tenant's obligation to pay rent and any other amounts to Landlord
          under the terms of this Lease shall not be deemed satisfied until such
          rent and other amounts have been actually received by Landlord.

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     b.   NOTICES. Any notice or communication (other than payments to Landlord
          required hereunder) required or permitted in this Lease shall be given
          in writing, sent by (a) personal delivery, with proof of delivery, (b)
          expedited delivery service, with proof of delivery, or (c) United
          States mail, postage prepaid, registered or certified mail, return
          receipt requested or, addressed as provided below or to such other
          address or to the attention of such other person as shall be
          designated from time to time in writing by the applicable party and
          sent in accordance herewith. Any such notice or communication shall be
          deemed to have been given either at the time of personal delivery or,
          in the case of delivery service or mail, as of the date of first
          attempted delivery at the address and in the manner provided herein.

          LANDLORD:

          Eagle Trade Center, L.L.C.
          c/o The Myrick Company
          1 Parkway 400
          11800 Amberpark Dr., Suite 100
          Alpharetta, GA 30004

          WITH COPY TO:

          Eagle Trade Center, L.L.C.
          One State Farm Plaza E-7
          Bloomington, IL 61710
          Attn: John Higgins

          WITH ADDITIONAL COPY TO:

          Eagle Trade Center, L.L.C.
          One State Farm Plaza E-3
          Bloomington, IL 61710
          Attn: Roger Gielow

          TENANT

          The William Carter Company
          1170 Peachtree Street
          Suite 900
          Atlanta, Georgia 30309
          Attn: Glenn Klages

          WITH COPY TO:

          The William Carter Company
          One Shelton Place
          1000 Bridgeport Avenue
          Shelton, CT 06484
          Attn: Ed Allen

                                       35
<Page>

          WITH ADDITIONAL COPY TO:

          Ropes & Gray
          One International Place
          Boston, MA 02110
          Attn: Marc Lazar

     c.   EFFECT OF NOTICES. All parties included within the terms "Landlord"
          and "Tenant", respectively, shall be bound by notices given in
          accordance with the provisions of this Paragraph to the same effect as
          if each had received such notice.

24.  ENVIRONMENTAL REQUIREMENTS.

     a.   ENVIRONMENTAL REQUIREMENTS. Tenant shall not permit or cause any party
          to bring any Hazardous Material upon the Premises or transport, store,
          use, generate, manufacture or release any Hazardous Material in or
          about the Premises or the Project without Landlord's prior written
          consent. Tenant, at its sole cost and expense, shall operate its
          business in the Premises in strict compliance with all Environmental
          Requirements (hereinafter defined) and shall remediate in a manner
          satisfactory to Landlord any Hazardous Materials released on or from
          the Project by Tenant, its agents, employees, contractors, subtenants
          or invitees. Without limiting the foregoing, Tenant shall use, store,
          maintain and dispose of the batteries for Tenant's fork lifts in
          compliance with all applicable laws, rules and regulations and shall
          use sound business practices regarding same. Tenant shall complete and
          certify (to the best of Tenant's actual knowledge) to disclosure
          statements as requested by Landlord from time to time (but not more
          than one time per year unless Landlord is investigating the possible
          relocation of Environmental Requirements by Tenant or the possible
          presence of Hazardous Materials in, under or about the Premises)
          relating to Tenant's transportation, storage, use, generation,
          manufacture or release of Hazardous Materials on the Premises or the
          Project. The term "ENVIRONMENTAL REQUIREMENTS" means all applicable
          present and future statutes, regulations, ordinances, rules, codes,
          judgments, orders or other similar enactments of any governmental
          authority or agency regulating or relating to health, safety, or
          environmental conditions on, under, or about the Premises or the
          environment, including without limitation, the following: the
          Comprehensive Environmental Response, Compensation and Liability Act;
          the Resource Conservation and Recovery Act; and all state and local
          counterparts thereto, and any regulations or policies promulgated or
          issued thereunder. The term "HAZARDOUS MATERIALS" means and includes
          any substance, material, waste, pollutant, or contaminant listed or
          defined as hazardous or toxic under any Environmental Requirements,
          asbestos and petroleum, including crude oil or any fraction thereof,
          natural gas, synthetic gas usable for fuel (or mixtures of natural gas
          and such synthetic gas) and toxic mold except for Hazardous Material
          contained in products used and stored by Tenant (in quantities
          permitted by applicable law and in quantities recommended by the
          manufacturer) for ordinary cleaning and office and warehouse
          purposes,. As defined in Environmental Requirements, Tenant is and
          shall be deemed the "operator" of Tenant's "facility" and the "owner"
          of all Hazardous Materials brought on the Premises by Tenant, its
          agents, employees, contractors or invitees, and the wastes,
          by-products or residues generated, resulting or produced therefrom.

                                       36
<Page>

     b.   TENANT INDEMNITY. TENANT SHALL INDEMNIFY, DEFEND AND HOLD LANDLORD
          HARMLESS FROM AND AGAINST ANY AND ALL LOSSES (INCLUDING WITHOUT
          LIMITATION, DIMINUTION IN VALUE OF THE PREMISES OR THE PROJECT AND
          LOSS OF RENTAL INCOME FROM THE PROJECT), CLAIMS, DEMANDS, ACTIONS,
          SUITS, DAMAGES (INCLUDING WITHOUT LIMITATION, PUNITIVE DAMAGES),
          EXPENSES (INCLUDING WITHOUT LIMITATION, REMEDIATION, REMOVAL, REPAIR,
          CORRECTIVE ACTION, OR CLEANUP EXPENSES) AND COSTS (INCLUDING WITHOUT
          LIMITATION, ACTUAL ATTORNEYS' FEES, CONSULTANT FEES OR EXPERT FEES AND
          FURTHER INCLUDING WITHOUT LIMITATION, REMOVAL OR MANAGEMENT OF ANY
          ASBESTOS BROUGHT INTO THE PREMISES OR DISTURBED IN BREACH OF THE
          REQUIREMENTS OF THIS PARAGRAPH 25, REGARDLESS OF WHETHER SUCH REMOVAL
          OR MANAGEMENT IS REQUIRED BY LAW) WHICH ARE BOUGHT OR RECOVERABLE
          AGAINST, OR SUFFERED OR INCURRED BY LANDLORD AS A RESULT OF ANY
          RELEASE OF HAZARDOUS MATERIALS FOR WHICH TENANT IS OBLIGATED TO
          REMEDIATE AS PROVIDED ABOVE OR ANY OTHER BREACH OF THE REQUIREMENTS
          UNDER THIS PARAGRAPH 25 BY TENANT, ITS AGENTS, EMPLOYEES, CONTRACTORS,
          SUBTENANTS, ASSIGNEES OR INVITEES, REGARDLESS OF WHETHER TENANT HAD
          KNOWLEDGE OF SUCH NONCOMPLIANCE. THE OBLIGATIONS OF TENANT UNDER THIS
          PARAGRAPH 25 SHALL SURVIVE ANY TERMINATION OF THIS LEASE. FURTHER, IN
          THE EVENT A LAWSUIT IS FILED AGAINST LANDLORD AS A RESULT OF ANY
          RELEASE OF HAZARDOUS MATERIALS FOR WHICH TENANT IS OBLIGATED TO
          REMEDIATE AS PROVIDED ABOVE OR ANY OTHER BREACH OF THE REQUIREMENTS
          UNDER THIS PARAGRAPH 25 BY TENANT, ITS AGENTS, EMPLOYEES, CONTRACTORS,
          SUBTENANTS, ASSIGNEES OR INVITEES, AND SUCH LAWSUIT CONTAINS
          ALLEGATIONS AGAINST LANDLORD BASED ON LANDLORD'S NEGLIGENCE OR
          ALLEGING LANDLORD IS STRICTLY LIABLE AND LANDLORD IS NOT FOUND TO BE
          NEGLIGENT OR STRICTLY LIABLE, TENANT SHALL INDEMNIFY LANDLORD FROM AND
          AGAINST ALL COSTS ASSOCIATED WITH SUCH LAWSUIT, INCLUDING ATTORNEYS'
          FEES AND COURT COSTS.

     c.   LANDLORD INDEMNITY. LANDLORD SHALL INDEMNIFY, DEFEND AND HOLD TENANT
          HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DEMANDS,
          ACTIONS, SUITS, DAMAGES, EXPENSES (INCLUDING WITHOUT LIMITATION,
          REMEDIATION, REMOVAL, REPAIR, CORRECTIVE ACTION, OR CLEANUP EXPENSES)
          AND COSTS (INCLUDING WITHOUT LIMITATION, ACTUAL ATTORNEYS' FEES,
          CONSULTANT FEES OR EXPERT FEES AND FURTHER INCLUDING WITHOUT
          LIMITATION, REMOVAL OR MANAGEMENT OF ANY ASBESTOS BROUGHT INTO THE
          PREMISES OR DISTURBED IN BREACH OF THE REQUIREMENTS OF THIS PARAGRAPH
          24, REGARDLESS OF WHETHER SUCH REMOVAL OR MANAGEMENT IS REQUIRED BY
          LAW) WHICH ARE BOUGHT OR RECOVERABLE AGAINST, OR SUFFERED OR INCURRED
          BY TENANT AS A RESULT OF ANY RELEASE OF HAZARDOUS MATERIALS CAUSED
          SOLELY BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD OR ITS
          EMPLOYEES OR AGENTS.

                                       37
<Page>

     d.   QUESTIONNAIRE. Concurrently with the execution of this Lease, Tenant
          shall complete the Environmental Questionnaire attached hereto as
          EXHIBIT F (the "QUESTIONNAIRE"). Tenant represents and warrants to
          Landlord, with the understanding that Landlord will rely on same, that
          to the best of Tenant's actual current knowledge, the Questionnaire is
          true and correct in all material respects. "TENANT'S ACTUAL CURRENT
          KNOWLEDGE" or similar phrase shall mean the actual current knowledge
          of the signatory of the Questionnaire, provided such person shall have
          no personal liability in connection therewith. Tenant represents that
          the signatory of the Questionnaire is the officer of The William
          Carter Company most likely to have knowledge of the facts represented
          in this Paragraph 24. Landlord's obligations hereunder are subject to
          Landlord's receipt and approval of the Questionnaire.

     e.   LANDLORD REPRESENTATION. To Landlord's actual current knowledge, there
          are no Hazardous Materials present on or in the Project that would
          have an adverse effect on any occupants of the Project. As used
          herein, the phrase "LANDLORD'S ACTUAL CURRENT KNOWLEDGE" or similar
          phrase shall mean the actual current knowledge of John Higgins, Vice
          President of AmberJack, Ltd., managing member of Landlord, without
          duty of inquiry, provided such person shall have no personal liability
          in connection therewith. Landlord represents that John Higgins is the
          representative of AmberJack, Ltd. most likely to have knowledge of the
          facts represented in this Paragraph 24.

     f.   LANDLORD OBLIGATIONS. Except for Hazardous Material contained in
          products used and stored by Landlord in de minimis quantities for
          ordinary cleaning and office purposes and except for the acts or
          omissions of third parties (including other tenants), Landlord shall
          not bring any Hazardous Material upon the Premises or transport,
          store, use, generate, manufacture or release any Hazardous Material in
          or about the Premises or the Project. Landlord, at its sole cost and
          expense, shall operate the Premises in strict compliance with all
          Environmental Requirements (hereinafter defined) and shall remediate
          any Hazardous Materials released on or from the Project by Landlord or
          its employees in compliance with Environmental Requirements. The
          foregoing shall never obligate Landlord to remediate a condition that
          is caused by the acts or omission of any third parties (including,
          without limitation Tenant or any other tenants unless such remediation
          is required by applicable law).

25.  RULES AND REGULATIONS. Tenant shall, at all times during the Term of this
Lease, comply with all rules and regulations at any time or from time to time
established by Landlord covering the use of the Premises and the Project. The
current rules and regulations applicable to the Project are attached as EXHIBIT
H to this Lease. Landlord shall enforce the rules and regulations in a uniform
and non-discriminatory manner for all tenants. In the event of any conflict
between said rules and regulations and other provisions of this Lease, the other
terms and provisions of this Lease shall control. Landlord shall not have any
liability or obligation to Tenant for the breach of any rules or regulations by
other tenants in the Project.

26.  COURTESY PATROLS. TENANT ACKNOWLEDGES AND AGREES THAT, WHILE LANDLORD MAY
(BUT SHALL NOT BE OBLIGATED TO) PATROL THE PROJECT, LANDLORD IS NOT PROVIDING
ANY SECURITY SERVICES WITH RESPECT TO THE PREMISES AND THAT LANDLORD SHALL NOT
BE LIABLE TO TENANT FOR, AND TENANT WAIVES ANY CLAIMS AGAINST LANDLORD WITH
RESPECT TO, ANY LOSS BY THEFT OR ANY OTHER DAMAGE SUFFERED BY TENANT IN
CONNECTION WITH ANY UNAUTHORIZED ENTRY INTO THE PREMISES OR ONTO THE PROJECT OR
ANY OTHER

                                       38
<Page>

BREACH OF SECURITY WITH RESPECT TO THE PREMISES OR THE PROJECT, EVEN IF SUCH
LOSS OR DAMAGE IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF LANDLORD (EXCEPT
FOR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD). TENANT SHALL BE
RESPONSIBLE FOR THE SECURITY OF ITS EMPLOYEES AND OF THE PREMISES AND AGREES TO
PROVIDE SAME AT ITS EXPENSE.

27.  PARKING. So long as Tenant is not in default under this Lease (after
expiration of all applicable notice and cure periods) Tenant shall be entitled
to use (a) up to 147 employee vehicle parking spaces in common with other
tenants of the Project in those areas designated for non-reserved employee
parking and (b) one trailer parking space in front of each dock door in the
Premises and (c) parking for vehicles, trucks and trailers in areas designated
by Landlord, subject to the conditions set forth in Section 3.a. of this Lease.
Landlord may allocate parking spaces between Tenant and other tenants in the
Project if Landlord determines that such parking facilities are becoming
crowded. Until such time as Landlord allocates the parking spaces, all employee
parking shall be adjacent to the space then leased by each tenant and all
trailer parking shall be at the docks in each tenant's respective premises.
Trailer parking shall not be permitted in any location other than the docks (one
trailer per dock), the truck court (subject to the conditions set forth in
Section 3.a. of this Lease) and in any other designated trailer storage areas.

Landlord shall not be responsible for enforcing Tenant's parking rights against
any third parties. If in the reasonable opinion of Landlord, Tenant and/or its
employees, agents, visitors or customers are using more parking spaces than
Tenant is entitled to, Tenant shall immediately upon written notice from
Landlord cause its employees, agents, visitors or customers to use only the
number of parking spaces allocated to Tenant, and in the event Tenant or its
employees, agents, visitors or customers continue to use more parking spaces
than Tenant is entitled to use after Tenant's receipt of such written notice, an
event of default shall be deemed to have occurred under this Lease and, without
limitation, Landlord may (but shall not be required to) enforce such parking
violations by use of towing or "booting" of vehicles.

In addition to the foregoing, after the fifteenth (15th) month of the Term of
this Lease, if Tenant is not in default under this Lease at the time of the
request, Landlord shall at Landlord's cost and expense, pave and stripe
additional employee and trailer parking spaces subject to the following
conditions:

     a.   The number, configuration and location of the additional spaces shall
          be approved by Landlord in its reasonable discretion and shall be
          similar to the configuration shown on EXHIBIT N attached hereto,
          provided the number of spaces and amount of paved area will be
          proportionately reduced to reflect any space removed from the premises
          pursuant to the Contraction Option (and the fraction used to determine
          the size of such area shall have a numerator equal to the portion of
          the Construction Space leased by Tenant after the expiration,
          termination or exercise of the Contraction Option and the denominator
          shall be 250,000);

     b.   The additional spaces are subject to compliance with all applicable
          laws, rules and regulations and shall comply with all local zoning and
          other requirements;

     c.   The additional spaces shall not interfere with the rights or access of
          existing tenants or potential tenants for portions of the Building
          (including, without limitation the Contraction Space);

     d.   The Additional Spaces shall be unreserved and used in common with
          other tenants in the Building; and

                                       39
<Page>

     e.   The cost of the Additional Spaces shall be amortized and added to the
          Base Rent as more particularly described in EXHIBIT D attached hereto.

