Exhibit 10.36

                             CUMBERLAND OFFICE PARK


                                 LEASE AGREEMENT



                                 BY AND BETWEEN



                 PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P.



                                       AND



                         SIMIONE CENTRAL HOLDINGS, INC.









                                January 16, 2001
<PAGE>

                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----
ARTICLE 1
         BASIC LEASE INFORMATION AND CERTAIN DEFINITIONS.......................1

ARTICLE 2
         PREMISES AND QUIET ENJOYMENT..........................................2

ARTICLE 3
         TERM; COMMENCEMENT DATE; DELIVERY AND ACCEPTANCE OF PREMISES..........2

ARTICLE 4
         RENT..................................................................3

ARTICLE 5
         OPERATING COSTS.......................................................4

ARTICLE 6
         PARKING...............................................................6

ARTICLE 7
         SERVICES OF LANDLORD..................................................6

ARTICLE 8
         ASSIGNMENT AND SUBLETTING.............................................7

ARTICLE 9
         REPAIRS...............................................................9

ARTICLE 10
         ALTERATIONS..........................................................10

ARTICLE 11
         LIENS................................................................11

ARTICLE 12
         USE AND COMPLIANCE WITH LAWS.........................................11

ARTICLE 13
         DEFAULT AND REMEDIES.................................................12

ARTICLE 14
         INSURANCE............................................................13

ARTICLE 15
         DAMAGE BY FIRE OR OTHER CAUSE........................................14

ARTICLE 16
         CONDEMNATION.........................................................15

ARTICLE 17
         INDEMNIFICATION......................................................16

ARTICLE 18
         SUBORDINATION AND ESTOPPEL CERTIFICATES..............................16

ARTICLE 19
         SURRENDER OF THE PREMISES............................................17

ARTICLE 20
         LANDLORD'S RIGHT TO INSPECT..........................................18

ARTICLE 21
         SECURITY DEPOSIT.....................................................18

ARTICLE 22
         BROKERAGE............................................................18


                                   i
<PAGE>

ARTICLE 23
         OBSERVANCE OF RULES AND REGULATIONS..................................18

ARTICLE 24
         NOTICES..............................................................18

ARTICLE 25
         MISCELLANEOUS........................................................19

ARTICLE 26
         SUBSTITUTION SPACE...................................................21

ARTICLE 27
         OTHER DEFINITIONS....................................................23

                                    ii
<PAGE>

     The following Exhibits and Riders are attached hereto and by this reference
made a part of this Lease:

EXHIBIT A          -        FLOOR PLAN OF THE PREMISES

EXHIBIT B          -        THE LAND

EXHIBIT C          -        LEASEHOLD IMPROVEMENTS

EXHIBIT D          -        FORM OF COMMENCEMENT NOTICE

RIDER NO. 1        -        RULES AND REGULATIONS

RIDER NO. 2        -        SPECIAL STIPULATIONS


                                      iii
<PAGE>

                             INDEX OF DEFINED TERMS

     Definitions  of certain terms used in this Lease are found in the following
sections:

TERM                                                 LOCATION OF DEFINITION

Additional Rent                                       Section 1.1N
Adjustment Date(s) Section 4.3
Bankruptcy Code                                       Section 8.6
Base Building Condition                               Exhibit C
Base Index                                            Section 4.3
Base Rent                                             Section 1.2M
Base Year Operating Costs                             Section 1.1O
Basic Lease Information and Certain Definitions       Article 1
Broker                                                Section 1.1R
Building                                              Section 1.1B
Building Standard                                     Exhibit C
Business Days                                         Article 27
Commencement Date  Section 1.1F
Common Areas                                          Article 27
days                                                  Article 27
Events of Default                                     Section 13.1
Expiration Date                                       Section 1.1G
herein, hereof, hereby, hereunder and words
  of similar import                                   Article 27
include and including                                 Article 27
Interest Rate                                         Section 4.2
Land                                                  Section 1.1C
Landlord           Preamble
Landlord's Address for Notice                         Section 1.1S
Landlord's Address for Payment                        Section 1.1T
Landlord's Operating Costs Estimate                   Section 5.1
Landlord's Work                                       Exhibit C
Leasehold Improvements                                Exhibit C
Lease Year                                            Section 4.3
Net Rentable Area                                     Article 27
Net Rentable Area of the Building                     Section 1.1J
Net Rentable Area of the Premises                     Section 1.1I
Non-Building Standard                                 Exhibit C
Office Park                                           Section 2.1
Operating Costs                                       Section 5.2
Parking Facilities                                    Section 1.1D
Project                                               Section 1.1E
Premises                                              Section 1.1A
Reference to Landlord as having "no liability
  to Tenant" or being "without liability to
  Tenant" or words of like import                     Article 27
Rent                                                  Section 1.1L
repair                                                Article 27
Security Deposit                                      Section 1.1Q
Substitution Space                                    Article 26
Successor Landlord                                    Section 18.2
Taxes                                                 Section 5.2
Tenant                                                Preamble & Article 27
Tenant Delay                                          Exhibit C
Tenant's Address for Notice                           Section 1.1U
Tenant's Allowance                                    Exhibit C
Tenant's Parking Permits                              Section 6.1
Tenant's Permitted Uses                               Section 1.1P
Tenant's Property                                     Section 14.1A(a)
Tenant's Share                                        Section 1.1K
Tenant's Work                                         Exhibit C
Term                                                  Section 1.1H
termination of this Lease and words of like import    Article 27
terms of this Lease                                   Article 27
this Lease                                            Preamble
Usable Area of Premises                               Exhibit C
year                                                  Article 27

                                       iv
<PAGE>


                                 LEASE AGREEMENT


     THIS LEASE AGREEMENT ("this Lease") is made and entered into by and between
PRENTISS PROPERTIES  ACQUISITION PARTNERS,  L.P., a Delaware limited partnership
("Landlord")  and  SIMIONE  CENTRAL  HOLDINGS,   INC.,  a  Delaware  corporation
("Tenant"),  upon all the terms set forth in this Lease and in all  Exhibits and
Riders  hereto,  to each and all of  which  terms  Landlord  and  Tenant  hereby
mutually agree,  and in  consideration  of One Dollar ($1.00) and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
of the rents,  agreements and benefits  flowing between the parties  hereto,  as
follows:

                                    ARTICLE 1
                 BASIC LEASE INFORMATION AND CERTAIN DEFINITIONS

     SECTION 1.1 Each  reference in this Lease to  information  and  definitions
contained in the Basic Lease Information and Certain Definitions and each use of
the terms  capitalized  and defined in this Section 1.1 shall be deemed to refer
to, and shall have the respective meaning set forth in, this Section 1.1.


A.  Premises:                           The  portion of the third (3rd) floor of
                                        the Building,  presently  known as Suite
                                        No. 310, as said space is  identified by
                                        diagonal  lines  or  shaded  area on the
                                        floor plans  attached  hereto as Exhibit
                                        A.

B.  Building:                           The building  constructed by Landlord on
                                        a  portion  of the Land,  said  building
                                        being known as 2625 Cumberland  Parkway,
                                        Atlanta, Georgia 30339.

C.  Land:                               Those certain  parcels of land described
                                        under the  caption  "Land" in  Exhibit B
                                        hereof.

D.  Parking Facilities:                 The surface parking which is adjacent to
                                        the Building.

E.  Project:                            The Land and all  improvements  thereon,
                                        including  the  Building,   the  Parking
                                        Facilities, and all Common Areas.

F.  Commencement Date:                  That  certain  date on  which  the  Term
                                        shall commence,  as determined  pursuant
                                        to the provisions of Article 3 hereof.

G.  Expiration Date:                    11:59 p.m.  on that date  which  follows
                                        the Commencement Date by thirty-six (36)
                                        months.

H.  Term:                               Approximately three (3) years, beginning
                                        on the  Commencement  Date and ending on
                                        the Expiration  Date,  unless this Lease
                                        is sooner terminated as provided herein.

I.  Net Rentable Area of Premises:      Approximately    12,431   square   feet,
                                        subject to the provisions of Section 3.3
                                        hereof.