28.  MISCELLANEOUS.

     a.   Words of any gender used in this Lease shall be held and construed to
          include any other gender, and words in the singular number shall be
          held to include the plural, unless the context otherwise requires.

     b.   The terms, provisions and covenants and conditions contained in this
          Lease shall apply to, inure to the benefit of, and be binding upon,
          the parties hereto and upon their respective heirs, legal
          representatives, successors and permitted assigns, except as otherwise
          herein expressly provided. Landlord shall have the right to assign any
          of its rights and obligations under this Lease. Tenant agrees to
          furnish to Landlord, promptly upon demand, a corporate resolution,
          proof of due authorization by partners, or other appropriate
          documentation evidencing the due authorization of Tenant to enter into
          this Lease. Tenant does hereby covenant and warrant that Tenant is
          duly organized and validly existing under the laws of its state of
          formation, and, if such entity is existing under the laws of a
          jurisdiction other than Georgia, qualified to transact business in
          Georgia, Tenant has full right and authority to enter into this Lease
          and to perform all Tenant's obligations hereunder, and each person
          signing this Lease on behalf of Tenant is duly and validly authorized
          to do so. Landlord does hereby covenant and warrant that Landlord is
          duly organized and validly existing under the laws of its state of
          formation, and, is qualified to transact business in Georgia to the
          extent required by Georgia law, Landlord has full right and authority
          to enter into this Lease and to perform all Landlord's obligations
          hereunder, and each person signing this Lease on behalf of Landlord is
          duly and validly authorized to do so.

     c.   The captions inserted in this Lease are for convenience only and in no
          way define, limit or otherwise describe the scope or intent of this
          Lease, or any provision hereof, or in any way affect the
          interpretation of this Lease.

     d.   Tenant agrees from time to time within ten (10) business days after
          request of Landlord, to deliver to Landlord, or Landlord's designee,
          an estoppel certificate stating that this Lease is in full force and
          effect, the date to which rent has been paid, the unexpired Term of
          this Lease and such other matters pertaining to this Lease as may be
          reasonably requested by Landlord. It is understood and agreed that
          Tenant's obligation to furnish such estoppel certificates in a timely
          fashion is a material inducement for Landlord's execution of this
          Lease. Landlord agrees from time to time within ten (10) business days
          after request of Tenant, to deliver to Tenant, or Tenant's designee,
          an estoppel certificate stating that this Lease is in full force and
          effect, the date to which rent has been paid, the unexpired Term of
          this Lease and such other matters pertaining to this Lease as may be
          reasonably requested by Tenant.

          The requesting party shall reimburse the other party's reasonable
          third party costs associated with the execution of more than two such
          certificates in a twelve (12) month period.

                                       40
<Page>

     e.   All obligations and indemnities of Tenant hereunder not fully
          performed as of the expiration or earlier termination of the Term of
          this Lease shall survive the expiration or earlier termination of the
          Term hereof, including without limitation all payment obligations with
          respect to Base Rent, Operating Expenses, taxes and insurance and all
          obligations concerning the condition of the Premises. All such amounts
          shall be used and held by Landlord for payment of such obligations of
          Tenant hereunder, with Tenant being liable for any additional costs
          therefor upon demand by Landlord, or with any excess to be returned to
          Tenant after all such obligations have been determined and satisfied,
          as the case may be.

     f.   If any clause or provision of this Lease is illegal, invalid or
          unenforceable under present or future laws effective during the Term
          of this Lease, then and in that event, it is the intention of the
          parties hereto that the remainder of this Lease shall not be affected
          thereby, and it is also the intention of the parties to this Lease
          that in lieu of each clause or provision of this Lease that is
          illegal, invalid or unenforceable, there be added as a part of this
          Lease contract a clause or provision as similar in terms to such
          illegal, invalid or unenforceable clause or provision as may be
          possible and be legal, valid and enforceable.

     g.   THIS LEASE SHALL NOT BE VALID OR BINDING UNLESS AND UNTIL DULY
          EXECUTED BY LANDLORD AND TENANT. THIS LEASE, INCLUDING THE EXHIBITS
          AND ADDENDA, EMBODIES THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO
          WITH RELATION TO THE TRANSACTION CONTEMPLATED HEREBY, AND THERE HAVE
          BEEN AND ARE NO ORAL OR OTHER COVENANTS, AGREEMENTS, REPRESENTATIONS,
          WARRANTIES OR RESTRICTIONS BETWEEN THE PARTIES HERETO, OTHER THAN
          THOSE SPECIFICALLY SET FORTH HEREIN. TO BE EFFECTIVE, ANY AMENDMENT OR
          MODIFICATION OF THIS LEASE MUST BE IN WRITING AND SIGNED BY LANDLORD
          AND TENANT. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES
          HERETO.

     h.   Tenant and Landlord warrant to each other that they have,
          respectively, had no dealings with any real estate broker or agent in
          connection with the negotiation of this Lease except The Staubach
          Company, representing Tenant, and CB Richard Ellis, representing
          Landlord (collectively, the "BROKER") and that they, respectively,
          know of no other real estate brokers or agents who are or might be
          entitled to a commission in connection with this Lease. Tenant agrees
          to indemnify and hold harmless Landlord from and against any liability
          or claim, whether meritorious or not, arising in respect to brokers
          and/or agents other than Broker who claim to represent Tenant with
          regard to this Lease. Landlord agrees to indemnify and hold harmless
          Tenant from and against any liability or claim, whether meritorious or
          not, arising in respect to brokers and/or agents who claim to
          represent Landlord with regard to this Lease. Landlord agrees to pay
          the commission due to Broker in connection with this Lease pursuant to
          the terms of separate written agreements with each such Brokers.

     i.   This Lease shall be governed by and construed in accordance with the
          laws of the State of Georgia.

     j.   Time is of the essence in this Lease and in each and all of the
          provisions hereof. Whenever a period of days is specified in this
          Lease, such period shall refer to calendar days unless otherwise
          expressly stated in this Lease.

                                       41
<Page>

     k.   Whenever a period of time is herein prescribed for action to be taken
          by Landlord or Tenant, the party taking the action shall not be liable
          or responsible for, and there shall be excluded from the computation
          for any such period of time, any delays due to strikes, riots, acts of
          God, shortages of labor or materials, war, terrorism, criminal acts by
          third parties, governmental laws, regulations or restrictions or any
          other causes of any kind whatsoever which are beyond the reasonable
          control of such party; provided, however, in no event shall the
          foregoing apply to the financial obligations of either Landlord or
          Tenant to the other under this Lease, including Tenant's obligation to
          pay rent or any other amount payable to Landlord hereunder.

     l.   The obligations of Tenant under each indemnity agreement and hold
          harmless agreement contained herein shall survive the expiration or
          termination of this Lease.

     m.   The Short Form Lease and Notice of Purchase Option attached hereto as
          EXHIBIT O shall be executed by Landlord and Tenant and recorded by
          Landlord at Tenant's cost in the real property records of Henry
          County, Georgia. Landlord and Tenant shall execute and record
          amendments to the Short Form Lease at the time of any amendment to
          this Lease (which amendments to the Short Form Lease shall be in form
          and substance similar to the Short Form Lease). Failure to execute any
          amendment to the Short Form Lease shall not affect the validity or
          enforceability of this Lease.

     n.   This Lease contains all of the agreements of the parties hereto with
          respect to any matter covered or mentioned in this Lease and no prior
          agreement, understanding or representation pertaining to any such
          matter shall be effective for any purpose. No provision of this Lease
          may be amended or added to except by an agreement in writing signed by
          the parties hereto or their respective successors in interest.

     o.   The voluntary or other surrender of this Lease by Tenant, or a mutual
          cancellation thereof, shall not constitute a merger of the Landlord's
          fee estate in the Project and the interest in the Lease created
          hereby; and upon such surrender or cancellation of this Lease,
          Landlord shall have the option, in Landlord's sole discretion, to (a)
          either terminate all or any existing subleases or subtenancies, or (b)
          assume Tenant's interest in any or all subleases or subtenancies. The
          acquisition by Landlord of Tenant's interests under this Lease shall
          not result in the merger of Landlord's fee estate with Tenant's
          interest under this Lease.

                                       42
<Page>

29.  LEASING OPTIONS.
     a.   EXTENSION OPTION:

          (i)    THREE EXTENSION OPTIONS. Provided that no event of default then
                 exists and no condition exists which with the passage of time
                 or the giving of notice or both would constitute an event of
                 default pursuant to this Lease and provided that Tenant has
                 continuously occupied all or a portion of the Premises for the
                 permitted uses during the Term, Tenant (but not any assignee or
                 sublessee) shall have the right and option (the "EXTENSION
                 OPTION") to renew this Lease, by written notice delivered to
                 Landlord no later than six (6) months and no earlier than
                 eighteen (18) months prior to the expiration of the initial
                 Term or the expiration of the applicable Extension Term, as the
                 case may be, for three (3) additional terms (each, an
                 "EXTENSION TERM").

          (ii)   TERMS OF EXTENSION OPTIONS. The first Extension Option shall be
                 for a term of three (3) years and the second and third
                 Extension Options shall each be for terms of five (5) years.
                 Each Extension Option shall be under the same terms, conditions
                 and covenants contained in the Lease and shall cover the same
                 space leased by Tenant at the time of Tenant's exercise of the
                 Extension Option, except that:

                 (A) no abatements or other concessions, if any, applicable to
                 the initial Term shall apply to the Extension Terms;

                 (B) the Base Rental for the First Extension Term shall be equal
                 to the Base Rent rate (per square foot of space in the Premises
                 per year) as of the last month of the Initial Term of the Lease
                 plus $0.10 per square foot of space in the Premises per year.
                 For example, if the Base Rent in the last month of the initial
                 term is $1.75 per square foot per year, the Base Rent for the
                 First Term Extension shall be as follows:

<Table>
                 <S>                  <C>
                 Months 85-96         $ 1.85
                 Months 97-108        $ 1.95
                 Months 109-120:      $ 2.05
</Table>

                 (C) the Base Rent for the Second and Third Extension Terms
                 shall be equal to ninety-five percent (95%) of the Market Rate
                 for comparable space located in the Building and in Comparable
                 Buildings in the south Atlanta industrial submarket including
                 the size, quality, utility, and location of such space as of
                 the end of the initial Term or the applicable Extension Term,
                 as applicable, as determined by Landlord. The "MARKET RATE"
                 shall mean the arms length fair market annual rental rate per
                 square foot under renewal leases and amendments entered into on
                 or about the date on which the market rate is being determined
                 for tenants of comparable size and location in the building
                 taking into account any material economic differences between
                 the terms of this Lease and any comparison lease, such as rent
                 abatements, construction costs and other concessions and the
                 manner, if any, in which the Landlord under any such lease is
                 reimbursed for operating expenses and taxes;

                                       43
<Page>

                 (D) Tenant shall have no option to extend this Lease beyond the
                 expiration of the third Extension Term or beyond any date on
                 which the First or Second Extension Options either lapse
                 without being timely exercised by Tenant or terminate as
                 provided herein; and

                 (E) all leasehold improvements within the Premises shall be
                 provided in their then existing condition (on an "As Is" basis)
                 at the time the applicable Extension Term commences.

          (iii)  PROPOSED EXTENSION RENTAL. Failure by Tenant to notify Landlord
                 in writing of Tenant's election to exercise the applicable
                 Extension Option herein granted within the time limits set
                 forth for such exercise shall constitute a waiver of such
                 Extension Option. In the event Tenant elects to exercise an
                 Extension Option as set forth above, (A) Tenant shall be
                 irrevocably bound to exercise the applicable Extension Option,
                 subject only to determination of the rental rate (if
                 applicable) and (B) Landlord shall, within fifteen (15) days
                 thereafter, notify Tenant in writing of the proposed rental for
                 the applicable Extension Term (the "PROPOSED EXTENSION
                 RENTAL"). Tenant shall within thirty (30) days following
                 delivery of the Proposed Extension Rental by Landlord notify
                 Landlord in writing of the acceptance or rejection of the
                 Proposed Extension Rental. If Tenant accepts Landlord's
                 proposal, then the Proposed Extension Rental shall be the
                 rental rate in effect during the Extension Term.

          (iv)   NEGOTIATION OF RATE. Failure of Tenant to respond in writing
                 during the aforementioned thirty (30) day period shall be
                 deemed a rejection by Tenant of the Proposed Extension Rental.
                 Should Tenant reject Landlord's Proposed Extension Rental
                 during or at the expiration of such thirty (30) day period,
                 then Landlord and Tenant shall negotiate during the thirty (30)
                 day period commencing upon Tenant's rejection of Landlord's
                 Proposed Extension Rental to determine the rental for the
                 applicable Extension Term. In the event Landlord and Tenant are
                 unable to agree to a rental for the Extension Term during said
                 thirty (30) day period, then the Proposed Extension Rental
                 shall be determined by the arbitration procedure set forth in
                 Exhibit J attached hereto.

          (v)    LEASE EXTENSION. Upon exercise of the Extension Option by
                 Tenant and subject to the conditions set forth hereinabove, the
                 Lease shall be extended for the period of such Extension Term
                 without the necessity of the execution of any further
                 instrument or document, although if requested by either party,
                 Landlord and Tenant shall enter into a written agreement
                 modifying and supplementing the Lease in accordance with the
                 provisions hereof. Any termination of the Lease during the
                 initial Term or any Extension Term shall terminate all
                 remaining extension rights hereunder. The extension rights of
                 Tenant hereunder shall not be severable from the Lease, nor may
                 such rights be assigned or otherwise conveyed in connection
                 with any permitted assignment of the Lease. Landlord's consent
                 to any assignment of the Lease shall not be construed as
                 allowing an assignment of such extension rights to any
                 assignee.

                                       44
<Page>

     b.   RIGHT OF FIRST REFUSAL.

          (i)    REFUSAL SPACE. On and after the expiration of the Contraction
                 Option and through the Term of this Lease, Tenant shall have an
                 ongoing right of first refusal with respect to all or any
                 portion of the remaining space in the Building not included in
                 the Premises (the "REFUSAL SPACE"), which right of first
                 refusal shall be exercised as follows: when Landlord has a
                 prospective tenant ("PROSPECT") interested in leasing all or
                 any portion of the Refusal Space, Landlord shall advise Tenant
                 in writing (the "REFUSAL NOTICE") of the terms under which
                 Landlord is prepared to lease the Refusal Space to such
                 Prospect and Tenant may lease all but not less than all of the
                 Refusal Space identified in the Refusal Notice, under the terms
                 set forth in the Refusal Notice, by providing Landlord with
                 written notice of exercise ("NOTICE OF EXERCISE") within two
                 (2) calendar weeks after the date of the Refusal Notice, except
                 that Tenant shall have no such Right of First Refusal and
                 Landlord need not provide Tenant with a Refusal Notice if:

                 1.      Tenant is in default under the Lease beyond the
                         expiration of any applicable notice and cure periods at
                         the time Landlord would otherwise deliver the Refusal
                         Notice; or

                 2.      the Lease has been assigned prior to the date Landlord
                         would otherwise deliver the Refusal Notice; or

                 3.      the entire Premises is sublet at the time Landlord
                         would otherwise deliver the Refusal Notice; or

                 4.      Tenant is not occupying the Premises on the date
                         Landlord would otherwise deliver the Refusal Notice.

          (ii)   TERMS FOR REFUSAL SPACE. Except as provided below, the term for
                 the Refusal Space shall commence upon the commencement date
                 stated in the Refusal Notice and thereupon such Refusal Space
                 shall be considered a part of the Premises, provided that all
                 of the business terms stated in the Refusal Notice (except for
                 the termination date as described below) shall govern Tenant's
                 leasing of the Refusal Space and only to the extent that they
                 do not conflict with the Refusal Notice, the terms and
                 conditions of this Lease shall apply to the Refusal Space. The
                 term of the Refusal Space shall be the greater of (A) the term
                 set forth in the Refusal Notice or (B) the term of this Lease
                 (as extended by the exercise of any or all of the Extension
                 Options by Tenant) unless earlier terminated pursuant to the
                 provisions of this Lease. The tenant finish allowance, if any,
                 and all other concessions set forth in the Refusal Notice, if
                 any, shall not be prorated if the term of the Refused Notice is
                 different than the Term of this Lease. If the remaining term of
                 this Lease is greater than the term set forth in the Refusal
                 Notice, Landlord shall include in the Refusal Notice Landlord's
                 designation of the market rent for the Refusal Space during the
                 period between the expiration date of the proposed lease and
                 the expiration date of this Lease (and such rate shall be
                 appropriately adjusted to reflect that no allowances are
                 provided for any term in excess of the term in the Refusal
                 Notice). The Refusal

                                       45
<Page>

                 Space shall be accepted by Tenant in its condition and as-built
                 configuration existing on the earlier of the date Tenant takes
                 possession of the Refusal Space or the date the term for such
                 Refusal Space commences, unless the parties determine that work
                 will be performed by Landlord in the Refusal Space, in which
                 case Landlord shall perform such work in the Refusal Space. The
                 Refusal Space shall have a configuration reasonably acceptable
                 to Landlord and Tenant and shall be contiguous to the Premises.

          (iii)  If the term of the Refusal Space is longer than the remaining
                 term of the Lease, Tenant may (by written notice to Landlord
                 concurrently with its Notice of Exercise) elect to extend the
                 term of the Lease to be co-terminous with the term for the
                 Refusal Space at a rate equal to the rate set forth in the
                 Extension Option section of this Lease for the applicable time
                 period. The documentation of such election shall also adjust
                 the Extension Option to correspond to the extended term for the
                 Lease and/or the Refusal Space so that the Extension Option
                 shall be available to Tenant for the same periods set forth in
                 Section 29.a. of this Lease (provided the Extension Terms shall
                 have the same expiration dates set forth in Section 29.a.

          (iv)   TERMINATION OF OPTION. The rights of Tenant hereunder with
                 respect to the Refusal Space identified in the Refusal Notice
                 shall terminate on the earlier to occur of (A) Tenant's failure
                 to exercise its Right of First Refusal within the ten (10)
                 business day period provided in subparagraph (i) above, and (B)
                 the date Landlord would have provided Tenant a Refusal Notice
                 if Tenant had not been in violation of one or more of the
                 conditions set forth in paragraph (i) above. Notwithstanding
                 the foregoing, if (A) Tenant was entitled to exercise its Right
                 of First Refusal, but failed to provide Landlord with a Notice
                 of Exercise within the ten (10) business day period provided in
                 paragraph (i) above, and (B) Landlord does not enter into a
                 lease for the Refusal Space with the Prospect or any other
                 prospect within a period of six (6) months following the date
                 of the Refusal Notice, Tenant shall once again have a Right of
                 First Refusal with respect to such Refusal Space. For purposes
                 hereof, the terms offered to a prospect shall be deemed to be
                 substantially the same as those set forth in the Refusal Notice
                 as long as there is no more than a ten percent (10%) increase
                 or decrease in size of the Refusal Space identified in the
                 Refusal Notice or no more than a ten percent (10%) reduction in
                 the "bottom line" cost per square foot of the Refusal Space to
                 the Prospect when compared with the "bottom line" cost per
                 square foot under the Refusal Notice, considering all of the
                 economic terms of the both deals, respectively, including,
                 without limitation, the net rent and any financial concessions.
                 The "bottom line" cost shall determined by subtracting all cash
                 allowances, excluding any allowances to be repaid as an
                 increase in rent, annualized on a per square foot basis from
                 the net effective rent payable per square foot.

     c.   PREFERENTIAL LEASING RIGHT. On and after the expiration of the
          Contraction Option and through the Term of this Lease, Tenant shall
          have an ongoing right to notify Landlord that it desires to lease some
          or all of the remainder of the space in the Building that is then
          available for lease (the "OPTION SPACE") and if Landlord decides to
          place on the market

                                       46
<Page>

          for lease all or any of the Option Space, Landlord shall first notify
          Tenant of the portion of such space it intends to place on the market
          for lease (such notice by either party is hereinafter referred to as
          an "OPTION NOTICE").

          (i)    OPTION NOTICES GIVEN BY TENANT. Tenant's Option Notice to
                 Landlord shall include the Option Space which it proposes to
                 lease or a request that Landlord identify the Option Space
                 which is available for Lease. Landlord shall, within five
                 business (5) days after receipt of Tenant's Option Notice,
                 deliver to Tenant a written notice ("LANDLORD'S RESPONSE"),
                 which shall (A) identify whether the specific Option Space
                 identified by Tenant is available or, if requested by Tenant,
                 shall identify all of the Option Space that is then available
                 for Lease (including the configuration thereof) and (B) include
                 the basic business terms upon which Landlord will lease the
                 space to Tenant as illustrated in subparagraph 29.c.(v),
                 including, but not limited to the allowances, credits and other
                 inducements that Landlord is willing to offer, the date on
                 which Landlord will make the applicable Option Space available
                 to Tenant, and the location(s) of the applicable Option Space.

          (ii)   OPTION NOTICES GIVEN BY LANDLORD. Landlord's Option Notice to
                 Tenant shall (A) identify the Option Space which Landlord
                 intends to place on the open market for lease and the location
                 and configuration thereof (including space plans showing the
                 furniture layout, if available) and (B) include the basic
                 business terms upon which Landlord will lease the space to
                 Tenant, including, but not limited to, the allowances, credits
                 and other inducements that Landlord is willing to offer, the
                 usable and area of the applicable Option Space, the date on
                 which Landlord will make the applicable Option Space available
                 to Tenant, and the location(s) of the applicable Option Space.

          (iii)  TENANT'S RESPONSE. Tenant shall, within ten (10) business days
                 after receipt of Landlord's Option Notice or Landlord's
                 Response, as applicable, deliver to Landlord written notice
                 ("TENANT'S RESPONSE") in which Tenant (A) accepts all terms in
                 the Option Notice and Landlord and Tenant shall enter into an
                 amendment to this Lease pursuant to and in accordance with this
                 Section 30, (B) accepts the terms in the Option Notice, subject
                 to the condition that the space configuration be further
                 negotiated by the parties for a period of up to ten (10)
                 additional days, at which time Tenant shall be deemed to have
                 rejected the terms in Landlord's Option Notice or Landlord's
                 Response, as applicable, or (c) rejects the terms set forth in
                 the Option Notice.

          (iv)   REJECTION OF OPTION NOTICE/FAILURE TO RESPOND. If Tenant's
                 Response rejects the terms and conditions of Landlord's Option
                 Notice or Landlord's Response within the required ten (10)
                 business day period and Tenant's failure to respond to the
                 reminder notice shall be deemed to be a rejection by Tenant of
                 the terms on Landlord's Response, (A) Landlord shall have the
                 right, during the six (6) month period immediately following
                 the expiration of such ten (10) business day period (the
                 "LEASING PERIOD"), to lease to another person or entity all or
                 a portion of the Option Space covered by Landlord's Option
                 Notice on substantially the same or worse economic terms as
                 those contained in Landlord's Option Notice and (B) Tenant's
                 preferential right shall be subordinate to such lease except
                 that any options, expansion rights, preferential leasing rights
                 or similar options for expansion shall be subordinate to
                 Tenant's rights under this Lease. For purposes hereof, the
                 terms offered to a prospect shall be deemed to be substantially
                 the same as those set forth in the Option Notice as long as
                 there is no more than a ten percent (10%) increase or decrease
                 in size of the Option Space identified in the Option Notice or
                 no more than a ten percent (10%)

                                       47
<Page>

                 reduction in the "bottom line" cost per square foot of the
                 Option Space to the Prospect when compared with the "bottom
                 line" cost per square foot under the Option Notice, considering
                 all of the economic terms of the both deals, respectively,
                 including, without limitation, the net rent and any financial
                 concessions. The "bottom line" cost shall determined by
                 subtracting all cash allowances, excluding any allowances to be
                 repaid as an increase in rent, annualized on a per square foot
                 basis from the net effective rent payable per square foot. If
                 Landlord is unable to lease the Option Space within the Leasing
                 Period, then Landlord shall once again have to comply with the
                 provisions of this paragraph as to such portion of the Option
                 Space.

          (v)    TERMS AND CONDITIONS FOR OPTION SPACE. The Option Space shall
                 be leased to on the same terms and conditions of this Lease,
                 except as follows:

                 (A)     BASE RENT. The Base Rent shall be the Base Rent rate
                         then being paid by Tenant for the Premises covered by
                         the Lease at the time of Tenant's delivery of the
                         Option Notice to Landlord.

                 (B)     COMMENCEMENT OF RENT. Rent shall commence on the date
                         of the delivery of the Option Space to Tenant, in its
                         as is, where is condition.

                 (C)     TERM. The term of Option Space shall commence on the
                         date the amendment to this Lease is executed by each of
                         Landlord and Tenant and shall continue until the
                         expiration of the Lease Term, as extended pursuant to
                         the Extension Options, unless earlier terminated
                         pursuant to the provisions of this Lease.

                 (D)     TENANT IMPROVEMENTS. All leasehold improvements shall
                         be performed by the party identified in Landlord's
                         Response (it being agreed that the terms offered by
                         Landlord for the Option Space will vary depending upon
                         the extent of tenant improvements required for the
                         Option Space).

     d.   LEASE AMENDMENT. If an amendment to this Lease is required pursuant to
          the foregoing subsections of this Section 30, Landlord shall prepare a
          lease amendment (i) adding the applicable space to the Premises, (ii)
          amending the Rent for the Premises to include the base rent and
          additional rent for the applicable space, as determined pursuant to
          this Section, (iii) adding the tenant improvements and allowances, and
          corresponding work letter(s), if any, and (iv) making such other
          amendments as are necessary to properly reflect terms regarding the
          applicable space. Tenant shall execute such amendment within twenty
          (20) days after receipt of such amendment. However, Tenant's failure
          to execute the amendment shall not affect an otherwise valid exercise
          of the applicable option and Tenant's exercise of the applicable
          option shall be fully effective whether or not the amendment is
          executed.

     e.   CONFIGURATION. Notwithstanding anything to the contrary herein, the
          Option Space and the Refusal Space, as applicable, shall have a
          configuration reasonably acceptable to Landlord and Tenant and shall,
          for space leased by Tenant be contiguous to the Premises. Landlord
          may, but shall not be required to, relocate space offered to Tenant to
          a non-contiguous part of the Building if the space is leased to a
          third party so that any remaining space is contiguous to the Premises.
          In addition, the size of any Option Space or Refusal Space is subject
          to an increase or decrease in size (not to exceed ten percent (10%) of
          the originally identified size of the space) in order to properly fit
          the applicable space into the design of the Building. For example, and
          without limitation, the configuration of the Option Space or Refusal
          Space shall not reduce the dock capacity of

                                       48
<Page>

          the Building or unreasonably reduce the marketability of the Building.

     f.   PERMITTED ASSIGNMENT AND SUBLEASING. Notwithstanding anything in this
          Section 29 to the contrary, the prohibition of the exercise of any of
          the options or rights granted in Section 29 shall not apply to:

          (i)    the assignee or sublessee pursuant to a Permitted Transfer , or

          (ii)   an assignee or sublessee for whom Landlord specifically grants
                 written consent for the transfer of all or part of the rights
                 and options of Tenant in this Section 29; provided a general
                 consent or non-specific or ambiguous consent shall never
                 authorize such assignee or sublessee to exercise any of the
                 rights or options in this Section 29.

30.  PURCHASE OPTION.

     a.   RIGHT OF FIRST REFUSAL SPACE. On and after the expiration of the
          Contraction Option and through the forty-eighth (48th) month of the
          Term of this Lease, Tenant shall have a right of first refusal for the
          purchase of the Building (the "ROFR"), which right of first refusal
          shall be exercised as follows: when Landlord receives a bona fide
          offer to purchase the Property (the "PURCHASE OFFER"), which Purchase
          Offer may be evidenced by a non-binding letter of intent executed in
          good faith by Landlord and an unrelated third party, Landlord shall
          advise Tenant in writing (the "ROFR NOTICE") of the terms under which
          Landlord is prepared to sell the Building to such Prospect and Tenant
          may purchase the Building under the terms set forth in the ROFR
          Notice, by providing Landlord with written notice of exercise ("NOTICE
          OF PURCHASE") within ten (10) business days after the date of the ROFR
          Notice, except that Tenant shall have no such Right of First Refusal
          and Landlord need not provide Tenant with a ROFR Notice if:

                 1.      Tenant is in default under the Lease beyond the
                         expiration of any applicable notice and cure periods at
                         the time Landlord would otherwise deliver the ROFR
                         Notice; or

                 2.      the Lease has been assigned prior to the date Landlord
                         would otherwise deliver the ROFR Notice; or

                 3.      the entire Premises is sublet at the time Landlord
                         would otherwise deliver the ROFR Notice; or

                 4.      Tenant is not occupying the Premises on the date
                         Landlord would otherwise deliver the ROFR Notice.

     b.   TERMS FOR ROFR. Except as provided below, all of the business terms
          stated in the ROFR Notice shall govern Tenant's purchase of the
          Building and only to the extent that they do not conflict with the
          ROFR Notice, Landlord and Tenant shall mutually negotiate the
          remaining terms of the purchase and sale agreement so that a binding
          contract is executed by Landlord and Tenant within twenty (20) days of
          Tenant's election to purchase the Building.

                                       49
<Page>

     c.   TERMINATION OF ROFR. The rights of Tenant hereunder with respect to
          the ROFR Space identified in the ROFR Notice shall terminate on the
          earlier to occur of (A) Tenant's failure to exercise its Right of
          First Refusal within the ten (10) business day period provided in
          subparagraph (i) above, and (B) the date Landlord would have provided
          Tenant a ROFR Notice if Tenant had not been in violation of one or
          more of the conditions set forth in paragraph (i) above. Upon such
          termination, but subject to the following sentence, Landlord may sell
          the Building to a third party upon the terms set forth in the ROFR
          Notice or upon terms that are substantially the same as the terms set
          forth in the ROFR Notice. Notwithstanding the foregoing, if (A) Tenant
          was entitled to exercise its Right of First Refusal, but failed to
          provide Landlord with a Notice of Purchase within the ten (10)
          business day period provided in paragraph (i) above, and (B) Landlord
          does not sell the Building within a period of six (6) months following
          the date of the ROFR Notice, Tenant shall once again have a Right of
          First Refusal with respect to such ROFR Space. For purposes hereof,
          the terms offered to a prospect shall be deemed to be substantially
          the same as those set forth in the ROFR Notice as long as there is no
          more than a ten percent (10%) increase or decrease in the "bottom
          line" cost per square foot of the ROFR Space to the purchaser when
          compared with the "bottom line" cost per square foot under the ROFR
          Notice, considering all of the economic terms of the both deals,
          respectively, including, without limitation, any financial
          concessions.

     d.   EXCEPTIONS TO PURCHASE OPTION. This Purchase Option does not apply to
          (but shall survive) any transfer of the Building (i) in connection
          with the exercise of any rights and remedies by a mortgagee that has a
          loan that is secured by a lien on the Property (including, without
          limitation, a foreclosure or a deed in lieu of foreclosure or any
          other transfer by or to such mortgagee) or (ii) any transfer to any
          affiliate or subsidiary of Landlord or any such mortgagee at any time
          prior to or following a foreclosure or transfer in lieu of
          foreclosure.

     e.   PERMITTED ASSIGNMENT AND SUBLETTING. Notwithstanding anything in this
          Section 30 to the contrary, the prohibition of the exercise of any of
          the option or right granted in Section 30 shall not apply to:

          (i)    the assignee or sublessee pursuant to a Permitted Transfer , or

          (ii)   an assignee or sublessee for whom Landlord specifically grants
                 written consent for the transfer of all or part of the rights
                 and options of Tenant in this Section 30; provided a general
                 consent or non-specific or ambiguous consent shall never
                 authorize such assignee or sublessee to exercise any the right
                 or option in this Section 30.

31.  ZONING. Based upon and in reliance on the Title Policy, a copy of which
Title Policy is attached hereto as EXHIBIT L, Landlord represents to Tenant
that, as of March 16, 2000, the land on which the Building is located was
classified "M-1" by the applicable zoning ordinances and that such
classification allows the following use or uses, subject to compliance with any
conditions, restrictions, or requirements contained in said zoning ordinances
and amendments thereto, including, but not limited to the securing of necessary
consents or authorizations as a prerequisite to such use or uses: light
manufacturing which is nuisance free and which does not generate hazardous
waste. Without additional investigation, Landlord has no actual current
knowledge (as defined in Section 25.e. above in this Lease) of any changes to
such zoning classification.

                                       50
<Page>

32.  CONFIDENTIALITY. Landlord and Tenant covenant and agree that they will not
issue any press releases or make similar disclosures to any reporting
publication disclosing the monetary terms of this Lease, except as may be
required by law and as mutually agreed upon by Landlord and Tenant and except
for disclosures to attorneys, accountants and other professionals who are
similarly bound to obligations of confidentiality, and to regulators and
prospective lenders. Notwithstanding the foregoing, (a) a general press release
regarding the general nature of the project shall be permitted if approved by
Landlord and Tenant and (b) Tenant shall not use the name "State Farm" in any of
its announcements or materials without the prior written approval of Landlord.

33.  SATELLITE. Subject to Tenant's compliance with all applicable laws and if
Tenant is not in default under this Lease (after expiration of all applicable
notice and cure periods) at the time of Tenant's request, and at the time of
installation, Tenant (but not any assignee or subtenant except pursuant to a
Permitted Transfer) will be allowed to install a Satellite dish of a customary
size on the roof of the Building within screened areas to be constructed by
Tenant. Landlord has the right to approve all installations on the roof,
including, without limitation, the size, type, height and weight of antenna
equipment, aesthetic appearance, compliance with governmental regulations and
roof and/or structural effects. This satellite dish will be installed at
Tenant's expense, subject to Landlord's prior approval of the design and
installation of same. Tenant shall protect the integrity of the roof, structure
and all building systems from damage in connection with the installation or
existence of the satellite dish. The dish shall not be visible from the street
and surrounding areas and must meet all codes and laws. Prior to commencement of
any work in or about the Building by the Tenant's installer, the installer shall
supply Landlord with such customary written indemnities and/or insurance as
Landlord deems necessary in its commercially reasonable discretion and, after
the installation, shall provide as-built plans. Landlord shall incur no expense
whatsoever with respect to any aspect of the installer's provision of its
services to Tenant, including without limitation, the costs of installation,
materials and services, it being understood and agreed that Tenant shall be
fully responsible for all such costs. Except for Landlord's gross negligence and
willful misconduct, Landlord shall have no responsibility whatsoever for the
delivery, installation, use, operation, demolition or removal of any
communications equipment installed by or on behalf of Tenant. Tenant and its
installer shall abide by such commercially reasonable rules and regulations,
building and other codes, job site rules and such other requirements as are
reasonably determined by Landlord to be necessary to protect the interests of
the Building and Landlord. Tenant shall repair any damage to the Building or
rooftop of the Building caused by the installation, use or removal of any
telecommunications equipment. Tenant shall be required to remove all of its dish
and antennae equipment (excluding wiring) immediately upon the expiration or
earlier termination of the Lease. Landlord's approvals required under this
paragraph shall not be unreasonably withheld, delayed or conditioned.

34.  BACK-UP GENERATOR AND FUEL TANK. Tenant shall be permitted to install and
operate a generator and fuel tank upon Tenant's satisfaction of the following
conditions:

     (a.) Landlord shall have the right to review and approve the brand, design,
          proposed installation method and contractor for the proposed generator
          and tank;

     (b.) Tenant shall execute such additional documentation and indemnities
          regarding the installation, maintenance, operation and removal of the
          fuel tank and generator that may be required by Landlord in its
          reasonable discretion and setting forth commercially reasonable
          requirements for Tenant's insurance regarding the proposed generator
          and tank;

     (c.) Tenant shall be responsible for all costs associated in any way with
          the generator and fuel tank, including, without limitation Landlord's
          costs of professionals (including without

                                       51
<Page>

          limitation, engineers and attorneys) to review and document the
          addition of the generator and fuel tank;

     (d.) Tenant shall comply with all applicable laws regarding the
          installation, maintenance, operation and removal of the generator and
          fuel tank;

     (e.) Tenant shall remove the generator and fuel tank prior to the
          expiration of the term of this Lease and restore the Complex to its
          original condition, normal wear and tear and casualty and condemnation
          excepted;

     (f.) Tenant shall provide all environmental insurance reasonably required
          by Landlord with regard to the generator and fuel tank and, except to
          the extent of any applicable insurance carried by Tenant, the waiver
          of subrogation shall not apply with regard to damage caused due to the
          installation, maintenance, operation or removal of the generator and
          fuel tank;

     (g.) Landlord shall determine the location for the generator and fuel tank
          and the location of the riser for the connection of the generator to
          Tenant's Premises in its sole discretion; and

     (h.) The location of the generator and tank and Tenant's right to install
          the generator are subject to the rights of other tenants in the
          Building at the time of Tenant's request for installation of the
          generator and is subject to applicable law, and, without limitation,
          if applicable law then requires payment of any additional fees or
          taxes in order to operate a generator or fuel tank, Tenant shall be
          responsible for same and for any increased costs associated with the
          addition of the generator to the Complex.

35.  USURY. If from any circumstances whatsoever, fulfillment of any provision
of this Lease at the time performance of such provision shall be due shall
involve transcending the limit of validity presently prescribed by any
applicable usury statute or any other applicable law with regard to obligations
of like character and amount, then, ipso facto, the obligation to be fulfilled
shall be reduced to the limit of such validity, so that in no event shall any
exaction be possible under this Lease that is in excess of the current limit of
such validity. Without limiting the generality of the foregoing, in the event
that the circumstances of disbursement, repayment or collection, or any
circumstances affecting this Lease, are such that collection of any fee, default
charge, late charge or other interest or charge, together will all other
interest payable by Tenant should result in the charging of interest in excess
of five percent (5.0%) per month in violation of Section 7-4-18 of the Official
Code of Georgia Annotated ("O.C.G.A."), then such fee, default charge, late
charge or other interest or charge shall be automatically reduced (and if
collected, shall be rebated) to the extent necessary to comply with O.C.G.A.
Section 7-4-18. For purposes of determining whether the rate of interest exceeds
the highest lawful rate, all sums paid or to be paid with respect to the
indebtedness which are deemed interest for purposes of determine usury under
applicable law shall be deemed to accrue throughout the term of this Lease (or
such longer period of time permitted by applicable law) although the same may be
computed and paid at specified times.

36.  EXHIBITS AND ATTACHMENTS. All exhibits, attachments, riders and addenda
referred to in this Lease are incorporated in this Lease and made a part hereof
for all intents and purposes.

          Exhibit A      Description of Premises
          Exhibit B      Legal Description of Land
          Exhibit C      Project Site Plan
          Exhibit D      Work Letter
          Schedule D-1   Contractor Insurance Requirements
          Exhibit D-1    Specifications for Tenant Improvements (including
                         Additional Improvements)
          Exhibit E      Acceptance of Premises Memorandum

                                       52
<Page>

          Exhibit F      Environmental Questionnaire
          Exhibit G      Intentionally Deleted
          Exhibit H      Rules and Regulations
          Exhibit I      Confidentiality Agreement
          Exhibit J      Arbitration Procedure
          Exhibit K      Intentionally Deleted.
          Exhibit L      Owner's Title Policy
          Exhibit M      Contact Information for Work Letter
          Exhibit N      Parking Spaces
          Exhibit O      Short Form Lease and Notice of Right of First Refusal
                         to Purchase

37.  COUNTERPART AND FACSIMILE EXECUTION. This Lease may be executed by
facsimile in multiple counterparts, each of which shall constitute an original
instrument, but all of which shall constitute one and the same agreement.

     IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the
date first above written.


LANDLORD:                                      TENANT:

Eagle Trade Center, L.L.C., a Delaware         The William Carter Company
limited liability company                      a Massachusetts corporation

By:  AmberJack, Ltd., an Arizona corporation
     Its managing Member                       By:
                                                   -----------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------
                                               Date:
                                                     ---------------------------
     By:
         -----------------------------------
     Name:
           ---------------------------------
     Title:
            --------------------------------
     Date:                                     Attest:
           ---------------------------------           -------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                      --------------------------
     Attest:                                   Date:
             -------------------------------         ---------------------------
     Name:
           ---------------------------------
     Title:
            --------------------------------
     Date:
          ----------------------------------

                                       53
<Page>

                                    EXHIBIT A

                                    PREMISES

This Exhibit is attached to and made a part of that certain Lease Agreement
dated as of January 17, 2003 by and between Eagle Trade Center, L.L.C., a
Delaware limited liability company, as "LANDLORD", and The William Carter
Company, a Massachusetts corporation, as "TENANT", for the Premises known as
Suite 100, Eagle's Landlord Trade Center 3, Stockbridge, Henry County, Georgia.

                                        1
<Page>

                                    EXHIBIT B

                          LEGAL DESCRIPTION OF THE LAND

This Exhibit is attached to and made a part of that certain Lease Agreement
dated January 17, 2003 by and between Eagle Trade Center, L.L.C., a Delaware
limited liability company, as "LANDLORD", and The William Carter Company, a
Massachusetts corporation, as "TENANT", for the Premises known as Suite 100,
Eagle's Landlord Trade Center 3, Stockbridge, Henry County, Georgia.

TRACT I:

All that certain tract or parcel of land lying and being in Land Lot 1, 12th
District, Henry County, Georgia, being more particularly described as follows:

To find the true point of beginning, commence at the point of intersection of
the Northeasterly right of way line of Eagle's Landing Parkway (200' r/w) and
the Northwesterly right of way line of the Norfolk Southern Railroad (150' r/w);
thence, running with the aforesaid right of way line of Eagle's Landing Parkway
in a generally Northeasterly direction 440.71 feet to an 1/2" iron pin set at
the true point of beginning; thence, leaving the aforesaid true point of
beginning

          1.     639.58 feet along the arc of a curve deflecting to the right
                 and having a radius of 1173.24 feet and a chord bearing and
                 distance of North 59 DEG. 33' 40" East 631.69 feet to a 1/2"
                 iron pin found; thence, leaving the aforesaid right of way line
                 of Eagle's Landing Parkway
          2.     South 35 DEG. 26' 53" East, 624.86 feet to a 1/2" iron pin
                 found; thence
          3.     South 51 DEG. 39' 00" West, 536.35 feet to a 1/2" iron pin
                 set; thence
          4.     North 42 DEG. 59' 19" West, 713.34 feet to a 1/2" iron pin set
                 at the point of beginning, containing 405,585 square feet or
                 9.31 acres of land.

TRACT II:

All that tract or parcel of land lying and being in Land Lot 1, 12th District
and Land Lot 16, 6th District, Henry County, Georgia.

BEGINNING at a 1/2" rebar found on the Southerly r/w line of Eagle's Landing
Parkway (200' r/w) at a point which is 1080.45 feet Easterly along the Southerly
r/w line of Eagle's Landing Parkway from its intersection with the Northerly r/w
line of Norfolk and Southern Railroad (150' r/w at this point), and running
thence along a curve to the right having an Arc length of 308.12 feet along the
right of way of Eagle's Landing Parkway, said curve having a radius of 1173.24
feet with a chord distance of 307.24 feet with a chord bearing of North 82 DEG.
44' 42" East; thence South 89 DEG. 43' 59" East a distance of 841.61 feet along
the right of way of Eagle's Landing Parkway to an iron pin; thence leaving said
Road r/w South 67 DEG. 43' 46" East a distance of 334.78 feet to a point;
thence South 60 DEG. 44' 53" West a distance of 804.97 feet to an iron pin;
thence South 03 DEG. 20' 56" East a distance of 403.75 feet to an iron pin;
thence South 42 DEG. 33' 57" East a distance of 448.46 feet to a point; thence
South 45 DEG. 39' 03" West a distance of 492.64 feet to an iron pin located on
the Northeasterly r/w line of the Norfolk and Southern Railroad right of way
(250' r/w at this point); thence North 64 DEG. 24' 05" West a distance of
459.67 feet to an iron pin; thence South 25 DEG. 35' 55" West along the
Westerly r/w line of said Norfolk and Southern Railroad r/w line 50.00 feet to
an iron pin located on the Northerly r/w line of said Norfolk and Southern
Railroad r/w line (150' r/w at this point); thence along a curve to the right
having an Arc length of 351.34 feet in the Norfolk

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and Southern right of way, with a radius of 2128.68 feet with a chord distance
of 350.95 feet with a chord bearing of North 59 DEG. 40' 23" West to an iron
pin; thence continuing along said r/w line North 54 DEG. 56' 40" West a
distance of 350.44 feet to a 1/2" rebar found; thence leaving said Railroad r/w
North 51 DEG. 39' 00" East a distance of 841.35 feet to an iron pin; thence
North 35 DEG. 26' 53" West a distance of 624.86 feet to a 1/2" rebar found and
the POINT OF BEGINNING, containing 30.61 Acres, more or less.

                                        2
<Page>

                                    EXHIBIT C

                                PROJECT SITE PLAN

This Exhibit is attached to and made a part of that certain Lease Agreement
dated January 17, 2003 by and between Eagle Trade Center, L.L.C., a Delaware
limited liability company, as "LANDLORD", and The William Carter Company, a
Massachusetts corporation, as "TENANT", for the Premises known as Eagle's
Landing Trade Center 3, Suite 100.

                                        1
<Page>

                                    EXHIBIT D

                                   WORK LETTER

This Exhibit is attached to and made a part of that certain Lease Agreement
dated January 17, 2003 by and between Eagle Trade Center, L.L.C., a Delaware
limited liability company, as "LANDLORD", and The William Carter Company, a
Massachusetts corporation, as "TENANT", for the Premises known as Suite 100,
Eagle's Landlord Trade Center 3, Stockbridge, Henry County, Georgia.

1.   APPLICATION OF EXHIBIT

     Capitalized terms used and not otherwise defined herein shall have the same
     definitions as set forth in the Lease. The provisions of this Work Letter
     shall apply to the planning and completion of leasehold improvements
     requested by Tenant (the "TENANT IMPROVEMENTS") as more particularly
     described in Exhibit D-1 attached hereto::

<Table>
<Caption>
                      Defined Term               Approximate square footage             Allowance
                 -------------------------  ------------------------------------  --------------------
                 <S>                        <C>                                     <C>
                  "Warehouse Premises"                    487,200                   See Exhibit D-1

                 "Maintenance Premises"                     300                     $         35.00

                   "Shipping Premises"                     2,500                    $         35.00

                    "Office Premises"         15,000 (including 5,000 sq. ft.       $         35.00
                                                mezzanine and including the
                                            computer room which may be located
                                                outside of the office area)

                       Guard Shack                          N/A                     $     15,000.00

                 Equipment Wash Station                     N/A                     $     10,000.00
</Table>

          The Maintenance Premises, Shipping Premises and Office Premises are
          collectively referred to herein as the "ALLOWANCE PREMISES."

2.   LANDLORD AND TENANT PRE-CONSTRUCTION OBLIGATIONS

     (a)  WORKING DRAWINGS. The architect for the Tenant Improvements has been
          selected by agreement of Landlord and Tenant and is Randall Paulson
          (the "ARCHITECT"). The Architect shall prepare working construction
          drawings for the Tenant Improvements (the "WORKING DRAWINGS") which
          shall include either in narrative or other form, information to
          provide the Contractor with adequate detail to construct the Tenant
          /Improvements, without limitation, architectural, engineering
          (including mechanical, electrical and plumbing ("MEP")) and design
          drawings

                                        1
<Page>

          showing the locations and numbers of doors, partitioning, electrical
          fixtures, outlets and switches, plumbing fixtures, floor loads and
          other requirements, and a list of all specialized installations and
          specifications required by Tenant for its use of the Office Premises,
          the Shipping Premises and the Maintenance Premises. The Working
          Drawings shall also include power, phone and data locations in the
          Warehouse Premises. The Working Drawings (i) shall be subject to the
          final approval of both Landlord and Tenant, which approval shall not
          be unreasonably withheld, (ii) shall not be in conflict with building
          codes for the City of Stockbridge or County of Henry or with insurance
          requirements for a comparable industrial building, and (iii) shall be
          in a form satisfactory to appropriate governmental authorities
          responsible for issuing permits and licenses required for
          construction. The Working Drawings shall be prepared based upon the
          Specifications for Tenant Improvements attached hereto as Exhibit D-1.
          In the event an items is not addressed in sufficient detail on Exhibit
          D-1, the Working Drawings shall reflect the commercially accepted base
          building standard for Comparable Buildings (as defined in Section 8.b.
          of the Lease.

     (b)  COST OF WORKING DRAWINGS. The costs associated with preparation of the
          Working Drawings for the Allowance Premises and for the Warehouse
          Premises shall be paid by Landlord and shall not be paid from the
          Allowance.

     (c)  APPROVAL OF WORKING DRAWINGS. Within seven (7) business days after the
          initial proposed Working Drawings are delivered to Tenant, Tenant
          shall approve or disapprove same in writing and if disapproved, Tenant
          shall provide the Architect specific reasons for disapproval; provided
          that Tenant shall respond within five (5) business days after receipt
          of any revised Working Drawings. The foregoing process shall continue
          until the Working Drawings are approved by Landlord and Tenant;
          provided that if Tenant fails to respond in the initial seven (7)
          business day period or any subsequent five (5) business day period,
          Tenant shall be deemed to have approved the last submitted Working
          Drawings. For purposes of approval of any items required by this Work
          Letter, the item will be considered delivered to Landlord or Tenant
          upon delivery to any of the individuals listed on EXHIBIT M for
          Tenant, Landlord or the Architects, respectively. All deliveries
          required under this Work Letter shall be deemed delivered when sent by
          any method of delivery (including email and facsimile) for which
          receipt is either confirmed by the applicable party or by the delivery
          service (including electronic verification if confirmed by telephone
          contact with the recipients). Landlord is solely responsible for
          determining that the Working Drawings comply with all applicable
          building, fire, plumbing, electrical, health, and sanitary codes,
          regulations, laws, ordinances, rules and regulations of any applicable
          governmental authority. In order to expedite the construction
          schedule, Landlord may submit Working Drawings to Tenant separately
          for the Warehouse Premises, the computer room, the Office Premises,
          the Shipping Premises and the Maintenance Area and for any other areas
          for which separate Working Drawings are prepared by Architect. Each
          set of Working Drawings shall be subject to the foregoing procedure
          for the review and approval of same. Landlord shall be responsible for
          verification that all such separate Working Drawings together
          represent all of the Tenant Improvements contemplated by Tenant's
          Space Plan.

     (d)  CONTRACTOR. Landlord's Contractor shall be Conlan Construction
          ("CONTRACTOR"). Tenant hereby approves the Contractor.

     (e)  TENANT'S CONSULTANT. Tenant's construction consultant ("TENANT'S
          CONSULTANT") shall be approved by Landlord in its reasonable
          discretion and shall be selected by Tenant prior to the commencement
          of construction. Subject to the terms of the Lease and this Work
          Letter, Landlord will cooperate with commercially reasonable requests
          by Tenant's Consultant.

                                        2
<Page>

3.   BUILDING PERMIT

          After the final approval of the Working Drawings by Landlord and
Tenant has occurred ("FINAL APPROVAL") and the Contractor has been selected, the
Contractor shall submit the Working Drawings to the appropriate governmental
body or bodies for final plan checking and a building permit. Landlord shall
cause to be made any change in the Working Drawings necessary to obtain the
building permit; provided, however, after the Final Approval, no changes shall
be made to the Working Drawings, without the prior written approval of both
Landlord and Tenant.

4.   CONSTRUCTION OF TENANT IMPROVEMENTS

     In the event the Working Drawings do not comply with any applicable laws,
     codes or regulations, all costs resulting from such non-compliance shall be
     paid by Landlord or paid from the Allowance to the extent the Allowance is
     sufficient to pay for such costs. Landlord shall see that the construction
     complies with any and all restrictive covenants and/or deed restrictions
     applicable to the Premises.

     Landlord shall use commercially reasonable efforts to cause the Contractor
     to promptly complete the construction of the Tenant Improvements in
     substantial conformance with the Working Drawings in a good and workman
     like manner using first-class materials. The Construction Contract shall
     for the Allowance Premises only, at a minimum, require (i) the construction
     of the Tenant Improvements for a stipulated sum contract, based on the
     Working Drawings; (ii) Tenant's right to review and approve all Contractor
     pay applications (which approval shall not be unreasonably withheld or
     delayed by Tenant); and (iv) evidence of the insurance of the Contractor
     set forth in SCHEDULE 1 attached hereto in the amounts set forth on
     SCHEDULE 1 attached to this Exhibit and any other insurance required by
     Landlord, and naming Landlord and Tenant as an additional insured on all
     liability insurance policies. Such Construction Contract price for the
     Allowance Premises shall be subject to adjustment based on any changes to
     the Working Drawings required by Tenant in accordance with this Work
     Letter. The Construction Contract price for the Allowance Premises may not
     be increased by change order or otherwise, without Tenant's prior written
     approval, which approval shall not be unreasonably withheld or delayed.

5.   TENANT IMPROVEMENT COSTS

     (a)  TENANT IMPROVEMENTS PROVIDED BY LANDLORD. Landlord will initially
          provide at no additional cost to Tenant, the improvements for the
          Warehouse Premises described on EXHIBIT D-1 attached hereto. Any
          changes to the scope of these described improvements shall be made at
          Tenant's sole cost and expense. Except where specific materials are
          listed on Exhibit D-1, the described improvements will be completed
          using building standard materials that are consistent with the
          building standard used for Comparable Buildings. Landlord shall not be
          responsible for any above-building standard materials or methods that
          are not specifically listed on Exhibit D-1, including, without
          limitation, any such above Building standard items that may be
          required by Tenant and changes in the base Building structure.

     (b)  ALLOWANCE. Landlord shall pay for the costs of the Tenant Improvements
          for the Allowance Premises, provided such costs shall not exceed the
          Tenant Improvement allowance (the "ALLOWANCE") set forth in the chart
          in paragraph 1 of this Work Letter and more particularly described in
          EXHIBIT D-1 attached hereto. The Allowance shall be applied toward the
          cost of the purchase and construction of the Tenant Improvements for
          the Allowance Premises, including without limitation the following:

          (i)    Construction work for completion of the Tenant Improvements for
                 the Allowance Premises as reflected in the Construction
                 Contract;

          (ii)   All contractors' charges, general condition, performance bond
                 premiums and construction fees relating to the Allowance
                 Premises;

                                        3
<Page>

          (iii)  Tenant Improvements as shown on the approved Working Drawings
                 for the Allowance Premises;

          (iv)   Any modifications, alterations or changes to the Tenant
                 Improvements from the Working Drawings for the Allowance
                 Premises or for the remainder of the Premises, including,
                 without limitation any elevator that may be required by Tenant
                 or by applicable law for the mezzanine;

          (v)    any costs resulting from a Tenant Delay for any of the Tenant
                 Improvements (including without limitation the Warehouse
                 Premises);

          (vi)   Construction management fee for Landlord's construction manager
                 not to exceed 5%, if any, payable in connection with the work
                 for the Allowance Premises or for any changes to the work for
                 the Warehouse Premises (it being agreed that the Contractor may
                 also charge a commercially reasonable construction management
                 fee that will be included in the Allowance; and

          (vii)  Any design, engineering and consulting fees payable in
                 connection with the work for the Allowance Premises or for any
                 changes to the work for the Warehouse Premises.

     (c)  CONTRACTION SPACE IMPROVEMENTS. Except as specifically set forth on
     Exhibit D-1, Landlord shall not provide any Tenant Improvements to the
     Contraction Space. Any other improvements may be added at a later date at
     Tenant's sole cost (subject to the requirements of this Lease for Tenant
     Alterations).

6.   COSTS IN EXCESS OF TENANT IMPROVEMENT ALLOWANCE AT TENANT'S EXPENSE

     (a)  COST APPROVAL. Tenant shall pay the excess of the cost of the Tenant
          Improvements for the Allowance Premises over the amount of the Tenant
          Improvement Allowance available to defray such costs.

     (b)  FINAL COSTS. Within sixty (60) days after completion by Landlord of
          the Tenant Improvements, Landlord shall determine the actual final
          costs of the Tenant Improvements for (i) the Allowance Premises, (ii)
          any Tenant Delays for the Allowance Premises or for the Warehouse
          Premises and (iii) costs of changes to the Working Drawings for the
          Allowance Premises or for the Warehouse Premises (collectively, the
          "FINAL COSTS") AND shall submit a written statement of such amount to
          Tenant.

     (c)  PAYMENT OF EXCESS COSTS. In the event the Final Costs exceed the
          Allowance (such amounts exceeding the Tenant Improvement Allowance
          being herein referred to as the "EXCESS COSTS"), Tenant shall pay the
          estimated Excess Costs to Landlord within forty five (45) days after
          approval of the Tenant Improvement Costs. Landlord will provide Tenant
          with the option to amortize these Excess Costs over an approximately
          ten (10) year period at an interest rate of ten percent (10%) per
          annum. Tenant may elect such option within thirty (30) days of receipt
          of Landlord's invoice for Excess Costs (not to exceed $250,000.00) by
          written notice to Landlord. Upon such election an amendment to this
          Lease will be executed within thirty (30) days of Landlord's receipt
          of Tenant's election to document the addition of such Excess Costs to
          Tenant's Base Rent payments. The Excess Costs will be fully amortized
          over a period equal to 120 months minus the number of months (and
          partial months) between the Commencement Date and the date of the
          execution by both parties of the amendment to this Lease that
          documents the adjusted Base Rent payments.

                                        4
<Page>

     (d)  CREDIT OF UNUSED ALLOWANCE. In the event the Final Costs are less than
          the Allowance, the unused portion of the Allowance may be used by
          Tenant as a credit against Base Rent under the Lease.

     (e)  STATEMENTS FINAL. The statements of costs submitted to Landlord by
          Landlord's contractors shall be conclusive for purposes of determining
          the actual cost of the items described therein. The amounts payable
          hereunder constitute additional rental payable pursuant to the Lease,
          and the failure to timely pay same constitutes an event of default
          under the Lease.

7.   CHANGE ORDERS

     (a)  Tenant may from time to time request and obtain change orders during
          the course of construction provided that: (i) each such request shall
          be reasonable, shall be in writing and signed by or on behalf of
          Tenant, and shall not result in any structural change in the Building,
          as reasonably determined by Landlord, (ii) all additional charges and
          costs, including without limitation architectural and engineering
          costs, construction and material costs, and processing and permitting
          costs of any governmental entity shall be the sole and exclusive
          obligation of Tenant, and (iii) any resulting delay in the completion
          of the Tenant Improvements shall be deemed a Tenant Delay and in no
          event shall extend the Commencement Date of the Lease. Upon Tenant's
          request for a change order, Landlord shall as soon as reasonably
          possible submit to Tenant a written estimate of the increased or
          decreased cost and anticipated delay, if any attributable to such
          requested change. Within three (3) days of the date such estimated
          cost adjustment and delay are delivered to Tenant, Tenant shall advise
          Landlord whether it wishes to proceed with the change order. Unless
          Tenant includes in its initial change order request that the work in
          process at the time such request is made be halted pending approval
          and execution of a change order, Landlord shall not be obligated to
          stop construction of the Tenant Improvements, whether or not the
          change order relates to the work then in process or about to be
          started. Tenant shall pay the amount of the increased cost, if any,
          attributable to such change order within forty-five (45) days of the
          completion of such change order. Notwithstanding the foregoing, for
          change orders for the Allowance Premises, (i) Tenant may include the
          costs of such change orders in the Allowance and (ii) Tenant shall
          have the option to treat such change orders costs as Excess Costs and
          pay such costs as Base Rent using the procedure and terms set forth
          above in Section 6.(c).

8.   COMMENCEMENT DATE AND TENANT DELAYS
     Notwithstanding anything to the contrary in Paragraph 1 of the Lease, the
     Term of the Lease shall commence on the later to occur of (x) April 1, 2003
     and (y) the earlier of substantial completion of the Tenant Improvements,
     as adjusted for Tenant Delays and force majeure or commencement of business
     operations in all or part of the Premises. For purposes of this subsection,
     the "commencement of business operations" shall mean Tenant's commencement
     of the distribution of products from the Premises, but shall not mean
     Tenant's receipt of inventory and installation of the Installed Equipment,
     as defined below in Section 12 of this Exhibit D. In no event shall the
     Commencement Date of the Lease be extended or delayed due or attributable
     to delays due to the fault of Tenant ("TENANT DELAYS"). Tenant Delays shall
     include, but are not limited to delays caused by or resulting from any one
     or more of the following:

     (a)  Tenant's failure to timely review and reasonably approve the Working
          Drawings or to promptly cooperate with the Architect and furnish
          information to Landlord for the preparation of the Preliminary Plans
          and Working Drawings;

     (b)  Tenant's request for or use of special materials, finishes or
          installations which are not readily available, provided that Landlord
          shall notify Tenant in writing that the particular material, finish,
          or installation is not readily available promptly upon Landlord's
          discovery of same;

     (c)  Change orders requested by Tenant;

                                        5
<Page>

     (d)  Interference by Tenant or by Tenant's agents, employees or contractors
          with Landlord's construction activities;

     (e)  Tenant's failure to reasonably approve any other item or perform any
          other obligation in accordance with and by the dates specified herein
          or in the Construction Contract;

     (f)  Tenant's requested changes in the Preliminary Plans, Working Drawings
          or any other plans and specification after the approval thereof by
          Tenant or submission thereof by Tenant to Landlord;

     (g)  Tenant's failure to reasonably approve written estimates of costs in
          accordance with this Work Letter;

     (h)  Tenant's obtaining or failure to obtain any necessary governmental
          approvals or permits for Tenant's intended use of the Premise; and

     (i)  Landlord's failure to obtain Certificate of Occupancy (or its
          equivalent) due to the status or condition of Tenant's installation of
          equipment.

     If the Commencement Date of the Lease is delayed by any Tenant Delays, then
     substantial completion of the Tenant Improvements shall be deemed to have
     occurred on the date substantial completion would have occurred absent any
     Tenant Delays and the Commencement Date of the Lease and the payment of
     rent shall be accelerated by the number of days of such delay. Landlord
     shall give Tenant written notice within a reasonable time of any
     circumstance that Landlord believes constitutes a Tenant Delay.

          The term "SUBSTANTIAL COMPLETION" shall mean when the Tenant
          Improvements are sufficiently completed so that the Tenant can
          reasonably use the Premises for the commencement of business,
          including without limitation, each of the following events have
          occurred:

     (a)  The Tenant Improvements have passed all governmental inspections and
          all conditions have been met to allow for lawful occupancy of the
          Premises; and

     (b)  The Tenant Improvements shall have been substantially completed
          (except for punch-list items to be completed within sixty (60) days of
          the date on which Landlord and Tenant agree upon the punch-list items)
          in accordance with the Working Drawings and the Architect shall have
          certified to Tenant that such substantial completion has occurred.

     (c)  As used herein, the term "FORCE MAJEURE" shall mean a delay which is
          due to strikes, riots, acts of God, shortages of labor or materials
          (as opposed to Tenant's selection of specific items that are not
          available but alternative selections are available), war, terrorism,
          governmental action or inaction beyond the control of Landlord, or
          other similar causes beyond the reasonable control of Landlord or
          Tenant, all which arise after the execution of the Construction
          Contract, including without limitation, failure of the appropriate
          governmental authorities to issue approvals and permits required for
          the construction of the Tenant Improvements.

9.   TRADE FIXTURES AND EQUIPMENT

     Tenant acknowledges and agrees that Tenant is solely responsible for
     obtaining, delivering and installing in the Premises all necessary and
     desired furniture, trade fixtures, equipment and other similar items, and
     that Landlord shall have no responsibility whatsoever with regard thereto.
     Tenant further acknowledges and agrees that neither the Commencement Date
     of the Lease nor the payment of rent shall be delayed for any period of
     time whatsoever due to any delay in the furnishing of the Premises with
     such items.

                                        6
<Page>

10.  CLOSE-OUT DOCUMENTATION

     Notwithstanding anything to the contrary contained in this Exhibit, in
     addition to any other requirements set forth herein, Landlord shall deliver
     to Tenant all of the following as soon as possible following Substantial
     Completion of the Tenant Improvements, but not later than forty-five (45)
     days thereafter:

     (a)  The originals or copies of operation and maintenance manuals received
          from the Contractor for all building systems serving the Premises.

     (b)  The originals or copies of all guarantees and warranties obtained by
          Landlord in connection with the construction of the Tenant
          Improvements.

     (c)  Copies of the final as-built plans and specifications for the Tenant
          Improvements.

          Landlord shall cause the Contractor provide to Tenant within
          forty-five (45) days after Substantial Completion of the Tenant
          Improvements, a list of the name, address and telephone number of all
          contractors and subcontractors that have supplied labor or furnished a
          major component of materials or equipment to the Premises on behalf of
          Landlord. Landlord shall cause Contractor to complete all punch-list
          items within sixty (60) days of the date on which Landlord and Tenant
          agree upon the punch-list items.

11.  WARRANTIES

     Landlord shall assign to Tenant on a non-exclusive basis all guarantees and
     warranties received by Landlord in connection with the Tenant Improvements.
     Landlord shall obtain a customary warranty from the Contractor covering the
     Tenant Improvements.

12.  TENANT'S INSTALLATION OF EQUIPMENT AND INVENTORY.

          (a)    Installed Equipment. To the extent permitted by applicable laws
                 and zoning ordinances, commencing on or after the later of
                 March 1, 2003 or sixty (60) days following Landlord's approval
                 of the Working Drawings, Tenant may during normal business
                 hours, prior to the Commencement Date personally, or through
                 others, store inventory, install racks, conveyor equipment and
                 other personal property in the Premises (the "INSTALLED
                 EQUIPMENT"). Prior of the commencement of the installation of
                 the Installed Equipment, Tenant (a) will obtain all permits or
                 approvals required by any Governmental Authorities for the
                 installation of such Installed Equipment and (b) insurance
                 certificates and appropriate waivers of subrogation shall be
                 provided to Landlord as provided in the Lease. Tenant
                 acknowledges that the exact installation schedule for the
                 Installed Equipment will have to be determined as construction
                 progresses and Tenant and Landlord agree to work together to
                 determine an appropriate schedule for the installation. Without
                 limitation, Tenant shall provide to Landlord a detailed
                 description of the desired installation activities and timing,
                 which schedule and activities shall be subject to the
                 reasonable approval of Landlord and Contractor; provided the
                 foregoing is only intended to give Landlord and Contractor the
                 ability to impose reasonable requirements to protect the timing
                 of the completion of the Tenant Improvements and to
                 appropriately provide for the safety and cooperation of the
                 Contractor's and Tenant's contractors and mechanics. Tenant
                 shall install the Installed Equipment in a manner which will
                 not delay the anticipated completion of the Tenant Improvements
                 by the scheduled Commencement Date. Any delay attributable to
                 the installation of the Installed Equipment by Tenant shall be
                 a Tenant Delay. If applicable, Tenant shall be responsible for
                 the removal of the Installed Equipment in the event of any
                 casualty or condemnation affecting the Premises unless Tenant
                 elects not to remove the same in which case Landlord shall take
                 ownership thereof and the provisions in Section 16

                                        7
<Page>

                 of the Lease relating to the transfer to Landlord of Abandoned
                 Installed Equipment shall apply.

          (b)    Access. Landlord shall give those persons who are installing
                 the Installed Equipment reasonable access to the Premises,
                 which access shall not unreasonably interfere with the
                 Contractor or any of its subcontractors. The obligations of
                 Tenant contained in this Section 11 shall survive the
                 termination of this Lease. Tenant will comply with the terms of
                 the Lease regarding the installation of the Installed Property,
                 including, without limitation, the terms regarding Alterations
                 in Section 7 and the terms regarding mechanic's liens in
                 Section 23 of the Lease.

          (c)    INDEMNITY. EXCEPT TO THE EXTENT ANY DAMAGES, ACTIONS,
                 LIABILITIES AND EXPENSES ARE COVERED BY PROPERTY INSURANCE
                 REQUIRED TO BE MAINTAINED BY EITHER PARTY HEREUNDER, TENANT
                 WILL INDEMNIFY, DEFEND AND HOLD LANDLORD AND ITS AFFILIATES AND
                 SUBSIDIARIES, AND ITS EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS,
                 OFFICERS, MEMBERS AND DIRECTORS HARMLESS FROM AND AGAINST ANY
                 AND ALL ACTIONS, DAMAGES, LIABILITY AND EXPENSE IN CONNECTION
                 WITH BODILY INJURY, DEATH, AND DAMAGES TO PROPERTY ARISING FROM
                 OR OUT OF THE USE AND OCCUPANCY BY THE TENANT OF THE PREMISES
                 OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION, ANY AND ALL
                 LIENS, LOSS, COSTS AND EXPENSE, INCLUDING REASONABLE ATTORNEYS'
                 FEES, RELATING TO THE INSTALLATION AND, IF APPLICABLE, REMOVAL
                 OF THE INSTALLED EQUIPMENT.

                                        8
<Page>

                                   SCHEDULE I
                                  TO EXHIBIT D

                        CONTRACTOR INSURANCE REQUIREMENTS

     The Contractor shall purchase and maintain commercial general liability
insurance as required to protect himself and the Owner from claims set forth
below which may arise out of or result from operations of the Contractor or any
subcontractor under the Contract, whether such claims arise during Contract
performance or subsequent to completion of operations under the Contract and
whether such operations be by himself or by any subcontractor or by anyone
directly or indirectly employed by any of them or by anyone for whose acts any
of them may be liable. Insurance shall be purchased from a company licensed to
do business in the state in which the Project is located.

          Claims under Workers' Compensation, disability benefit and other
     similar employee benefit acts.

          Claims for damages because of bodily injury, occupational sickness or
     disease, or death of its employees and claims insured by usual personal
     injury liability coverage.

          Claims for damages because of bodily injury, sickness or disease, or
     death of any person other than its employees and claims insured by usual
     personal injury liability coverage.

          Claims for damages other than to the work itself, because of injury to
     or destruction of tangible property, including loss of use resulting
     therefrom.

          Claims for damages insured by usual bodily injury liability coverage
     which are sustained (1) by any person as a result of an offense directly or
     indirectly related to the employment of such person by the Contractor, or
     (2) by any other person.

          Claims for damages because of bodily injury or death of any person or
     property damage arising out of the ownership, maintenance or use of any
     motor vehicle.

     Contractor's liability insurance shall be written on commercial general
liability form with all coverages indicated. Coverage shall be on an
"occurrence" basis not an "accident" basis. The insurance specified shall be
considered as minimum requirements. The Contractor is responsible for providing
any additional insurance he deems necessary to protect his interest from other
hazards or claims in excess of the minimum coverage. Coverages shall include:

          Products - Completed operations
          Blanket Contractual - With exclusions relating to construction
          operations deleted
          Property Damage
          Personal Injury
          Blanket Explosion, Collapse and Underground Property Damage
          Independent Contractors
          Umbrella, Excess Liability

     The insurance required shall be written for not less than any limits of
liability specified below or required by law, whichever is greater, and shall
include contractual liability insurance as applicable to the Contractor's
obligations. The Contractor's minimum limits of liability are as follows:

     Worker's Compensation based on statutory requirements including employers
     liability with a limit of $100,000 for each employee. All worker's
     compensation policies shall carry the "all states" endorsement.

                                        1
<Page>

     Contractors public liability, including bodily injury and death, and
     property damage liability with a minimum combination single limit of
     $1,000,000 with Eagle's Trade Center, L.L.C. and The William Carter Company
     as additional insureds. The insurance coverage can be provided under a
     commercial general liability policy or under a combination of the
     comprehensive general liability coverage and umbrella or excess liability
     coverage. The above coverage or combination of coverage must provide a
     minimum total annual aggregate limit of $5,000,000 for products liability
     including completed operations, and a separate annual aggregate limit of
     $5,000,000 for all other coverage.

     Products Liability including completed operations with public liability and
     property damage liability combined limit of $1,000,000 each occurrence and
     $2,000,000 annual aggregate. This liability insurance shall be continued in
     force for no less than two years after final acceptance of the work.

     Independent Contractor's liability insurance with a public liability and
     property damage liability combined limit of $1,000,000 for each occurrence
     and $5,000,000 annual aggregate.

     Blanket contractual liability with a public liability and property damage
     liability combined limit of $1,000,000 each occurrence and $5,000,000
     annual aggregate.

     Comprehensive automobile liability insurance including owned, hired and
     non-owned vehicles with minimum combination single limit of $1,000,000 each
     occurrence for personal injury liability including without limitation
     bodily injury and death and property damage liability. This insurance
     coverage can be provided under a comprehensive automobile liability policy,
     or under a combination of the comprehensive automobile liability coverage
     and umbrella or excess liability coverage.

                                        2
<Page>

                                   EXHIBIT D-1

                     SPECIFICATIONS FOR TENANT IMPROVEMENTS
                       (INCLUDING ADDITIONAL IMPROVEMENTS)

A.   TENANT IMPROVEMENTS PROVIDED BY LANDLORD AT LANDLORD'S COST: Pursuant to
the Work Letter to which this Exhibit D-1 is attached, Landlord shall provide
the following Tenant Improvements at Landlord's cost (and not as part of the
Allowance):

     1.   SECURITY:

          -      Approximately 4,300 lineal feet of 8 foot high 9 gauge 2" mesh
                 metal chain link fencing at site perimeter with 20 foot wide
                 rolling gate with a 1hp electric operator with safety loops and
                 three (3) button station.

          -      140 lineal feet of 8 foot high 9 gauge 2" mesh metal chain link
                 fence for the maintenance area with a 10 foot wide rolling gate
                 and a 3 foot wide X 7 foot high personnel gate.

          -      Note: Guard shack located at main entrance is not included on
                 Landlord's work and will be provided as separate Allowance item
                 of $15,000.00.


     2.   HEAT/VENTILATION/AIR CONDITIONING:

          -      Gas-fired unit heaters for the Warehouse Premises to maintain
                 45 degrees inside when 17 degrees outside.

          -      Ventilation system for the Warehouse Premises that will
                 accommodate a minimum of five (5) air changes per hour with all
                 doors closed when the space is 65% racked through roof mounted
                 exhaust fans and wall louvers.

          -      Roof mounted exhaust fan near the maintenance and lift truck
                 battery charging areas.

     3.   ELECTRIC:

          -      3,000 amps, 277/480 volt, three phase, four wire electrical
                 service for the Warehouse and Office Premises, subject to value
                 engineering and the final equipment design.

          -      Distribution of the electrical power to the lift truck battery
                 charging station (including forty (40) 20 amp 3-phase 480 volt
                 non fused disconnects).

          -      Four (4) dedicated-isolated ground power outlets near the
                 maintenance area.

          -      Ten (10) dedicated-isolated ground power outlets near the
                 shipping area.

          -      Twenty (20) dedicated-isolated ground power outlets near the
                 packing area.

          -      Ten (10) outlets strategically located on the ceiling for RF
                 and PA systems

          -      Install service outlets at 56 dock doors.

                                        1
<Page>

          -      Standard electrical distribution in the Office Area included in
                 the Office Allowance.

          -      Forty (40) additional service outlets in miscellaneous
                 locations around the facility.

     4.   FLOOR:

          -      Caulking of interior floor joints in the loading bays for the
                 entire building with Metzger/McGuire MM 80 semi rigid epoxy
                 joint filler.

          -      4,000 SF of epoxy flooring at the battery charging and
                 maintenance areas.

     5.   MAINTENANCE AREA:

          -      One (1) Bradley Model S19-220 wall mounted emergency eye wash
                 unit near battery charging area.

          -      Note: Equipment wash station is not included in Landlord's work
                 for the Maintenance Area and will be provided as a separate
                 Allowance item at an allowance of $10,000.

     6.   LIGHTING:

          -      General warehouse lighting consisting of 400 watt metal halide
                 fixtures to provide an average 35-foot-candles at 30" above the
                 finished floor based on an OPEN FLOOR PLAN.

          -      If Tenant's rack layout and work plan is included in the
                 Working Drawings, Landlord will provide lighting for the
                 initial 240,000 square feet in the Warehouse Premises
                 (excluding office areas) consisting of:

                   (a)   for up to 60% of the Warehouse Premises, 400 watt metal
                         halide fixtures to provide an average 35-foot-candles
                         at 30" above the finished floor based on a RACKED FLOOR
                         PLAN, and

                   (b)   for up to 20% of Warehouse Premises consisting of 400
                         watt metal halide light fixtures to provide 50 foot
                         candles at 30" above the finished floor based on an
                         OPEN FLOOR PLAN.

          -      In order to allow Landlord to provide Tenant with 35-foot
                 candles at 30" above the finished floor based on a RACKED FLOOR
                 PLAN as set forth in item D.1. below, Landlord will initially
                 install 20-foot candles at 30" above the finished floor in the
                 250,000 SF of the Warehouse Premises that are not included the
                 initial 240,000 SF of the Warehouse Premises.

     7.   PAINTING:

          -      Paint all interior walls white.

     8.   LOADING:

          -      104 (9'X 10') loading dock doors

          -      Two 12'X 14' automatic drive-in doors with windows (provided
                 one door will be located in the first 240,000 square feet of
                 the Warehouse Premises and one door will be located in the
                 remaining 250,000 square feet of the Warehouse Premises)

                                        2
<Page>

          -      56 docks will be equipped with (a) Rite Hite HD1700STL 7'X 8'
                 35,000 lb Hydraulic dock levelers, (b) Frommelt Eliminator
                 Gapmaster 600G dock shelters, (c) Rite Hite RHR600 Dok Lok
                 vehicle restraints with lights; and (d) interior dock
                 spotlights with adjustable fans and dock bumpers (collectively,
                 the "DOCK EQUIPMENT"). Twenty-eight (28) docks containing the
                 Dock Equipment shall be located in the initial 240,000 square
                 feet of Warehouse Premises and the other twenty-eight (28) will
                 be evenly spaced in the remaining 250,000 square feet of the
                 Warehouse Premises (provided Landlord will not unreasonably
                 withhold its consent to Tenant's request for commercially
                 reasonable alternate placement of the levelers). The location
                 of all of the Dock Equipment shall be shown on the Working
                 Drawings.

          -      Dock channels and dock bumpers are included at all overhead
                 doors not receiving dock equipment.

     9.   SPRINKLER:

          -      ESFR system with 75 psi designed to the requirements of NFPA
                 231 C and applicable local codes

B.   ALLOWANCE ITEMS: The Landlord will provide the following items at
Landlord's sole cost and expense, not to exceed a total Allowance of
$648,000.00, as described in the Work Letter to which this Exhibit D-1 is
attached. The total Allowance may be used for any of the listed items and any
excess Allowance for one or more items may be used to pay for other items so
long as the total $648,000.00 Allowance is not exceeded. The following items may
be supplemented and expanded by Tenant's plans and specifications. Tenant shall
pay for all costs in excess of the total Allowance for the following items:

     1.   MAINTENANCE PREMISES OFFICE ($20,500.00 ALLOWANCE WHICH IS BASED UPON
          $10,500 FOR 300 SF OFFICE AND $10,000 FOR EQUIPMENT WASH STATION):

          -      300 SF office within the 2,000 SF caged maintenance area.

          -      Equipment wash station.

     2.   SHIPPING OFFICE ($87,500.00 ALLOWANCE):

          -      2,500 square foot shipping office to be located on the dock
                 wall across from the main office. The allowance has been based
                 on a standard finish for the following specifications:

                 -       one (1) 10X12 private office, open area for three (3)
                         cubicles, with a dividing wall possessing a counter and
                         sliding glass to the trucker's lounge, an area large
                         enough for two 6-person tables, vending machines and
                         one (1) unisex restroom, with vinyl floor tile at
                         office and restroom floors and ceramic tile up to four
                         (4) feet at restroom.

                 -       one (1) men's restroom and one (1) women's restroom for
                         fifty (50) employees with an 80-female /20-male gender
                         split with vinyl floor tile, ceramic tile up to four
                         (4) feet high on restroom walls and industrial grade
                         hand washing stations.

     3.   MAIN OFFICE AREA ($525,000 ALLOWANCE):

          -      Approximately 15,000 square foot two-story main office area
                 including approximately 5,000 square foot mezzanine with
                 two-story glass and an entrance atrium. The allowance has been
                 based on a standard finish for the following specifications:

                 -       three (3) 12'X14' and eight (8) 10'X12' private offices

                                        3
<Page>

                 -       open area to accommodate ten (10) 6'X8' cubicle

                 -       one (1) 10'X12' receiving office near the dock area

                 -       secured lobby area

                 -       storage/supplies room - 16'X20'

                 -       training room - 16'X20'

                 -       computer room with "clean" power - 20'X20'

                 -       janitor's room with a deep sink

                 -       eight (8) person conference room

                 -       twenty-five (25) person conference room

                 -       break/training room to accommodate seventy-five (75)
                         people with cabinets, sink, refrigerator and vending
                         area, inclusive of lockers along the wall for
                         one-hundred (100) people

                 -       one (1) men's restroom and one (1) women's restroom for
                         thirty (30) employees in the office with an 80/20
                         gender split, both with vinyl tile floors and ceramic
                         tile walls up to four (4) feet

                 -       interior full height drywall partitions with a latex
                         paint finish, wall covering in the reception area.
                         Colors to be selected by Tenant

                 -       2' X 4' acoustical, lay-in panels in exposed grid at
                         the 9'0" ceiling height

                 -       3'0" X 7'0" solid core doors with stain finish in
                         hollow metal door frames with floor-mounted door stops
                         and passage hardware with 2 locksets

                 -       minimum of 28-oz. level loop carpet of nylon fiber with
                         4" vinyl base with direct glue-down vinyl tile in the
                         restrooms, storage/supplies room, miscellaneous room,
                         shipping office and break/training room

                 -       2' X 4' fluorescent fixture with parabolic lenses to
                         provide a light level equal to AN AVERAGE of 75 foot
                         candles maintained over desk area at 30" above finished
                         floor

                 -       HVAC equipment proposed to comfortably heat and air
                         condition the offices for cooling to 75 DEG. F when 95
                         DEG. F outside or for heating to 72 DEG. F when 0 DEG.
                         F outside

                                        4
<Page>

     4.   GUARD SHACK ($15,000.00 ALLOWANCE):

           -     Open guard shack at main entrance


C.   AMORTIZED ITEMS NOT INCLUDED IN TENANT IMPROVEMENTS. The following items
are not being provided at this time but may be requested by Tenant after the
Contraction Option has expired or been irrevocably waived by Tenant, all of
which shall be constructed by Landlord at Tenant's sole expense or amortized as
set forth in Section 1.d. of the Lease:

     1.   PARKING:

           -     Additional employee and trailer parking as more particularly
                 described in the Lease

     2.   HVAC:

           -     HVAC in the Warehouse Premises

           -     Electrical service upgrades and distribution associated with
                 HVAC in the Warehouse Premises

     3.   RESTROOMS:

           -     One (1) men's restroom and one (1) women's restroom for up to
                 200 additional employees with secured entrance area and an
                 80/20 gender split, both with vinyl tile floors, ceramic tile
                 walls up to four (4) feet, industrial grade hand washing
                 stations and two (2) showers per restroom.

D.   LANDLORD IMPROVEMENTS (NOT SUBJECT TO AN ALLOWANCE, REIMBURSEMENT BY TENANT
     OR AMORTIZATION).

          -      Based on the square footage in the Warehouse Premises in excess
                 of 240,000 square feet retained after the Contraction Option
                 date, Landlord will provide lighting for:

                   (a)   up to 60% of the additional space remaining in the
                         Warehouse Premises (excluding office areas) consisting
                         of 400 watt metal halide fixtures to provide an average
                         35-foot-candles at 30" above the finished floor based
                         on a RACKED FLOOR PLAN; and
                   (b)   up to 20% of the space remaining in the Warehouse
                         Premises (excluding office areas) consisting of 400
                         watt metal halide light fixtures to provide 50 foot
                         candles at 30" above the finished floor based on an
                         OPEN FLOOR PLAN.

          -      Tenant shall (at Tenant's sole cost prior to the commencement
                 of the installation of the lighting by Landlord) clear all work
                 areas to accommodate equipment necessary for the installation
                 of the required lighting.

                                        5
<Page>

                                    EXHIBIT E

                        ACCEPTANCE OF PREMISES MEMORANDUM

1.   PARTIES


     This Exhibit is attached to and made a part of that certain Lease Agreement
     (the "LEASE") dated as of January 17, 2003 by and between Eagle Trade
     Center, L.L.C.,, a Delaware limited liability company, as "LANDLORD", and
     The William Carter Company, a Massachusetts corporation, as "TENANT", for
     the premises known as Suite 100 (the "Premises"), Eagle's Landing Trade
     Center 3, Stockbridge, Henry County, Georgia.

2.   RECITALS


     The Commencement Date, as defined in the Lease, has now been determined by
     Landlord and Tenant as well as the date of the expiration of the term. The
     purpose is to set forth such dates and to provide for Tenant's acceptance
     of the Premises.

3.   DATES

     In accordance with ARTICLE 1 of the Lease, Landlord and Tenant agree that
     the Term of the Lease has commenced and shall expire on the following
     dates:

          Lease Commencement Date:  ___________________________________

          Lease Expiration Date:    ___________________________________

4.   ACCEPTANCE OF PREMISES

     Tenant accepts the Premises in the condition existing as of the
     Commencement Date and acknowledges and agrees that all work required to be
     performed by Landlord pursuant to the "WORK LETTER" attached to the Lease
     as EXHIBIT D has been completed by Landlord in full compliance with EXHIBIT
     D and to the satisfaction of Tenant.

5.   MISCELLANEOUS

     A.   Effect:

          Except to the extent this Lease has been modified by this EXHIBIT E to
          the Lease, the remaining terms and conditions of the Lease shall
          remain unmodified and in full force and effect.

     B.   Defined Terms:

          The defined terms used in this EXHIBIT E to the Lease, as indicated by
          the first letter of a word being capitalized, shall have the same
          meaning in this EXHIBIT E as such terms and provisions have in the
          Lease.

                                        1
<Page>

7.   EXECUTION

     This Exhibit has been executed and shall be deemed effective as of the date
     first written above.

LANDLORD:                                       TENANT:


EAGLE TRADE CENTER, L.L.C.,, a Delaware         The William Carter Company
limited liability company                       a Massachusetts corporation

By: AmberJack, Ltd, an Arizona corporation,
    Its Managing Member                         By:
                                                    ----------------------------
                                                Name:
                                                      --------------------------
                                                Title:
                                                       -------------------------
                                                Date:
                                                      --------------------------
       By:
           --------------------------------
       Name:                                    Attest:
             ------------------------------             ------------------------
       Title:                                   Name:
              -----------------------------           --------------------------
       Date:                                    Title:
             ------------------------------            -------------------------
                                                Date:
                                                      --------------------------
       Attest:
               ----------------------------
       Name:
             ------------------------------
       Title:
              -----------------------------
       Date:
            -------------------------------

                                        2
<Page>

                                    EXHIBIT F

              ENVIRONMENTAL QUESTIONNAIRE AND DISCLOSURE STATEMENT

The purpose of this form is to obtain information regarding the use of hazardous
substances on the Premises. Prospective tenants should answer the questions in
light of their proposed operation on the Premises. Existing tenants should
answer the questions as they relate to on-going operations on the Premises and
should update any information previously submitted. If additional space is
needed to answer the questions, you may attach separate sheets of paper to this
form. All statements are made to the best of the actual knowledge of Tenant,
provided Tenant represents that the undersigned is the officer and employee of
The William Carter Company most likely to have knowledge of the facts
represented in this Questionnaire. As used in this Environmental Questionnaire
and Disclosure Statement, the phrase "TENANT'S ACTUAL CURRENT KNOWLEDGE" or
similar phrase shall mean the actual current knowledge of the undersigned and
duly authorized officer of The William Carter Company. The undersigned
individual shall have no personal liability related to this Questionnaire.

1.   GENERAL INFORMATION

        Name of Responding Company: ____________________________________________

        Check the Applicable Status:  Prospective Tenant      Existing Tenant

        Mailing Address: _______________________________________________________
                         _______________________________________________________

        Contact Person:  _______________________________________________________
        Title:           _______________________________________________________

        Telephone Number: (____)____________________

        Address of Leased Premises:_____________________________________________

        Length of Lease Term: __________(___) Years and _________(____) Months

        Describe the proposed operation to take place on the property, including
        principal products manufactured or services to be conducted. Existing
        Tenants should describe any proposed changes to on-going operations.

        ________________________________________________________________________

        ________________________________________________________________________

        ________________________________________________________________________

2.      STORAGE OF HAZARDOUS MATERIALS

        2.1   Will any hazardous materials be used or stored on-site?

              Wastes:                  Yes        No
              Chemical Products:       Yes        No

        2.2   Attach the list of any hazardous materials to be used or stored,
              the quantities that will be on-site at any given time, and the
              location and method of storage (e.g. 55 gallon drums on concrete
              pad).

                                        1
<Page>

3.      STORAGE TANKS & SUMPS

        3.1   Is any above or below ground storage of gasoline, diesel, or other
              hazardous substances in tanks or sumps proposed on the premises?

              Yes      No

              If yes, describe the materials to be stored, and the type, size
              and construction of the sump or tank. Attach copies of any Permits
              obtained for the storage of such substances.

              __________________________________________________________________

              __________________________________________________________________

3.      WASTE MANAGEMENT

        3.1   Has your company been issued an EPA Hazardous Waste Generator I.D.
              Number?

              Yes      No

        3.2   Has your company filed a biennial report as a hazardous waste
              generator?

              Yes      No

        3.3   Attach the list of the hazardous waste, if any, generated or to be
              generated at the premises, its hazard class and the quantity
              generated on a monthly basis.

        3.4   Describe the method(s) of disposal for each waste. Indicate where
              and how often disposal will take place.

              __________________________________________________________________

              __________________________________________________________________

        3.5   Indicate the name of the person(s) responsible for maintaining
              copies of hazardous waste manifests completed for off-site
              shipments of hazardous waste.

              __________________________________________________________________

        3.6   Is any treatment or processing of hazardous wastes currently
              conducted or proposed to be conducted at the premises:

              Yes      No

              If yes, please describe any existing or proposed treatment
              methods.

              __________________________________________________________________

              __________________________________________________________________

        3.7   Attach copies of any hazardous waste permits or licenses issued to
              your company with respect to its operations on the premises.

                                        2
<Page>

4.      WASTEWATER TREATMENT/DISCHARGE

        4.1   Do you discharge wastewater to:

              _____ storm drain?             _____ sewer?

              _____ surface water?           _____ no industrial discharge

        4.2   Is your wastewater treated before discharge?

              Yes      No

              If yes, describe the type of treatment conducted.

              __________________________________________________________________

        4.3   Attach copies of any wastewater discharge permits issued to your
              company with respect to its operations on the premises.

5.      AIR DISCHARGES

        5.1   Do you have any air filtration systems or stacks that discharge
              into the air?

              Yes      No

        5.2   Do you operate any of the following types of equipment, or any
              other equipment requiring an air emissions permit?

              _____ Spray booth
              _____ Dip tank
              _____ Drying oven
              _____ Incinerator
              _____ Other (Please Describe)
              _____ No Equipment Requiring Air Permits

        5.3   Are air emissions from your operations monitored?

              Yes      No

              If so, indicate the frequency of monitoring and a description
              of the monitoring results.

              __________________________________________________________________

        5.4   Attach copies of any air emissions permits pertaining to your
              operations on the premises.

6.      HAZARDOUS MATERIALS DISCLOSURES

        6.1   Does your company handle hazardous materials in a quantity equal
              to or exceeding an aggregate of 500 pounds, 55 gallon, or 200
              cubic feet?

              Yes      No

                                        3
<Page>

        6.2   Has your company prepared a hazardous materials management plan
              ("BUSINESS PLAN") pursuant to local County/City Fire Department
              requirements?

              Yes      No

        If so, attach a copy of the business plan.

        6.3   Describe the procedures followed to comply with OSHA Hazard
              Communication Standard requirements.

              __________________________________________________________________

              __________________________________________________________________

7.      ENFORCEMENT ACTIONS, COMPLAINTS

        7.1   Has your company ever been subject to any agency enforcement
              actions, administrative orders, or consent decrees?

              Yes      No

              If so, describe the actions and any continuing compliance
              obligations imposed as a result of these actions?

        7.2   Has your company ever received requests for information, notice or
              demand letters, or any other inquiries regarding its operations?

              Yes      No

        7.3   Have there ever been, or are there now pending, any material
              lawsuits against the company regarding any material environmental
              concerns?

              Yes      No

        7.4   Has an environmental audit ever been conducted at your company's
              current facility?

              Yes      No

              If so, discuss the results of the audit.

              __________________________________________________________________

              __________________________________________________________________

        7.5   Have there been any problems or complaints from neighbors at the
              company's current facility regarding material environmental
              concerns?

              Yes      No

                                        4
<Page>

8.      REPRESENTATIONS

        8.1   To Tenant's actual current knowledge, are there any Hazardous
              Materials (as defined in Section 24 of the Lease) present on or in
              the Project that would have an adverse effect on any occupants of
              the Project?

              Yes      No

              If so, describe the actions and any continuing compliance
              obligations imposed as a result of these actions?


The William Carter Company,
a Massachusetts corporation

By:
    --------------------------------------------
Name:
      ------------------------------------------
Title:
       -----------------------------------------
Date:
      ------------------------------------------

                                        5
<Page>

                                    EXHIBIT G

                              INTENTIONALLY DELETED

                                        1
<Page>

                                    EXHIBIT H

                              RULES AND REGULATIONS

                                  (INDUSTRIAL)

This Exhibit is attached to and made a part of that certain Lease Agreement
dated January 17, 2003 by and between eagle Trade Center, L.L.C., a Delaware
limited liability company, as "LANDLORD", and The William Carter Company, a
Massachusetts corporation, as "TENANT", for the Premises known as Eagle's
Landing Trade Center 3, Stockbridge, Henry County, Georgia.

Unless otherwise defined, capitalized terms used herein shall have the same
meanings as set forth in the lease. In the event of any conflict or
inconsistency between this Exhibit and the Lease, the Lease shall control.

1.   Tenant shall not place anything or allow anything to be placed near the
     glass of any window, door, partition or wall that may appear unsightly from
     outside the Premises.

2.   The walls, walkways, sidewalks, entrance passages, courts and vestibules
     shall not be obstructed or used for any purpose other than ingress and
     egress of pedestrian travel to and from the Premises, and shall not be used
     for loitering or gathering, or to display, store or place any merchandise,
     equipment or devices, or for any other purpose. The walkways, entrance
     passageways, courts, vestibules and roof are not for the use of the general
     public and Landlord shall in all cases retain the REASONABLE right to
     control and prevent access thereto by all persons whose presence in the
     judgment of the Landlord shall be prejudicial to the safety, character,
     reputation and interests of the Building and its tenants. No tenant or
     employee or invitee of any tenant shall be permitted upon the roof of the
     Building.

3.   No awnings or other projection shall be attached to the outside walls of
     the Building. No security bars or gates, curtains, blinds, shades or
     screens 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. Neither the interior nor exterior of any windows shall be coated
     or otherwise sunscreened without the express written consent of Landlord.

4.   Tenant shall not in any way deface any part of the Premises or the
     Building. Tenant shall not lay linoleum, tile, carpet or other similar
     floor covering so that the same shall be affixed to the floor of the
     Premises in any manner except as approved by Landlord in writing. The
     expense of repairing any damage resulting from a violation of this rule or
     removal of any floor covering shall be borne by Tenant.

5.   The toilet rooms, urinals, wash bowls and other plumbing apparatus shall
     not be used for any purpose other than that for which they were constructed
     and no foreign substance of any kind whatsoever shall be thrown therein.
     The expense of any breakage, stoppage or damage resulting from the
     violation of this rule shall be borne by the Tenant.

6.   Landlord shall direct electricians as to the manner and location of any
     future telephone wiring. No boring or cutting for wires will be allowed
     without the prior consent of Landlord. The locations of the telephone, call
     boxes and other office equipment affixed to the Premises shall be subject
     to the prior written approval of Landlord.

7.   The Premises shall not be used for manufacturing, offices or the storage of
     merchandise except as the same may be incidental to the permitted use of
     the Premises. No exterior storage shall be allowed at any time without the
     prior written approval of Landlord. The

                                  Page 2 of 100
<Page>

     Premises shall not be used for cooking or washing clothes without the prior
     written consent of Landlord, or for lodging or sleeping of for any immoral
     or illegal purposes.

8.   Tenant shall not make, or permit to be made, any unseemly or disturbing
     noises or disturb or interfere with occupants of this or neighboring
     buildings or premises or those having business with them whether by the use
     of any musical instrument, radio, phonograph, machinery, or otherwise.
     Tenant shall not use, keep or permit to be used, or kept, any foul or
     obnoxious gas or substance in the Premises or permit or suffer the Premises
     to be used or occupied in any manner offensive or objectionable to Landlord
     or other occupants of this or neighboring buildings or premises by reason
     of any odors, fumes or gases.

9.   Neither Tenant nor any of Tenant's agents shall at any time bring or keep
     upon the Premises any toxic, hazardous, inflammable, combustible or
     explosive fluid, chemical or substance without the prior written consent of
     Landlord.

10.  No animals, except service animals, shall be permitted at any time within
     the Premises.

11.  Tenant shall not use the name of the Building or the Project in connection
     with or in promoting or advertising the Business of Tenant, except as
     Tenant's address, without the prior written consent of Landlord. Landlord
     shall have the right to prohibit any advertising by Tenant which, in
     Landlord's reasonable opinion, tends to impair the reputation of the
     Project or its desirability for its intended uses, and upon written notice
     from Landlord, Tenant shall refrain from or discontinue such advertising.

12.  Canvassing, soliciting, peddling, parading, picketing, demonstrating or
     otherwise engaging in any conduct that unreasonably impairs the value or
     use of the Premises or the Project are prohibited and Tenant shall
     cooperate to prevent the same.

13.  All equipment of any electrical or mechanical nature shall be placed by
     Tenant in the Premises, in settings approved by Landlord in writing, in
     such a way as to best minimize, absorb and prevent any vibration, noise or
     annoyance. No equipment of any type shall be placed in the Premises which
     in Landlord's opinion exceeds the load limits of the floor or otherwise
     threatens the soundness of the structure or improvements of the Building.

14.  All furniture, equipment and freight shall be moved in and out of the
     Building in accordance with rules established by Landlord, and shall not
     impair vehicular and pedestrian circulation in the Common Area. Landlord
     will not be responsible for loss or damage to any furniture, equipment, or
     other personal property of Tenant from any cause.

15.  No air conditioning unit or other similar apparatus shall be installed or
     used by Tenant without the prior written consent of Landlord

16.  No aerial antenna shall be erected on the roof or exterior walls of the
     premises, or on the grounds, without in each instance the prior written
     consent of Landlord. Any aerial or antenna so installed by or on behalf of
     Tenant without such written consent shall be subject to removal by Landlord
     at any time without prior notice at the expense of Tenant, and Tenant shall
     upon Landlord's demand pay all of Landlord's costs associated with such
     removal.

17.  The entire Premises, including vestibules, entrances, doors, fixtures,
     windows and plate glass, shall at all times be maintained in a safe,
     reasonably neat and reasonably clean condition by Tenant. All trash, refuse
     and waste materials shall be regularly removed from the Premises by Tenant
     and placed in the containers at the locations designated by Landlord for
     refuse collection. All cardboard boxes must be "broken down" prior to being
     placed in the trash containers. All styrofoam chips must be bagged or
     otherwise contained prior to placement in the trash containers, so as not
     to constitute a nuisance. Pallets may not be

                                  Page 3 of 100
<Page>

     stacked or placed outside the Premises or disposed of in the trash
     containers or enclosures. The burnings of trash, refuse or waste material
     is prohibited.

18.  Tenant shall use at Tenant's cost such pest extermination contractor as
     Landlord may direct and at such, intervals as Landlord may require.

19.  Tenant shall re-key the Premises immediately following the Commencement
     Date and deliver two (2) copies of each key to Landlord. During the Term of
     the Lease, Tenant shall be responsible for the keys and security for the
     Premises. Upon the termination or early expiration of this Lease, Tenant
     shall immediately deliver all keys to the Premises and any locks therein to
     Landlord.

20.  No person shall enter or remain within the Project while intoxicated or
     under the influence of liquor or drugs. Landlord shall have the right, but
     not the duty, to exclude or expel from the Project any person who, in the
     absolute discretion of Landlord, is under the influence of liquor or drugs.

21.  Tenant agrees to comply with all such Rules and Regulations. Should Tenant
     not abide by these Rules and Regulations, Landlord or any "OPERATOR,"
     "ASSOCIATION" or "DECLARANT" under any Restrictions may serve a three (3)
     day notice to correct the deficiencies. If Tenant has not corrected the
     deficiencies by the end of the notice period, Tenant will be in default of
     the Lease, and Landlord and/or its designee shall have the right, without
     further notice, to cure the violation at Tenant's expense.

22.  Landlord reserves the right to amend or supplement the foregoing Rules and
     Regulations and to adopt and promulgate additional rules and regulations
     applicable to the Premises. Notice of such rules and regulations and
     amendments and supplements thereto, if any, shall be given to the Tenant.

23.  Neither Landlord nor Landlord's Agents or any other person or entity shall
     be responsible to Tenant or to any other person for the ignorance or
     violation of these Rules and Regulations by any other tenant or other
     person. Tenant shall be deemed to have read these Rules and Regulations and
     to have agreed to abide by them as a condition precedent, waivable only by
     Landlord, to Tenant's occupancy of the Premises.

                                  Page 4 of 100
<Page>

                                    EXHIBIT I

                        FORM OF CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT (this "AGREEMENT"), dated as of ____________, is
entered into by THE WILLIAM CARTER COMPANY, a Massachusetts corporation
("TENANT"), and ___________________________________ ("AUDITOR"), for the benefit
of EAGLE TRADE CENTER, L.L.C., a Delaware Limited Liability Company
("LANDLORD").

                        W I T N E S S E T H  T H A T:

WHEREAS, in connection with that certain Lease (the "LEASE") dated as of January
17, 2003, between Landlord and Tenant, Tenant has the right to hire an
independent accounting firm to audit Landlord's books and records pertaining to
Operating Costs (as defined in the Lease); and

WHEREAS, it is expected that in connection with such audit, Tenant and Auditor
will receive or have access to Confidential Information (defined below); and

WHEREAS, as a condition of Tenant's audit right, Landlord requires that Tenant
and Auditor keep confidential the Confidential Information.

NOW, THEREFORE, in consideration of and as a condition of Tenant's audit right
and in consideration of payment by Tenant for Auditor's services for performing
the audit, and for other good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, Auditor and Tenant
agree as follows, for the benefit of Landlord:

1. Auditor and Tenant acknowledge that the information which Auditor and Tenant
may receive in connection with such audit is non-public, confidential and/or
proprietary information relating to Landlord, its business operations and the
Building, and that Landlord would be irreparably damaged if such information
were disclosed to or utilized on behalf of any other person (including Auditor
and Tenant), firm, corporation or any other tenant of the Building for any
reason other than Tenant's audit of Landlord. Auditor and Tenant agree that any
information given to Auditor or Tenant by Landlord during the course of such
audit is, and shall remain, property owned by Landlord, and neither Auditor nor
Tenant shall have any right in or to such information, other than to use the
information for the purposes set forth in the Lease.

2. Auditor and Tenant agree to keep confidential, and agree to cause their
employees, associates, agents and advisors to keep confidential, any information
belonging to Landlord and not generally known to the public about the business
and affairs of Landlord, including, without limitation, (a) all books, manuals,
records, memoranda, projections, business plans, tenant lists, cost information,
contractual relationships, and (b) other information, whether computerized,
written or oral, relating specifically or generally to Operating Costs, the
Building and the business operations of Landlord (the "Confidential
Information").

3. Auditor and Tenant each agree to maintain such internal policies, procedures
and practices as are necessary to adequately safeguard against a breach of this
Agreement.

                                  Page 5 of 100
<Page>

4. The phrase "to keep confidential," as used herein, means that the information
or document, including the content, substance or effect of such information or
document, (a) shall not be disclosed or distributed by Auditor or Tenant to any
other person, firm, organization or entity, including to any associate, agent,
advisor or affiliate of Auditor or Tenant not directly involved in the audit, or
to any other tenant of the Building, (b) shall not be utilized by either Auditor
or Tenant for any purpose other than as described in the Lease, except in
connection with the litigation, arbitration or other proceeding between Landlord
and Tenant.

5. Notwithstanding anything to the contrary set forth herein, in the event that
Auditor or Tenant is required to disclose Confidential Information in legal,
arbitration, governmental or regulatory proceedings, Auditor or Tenant will
exercise its best efforts to obtain assurances that confidential treatment will
be accorded such Confidential Information even after such disclosure.

6. Auditor and Tenant acknowledge that the subject matter of this Agreement is
unique and that no adequate remedy at law would be available for breach of the
obligations specified herein. Accordingly, in the event of a breach or
threatened breach by Auditor or Tenant of the provisions of this Agreement,
Landlord shall, in addition to any other rights and remedies available to it, at
law or in equity, be entitled to injunctive relief by a court or agency of
competent jurisdiction enjoining and restraining the violating party from
committing or continuing any violation of this Agreement.

7. Any waiver by Landlord of a breach of any provision of this Agreement shall
not operate or be construed as a waiver of any subsequent breach of the same or
of any other provision hereof.

                                  Page 6 of 100
<Page>

8. In case any one or more of the provisions or parts of a provision contained
in this Agreement shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision or part of a provision of this Agreement;
and this Agreement shall, to the fullest extent possible, be reformed and
construed as if such invalid or illegal or unenforceable provision, or part of a
provision, had never been contained herein, and such provision or part shall be
reformed so that it would be valid, legal and enforceable to the maximum extent
possible.

9. This Agreement shall be binding upon Tenant, Auditor and their successors and
assigns for the benefit of Landlord, and shall be fully enforceable by Landlord
against Tenant, Auditor and their successors and assigns.

10. This Agreement may be amended or modified in whole or in part, only by an
instrument in writing signed by Landlord, Tenant and Auditor.

11. This Agreement shall be construed in accordance with and governed for all
purposes by the laws of the State of Georgia, without regard to conflicts of law
principles. Venue for any action arising herefrom shall be in Henry County,
Georgia, and the parties hereto submit themselves to the jurisdiction of the
state and federal courts of Henry County, Georgia.

IN WITNESS WHEREOF, Tenant and Auditor have duly executed this Agreement as of
the date first above written.

                                     TENANT:

                                     The William Carter Company,
                                     a Massachusetts corporation


                                     By:
                                        ----------------------------------------
                                     Name:
                                          --------------------------------------
                                     Title:
                                            ------------------------------------
                                     Date:
                                           -------------------------------------


                                     AUDITOR:

                                     -------------------------------------------
                                     a
                                      ------------------------------------------


                                     By:
                                        ----------------------------------------
                                     Name:
                                          --------------------------------------
                                     Title:
                                            ------------------------------------
                                     Date:
                                           -------------------------------------

                                  Page 7 of 100
<Page>

                                    EXHIBIT J

                             ARBITRATION PROVISIONS

     If Landlord or Tenant submits a notice to the other (an "ARBITRATION
     NOTICE") to determine any matter that may be arbitrated pursuant to the
     terms of the Lease, the issue(s) stated in such notice (and any additional
     issues raised by the other party in its response to the first notice) shall
     be settled by arbitration in accordance with the provisions below (the
     "ARBITRATION PROCEDURE"):

     a.   SELECTION OF INITIAL ARBITRATORS/QUALIFICATIONS OF ARBITRATORS.

          (i)    SELECTION OF INITIAL ARBITRATORS. Landlord and Tenant shall,
                 within five (5) business days after the date on which the party
                 requesting arbitration delivers the Arbitration Notice to the
                 other party, each appoint an arbitrator and within five (5)
                 business days thereafter, the two arbitrators shall select a
                 third arbitrator. If either party fails to appoint an
                 arbitrator within the required period the other party's
                 arbitrator shall select two (2) additional arbitrators. If the
                 two arbitrators are unable to agree upon a third arbitrator
                 within said five (5) business day period, the third arbitrator
                 shall be appointed as soon as reasonably possible thereafter by
                 the American Arbitration Association's office in Atlanta,
                 Georgia (or any successor organization, or if no successor
                 organization shall then exist, by a civil district court of
                 competent jurisdiction located in Henry County, Georgia).

          (ii)   QUALIFICATIONS OF ARBITRATORS. The arbitrator shall be a
                 licensed commercial real estate broker or a licensed Georgia
                 attorney and shall have been actively and continuously engaged
                 in leasing transactions involving over 2,000,000 rentable
                 square feet of industrial space in the Atlanta, Georgia area
                 for the immediately preceding ten (10) year period) and shall
                 be familiar with the issues relating to office space and shall
                 be familiar with the issues relating to the dispute that is
                 subject to the arbitration under this Lease.

          (iii)  DELIVERY OF ARBITRATION PROVISIONS. Landlord and Tenant shall
                 deliver to the arbitrators a copy of this Exhibit J and each
                 such arbitrator shall be required to sign a statement that
                 acknowledges their receipt of this Exhibit J and deliver the
                 statement to Landlord and Tenant.

     b.   DELIVERY OF PROPOSAL AND EVIDENCE. Within five (5) business days
          following the selection of the initial arbitrators pursuant to
          paragraph (i) preceding, each party shall have the right to submit to
          such arbitrators such party's proposed terms (each proposal, a
          "PROPOSAL"), together with reasonable evidence supporting such
          Proposal. The arbitrators shall not be required to disclose to
          Landlord or Tenant the factors that the arbitrators took into
          consideration to determine the dispute or the weight they gave to all
          or any of such factors presented by either party to the dispute. The
          arbitrators shall consider the Proposal submitted by Landlord and the
          Proposal submitted by Tenant and shall be required to accept one of
          the Proposals to resolve the dispute. The arbitrators shall have the
          authority to request additional facts or evidence from each of the
          parties and, if such arbitrators so require, a hearing to present the
          same, BUT THE ARBITRATORS SHALL NOT ENGAGE IN THEIR OWN FACT-FINDING.

     c.   ARBITRATION PROCESS. Within fifteen (15) days after the three
          arbitrators accept appointment, the arbitrators shall make the sole
          determination of the resolution of the dispute by selecting one
          party's position and their determination shall be final, binding on
          the parties and non-appealable.

                                  Page 8 of 100
<Page>

          (i)    ISSUANCE OF DECISION. The arbitrators shall execute and
                 acknowledge their decision in writing and deliver a copy
                 thereof to each of the parties personally or by registered or
                 certified mail, return receipt requested within two (2) days
                 after the arbitration decision is made.

          (ii)   EXTENSION OF TIME PERIODS. By agreement in writing, Landlord
                 and Tenant may extend the time periods set forth in this
                 Section.

          (iii)  ARBITRATOR'S FAILURE TO PERFORM OR RESIGNATION. If a selected
                 arbitrator subsequently fails, refuses or is otherwise unable
                 to act, a new arbitrator shall be appointed in his or her
                 stead, which appointment shall be made in the same manner as
                 set forth above for the appointment of such resigning
                 arbitrator. The parties shall use all reasonable efforts to
                 select all arbitrators within five (5) days after the delivery
                 of the Arbitration Notice.

          (iv)   FINAL AND BINDING DETERMINATION. The decision of an arbitrator
                 or arbitrators pursuant to preceding clauses of this Section
                 shall be final and binding on the parties and non-appealable.

          (v)    EXPENSES OF ARBITRATION. The non-prevailing party shall pay the
                 costs of the arbitrators and of the arbitration procedure,
                 including, without limitation all reasonable attorneys' and
                 paralegals' fees and expenses incurred in connection with the
                 arbitration and any negotiation between Landlord and Tenant
                 that preceded the negotiation.

                                  Page 9 of 100
<Page>

                                    EXHIBIT K


                              INTENTIONALLY DELETED

                                 Page 10 of 100
<Page>

                                    EXHIBIT L


                              OWNER'S TITLE POLICY

                                 Page 11 of 100
<Page>

                                    EXHIBIT M


                         LANDLORD CONSTRUCTION CONTACTS

<Table>
<Caption>
   CONTACT NAME        TELEPHONE NO.     MOBILE NO.        FAX NO.         E-MAIL ADDRESS
---------------------------------------------------------------------------------------------
<S>                    <C>              <C>             <C>             <C>
1.  John Warren        770-449-5622     404-587-6562    770-777-2008    jwarren@myrickre.com

2.  Jerry Penson       770-449-5622     678-525-8433    770-777-2008    jpenson@myrickre.com
</Table>

                          TENANT CONSTRUCTION CONTACTS

<Table>
<Caption>
   CONTACT NAME        TELEPHONE NO.     MOBILE NO.        FAX NO.         E-MAIL ADDRESS
---------------------------------------------------------------------------------------------
<S>                    <C>               <C>            <C>             <C>
1.  Mark Paupe         770-228-0934                     770-227-1744    Mark.paupe@carters.com

2.  Paul Bess          770-228-0930                     770-227-1744    Paul.bess@carters.com
</Table>

                                 Page 12 of 100
<Page>

                                    EXHIBIT N


                                 PARKING SPACES

                                 Page 13 of 100
<Page>

--------------------------------------------------------------------------------
           Space above line intentionally blank for recorder's office.

                                    EXHIBIT O

After recording,
please return to:

Denise C. McWatters
3232 Rosedale Avenue
Dallas, Texas 75205


STATE OF GEORGIA  )

COUNTY OF HENRY   )


                           SHORT FORM LEASE AGREEMENT
                AND NOTICE OF RIGHT OF FIRST REFUSAL TO PURCHASE

     This SHORT FORM LEASE AGREEMENT (this "Lease"), dated as of _________,
2003, by and between Eagle Trade Center, L.L.C., a Delaware limited liability
company ("Landlord"), party of the first part, and The William Carter Company, a
Massachusetts corporation ("Tenant"), party of the second part;

                              W I T N E S S E T H:

     Landlord hereby leases to Tenant, and Tenant leases from the Landlord, for
a term commencing on the date this Lease is executed and ending at 5:00 p.m.
Georgia time on the date which is eight four (84) months from the Commencement
Date, as more particularly set forth in the Long-Form Lease, upon the terms and
conditions set forth in the Lease Agreement (the "LONG-FORM LEASE"), dated as of
the date hereof, by and between the Landlord and Tenant, covering the land
described in Exhibit A hereto and a portion of the building, improvements, and
building fixtures located and to be located thereon (collectively called the
"PREMISES"), as more particularly described in the Long-Form Lease. The
Long-Form Lease and all terms and provisions thereof are hereby incorporated
herein by this reference as if set forth in full herein. All capitalized terms
utilized herein shall have the meaning ascribed thereto in the Long-Form Lease.

     Without limitation, the Long-Form Lease contains provisions that, subject
to the condition that Tenant's rights under the Long-Term Lease not be disturbed
so long as Tenant is not in default under the Lease, (1) the Long-Term Lease is
subordinate to any mortgage placed upon the subject property and (2) Tenant will
attorn to any such Mortgagee. The terms and conditions of the non-disturbance,
subordination and attornment agreement are more particularly described in the
Long-Form Lease.

                                 Page 14 of 100
<Page>

     The Long-Form Lease also contains a right of first refusal for the purchase
of the subject building, which right is more particularly described in the
Long-Form Lease.

     IN WITNESS WHEREOF, LANDLORD HAS EXECUTED THIS LEASE, UNDER SEAL, BY ITS
DULY AUTHORIZED OFFICERS; AND TENANT HAS EXECUTED THIS LEASE, UNDER SEAL, BY ITS
DULY AUTHORIZED OFFICERS.
                                       LANDLORD:

Signed, sealed and delivered           EAGLE TRADE CENTER, L.L.C.,
on the ____ day of _________,          A DELAWARE LIMITED LIABILITY COMPANY
______ in the presence of:

                                       By:      AmberJack, Ltd., an Arizona
                                                corporation
                                                Its managing Member
---------------------
Unofficial Witness

                                                By:
                                                        ----------------------
                                                Name:
                                                        ----------------------
                                                Title:
                                                        ------------------------
                                                Date:
                                                        ------------------------

                                                Attest:
                                                        ----------------------
                                                Name:
                                                        ----------------------
                                                Title:
                                                        ------------------------
                                                Date:
                                                        ------------------------


                                       Attest:
---------------------                           ----------------
Notary Public                          Name:
                                                ----------------
                                       Title:
                                                ----------------
Commission Expiration Date:            Date:
                                                ----------------

---------------------
                                       [CORPORATE SEAL]
[NOTARY SEAL]

                                  Page 1 of 100
<Page>

                                       TENANT:


Signed, sealed and delivered           THE WILLIAM CARTER COMPANY,
on the ____ day of _________,          A MASSACHUSETTS CORPORATION
______ in the presence of:

                                                By:
                                                        ----------------------
---------------------                           Name:
Unofficial Witness                                      ----------------------
                                                Title:
                                                        ------------------------
                                                Date:
                                                        ------------------------

                                                Attest:
                                                        ----------------------
                                                Name:
                                                        ----------------------
                                                Title:
                                                        ------------------------
                                                Date:
                                                        ------------------------


                                       Attest:
---------------------                           ----------------
Notary Public                          Name:
                                                ----------------
                                       Title:
                                                ----------------
Commission Expiration Date:            Date:
                                                ----------------

---------------------
                                       [CORPORATE SEAL]
[NOTARY SEAL]

                                  Page 2 of 100
<Page>

                                    EXHIBIT A

TRACT I:

All that certain tract or parcel of land lying and being in Land Lot 1, 12th
District, Henry County, Georgia, being more particularly described as follows:

To find the true point of beginning, commence at the point of intersection of
the Northeasterly right of way line of Eagle's Landing Parkway (200' r/w) and
the Northwesterly right of way line of the Norfolk Southern Railroad (150' r/w);
thence, running with the aforesaid right of way line of Eagle's Landing Parkway
in a generally Northeasterly direction 440.71 feet to an 1/2" iron pin set at
the true point of beginning; thence, leaving the aforesaid true point of
beginning

     5.   639.58 feet along the arc of a curve deflecting to the right and
          having a radius of 1173.24 feet and a chord bearing and distance of
          North 59 DEG. 33' 40" East 631.69 feet to a 1/2" iron pin found;
          thence, leaving the aforesaid right of way line of Eagle's Landing
          Parkway
     6.   South 35 DEG. 26' 53" East, 624.86 feet to a 1/2" iron pin found;
          thence
     7.   South 51 DEG. 39' 00" West, 536.35 feet to a 1/2" iron pin set; thence
     8.   North 42 DEG. 59' 19" West, 713.34 feet to a 1/2" iron pin set at the
          point of beginning, containing 405,585 square feet or 9.31 acres of
          land.

TRACT II:

All that tract or parcel of land lying and being in Land Lot 1, 12th District
and Land Lot 16, 6th District, Henry County, Georgia.

BEGINNING at a 1/2" rebar found on the Southerly r/w line of Eagle's Landing
Parkway (200' r/w) at a point which is 1080.45 feet Easterly along the Southerly
r/w line of Eagle's Landing Parkway from its intersection with the Northerly r/w
line of Norfolk and Southern Railroad (150' r/w at this point), and running
thence along a curve to the right having an Arc length of 308.12 feet along the
right of way of Eagle's Landing Parkway, said curve having a radius of 1173.24
feet with a chord distance of 307.24 feet with a chord bearing of North 82 DEG.
44' 42" East; thence South 89 DEG. 43' 59" East a distance of 841.61 feet along
the right of way of Eagle's Landing Parkway to an iron pin; thence leaving said
Road r/w South 67 DEG. 43' 46" East a distance of 334.78 feet to a point; thence
South 60 DEG. 44' 53" West a distance of 804.97 feet to an iron pin; thence
South 03 DEG. 20' 56" East a distance of 403.75 feet to an iron pin; thence
South 42 DEG. 33' 57" East a distance of 448.46 feet to a point; thence South 45
DEG. 39' 03" West a distance of 492.64 feet to an iron pin located on the
Northeasterly r/w line of the Norfolk and Southern Railroad right of way (250'
r/w at this point); thence North 64 DEG. 24' 05" West a distance of 459.67 feet
to an iron pin; thence South 25 DEG. 35' 55" West along the Westerly r/w line of
said Norfolk and Southern Railroad r/w line 50.00 feet to an iron pin located on
the Northerly r/w line of said Norfolk and Southern Railroad r/w line (150' r/w
at this point); thence along a curve to the right having an Arc length of 351.34
feet in the Norfolk and Southern right of way, with a radius of 2128.68 feet
with a chord distance of 350.95 feet with a chord bearing of North 59 DEG. 40'
23" West to an iron pin; thence continuing along said r/w line North 54 DEG. 56'
40" West a distance of 350.44 feet to a 1/2" rebar found; thence leaving said
Railroad r/w North 51 DEG. 39' 00" East a distance of 841.35 feet to an iron
pin; thence North 35 DEG. 26' 53" West a distance of 624.86 feet to a 1/2" rebar
found and the POINT OF BEGINNING, containing 30.61 Acres, more or less.

                                  Page 3 of 100
<Page>

                         EXHIBIT "B" TO SHORT FORM LEASE


                         [ATTACH FLOOR PLAN OF PREMISES]

                                  Page 4 of 100