J.  Net Rentable Area of the Building:  Approximately    78,317   square   feet,
                                        subject to the provisions of Section 3.3
                                        hereof.

K.  Tenant's Share:                     15.873%  representing  a  fraction,  the
                                        numerator  of which is the Net  Rentable
                                        Area of the Premises and the denominator
                                        of which is the Net Rentable Area of the
                                        Building,  subject to future  adjustment
                                        pursuant  to the  provisions  of Section
                                        5.4 hereof.

L.  Rent:                               The Base Rent and the Additional Rent.

M.  Base Rent:                          The Base Rent shall be  $211,327.00  per
                                        annum  ($17.00 per square foot per annum
                                        of Net Rentable  Area of the  Premises),
                                        subject  to  such  increases  as  may be
                                        provided   herein,   payable   in  equal
                                        monthly   installments   of  $17,610.58,
                                        subject  to  such  increases  as  may be
                                        provided herein.

N.  Additional Rent:                    The  Additional  Rent shall be all other
                                        sums due and payable by Tenant under the
                                        Lease,  including,  but not  limited to,
                                        Tenant's Share of Operating Costs.

O.  Base Year Operating Costs:          The Base  Year  Operating  Costs for the
                                        first full or  partial  year of the Term
                                        shall be the actual  Operating Costs for
                                        calendar year 2001.




                                       1
<PAGE>

P.  Tenant's Permitted Uses:            Tenant  may use the  Premises  only  for
                                        executive and administrative offices for
                                        the  conduct  of  Tenant's  business  in
                                        accordance  with the  provisions of this
                                        Lease.

Q.  Security Deposit:                   $52,831.75.

R.  Brokers:                            Prentiss       Properties       Limited,
                                        representing   Landlord.    Ackerman   &
                                        Company, representing Tenant.

S.  Landlord's Address for Notice:      Prentiss     Properties      Acquisition
                                        Partners,  L.P. 3890 West N.W.  Highway,
                                        Suite 400 Dallas, Texas 75220 Attention:
                                        Michael V. Prentiss

                                        With a copy to:

                                        Prentiss     Properties      Acquisition
                                        Partners,  L.P. 2690 Cumberland  Parkway
                                        Suite 550 Atlanta, Georgia 30339

T.  Landlord's Address for Payment:     Prentiss     Properties      Acquisition
                                        Partners,    L.P.    P.O.   Box   905161
                                        Charlotte, North Carolina 28290-5161


U.  Tenant's Address for Notice:        2625   Cumberland   Parkway   Suite  310
                                        Atlanta,  Georgia 30339  Attention:  Ms.
                                        Kathryn B. McClellan

                                    ARTICLE 2
                          PREMISES AND QUIET ENJOYMENT

     SECTION 2.1  Landlord  hereby  leases the  Premises  to Tenant,  and Tenant
hereby  rents and hires the Premises  from  Landlord,  for the Term.  During the
Term,  Tenant  shall  have the  right  to use,  in  common  with  others  and in
accordance with the Rules and Regulations, the Common Areas. Landlord and Tenant
each  acknowledge  that the  Building  is a part of a larger  complex  of office
buildings known as the Cumberland Office Park (the "Office Park").

     SECTION 2.2 Provided that Tenant fully and timely performs all the terms of
this Lease on Tenant's part to be performed,  including payment by Tenant of all
Rent,  Tenant shall have,  hold and enjoy the  Premises  during the Term without
hindrance or disturbance from or by Landlord;  subject,  however,  to all of the
terms,  conditions and provisions of any and all ground leases,  deeds to secure
debt, mortgages, restrictive covenants, easements, and other encumbrances now or
hereafter affecting the Premises, the Project or the Office Park.


                                    ARTICLE 3
                            TERM; COMMENCEMENT DATE;
                       DELIVERY AND ACCEPTANCE OF PREMISES

     SECTION  3.1 The  Commencement  Date shall be the later of (a) the date the
Premises are deemed  available for  occupancy  pursuant to Section 3.2 hereof or
(b) February 1, 2001.

     SECTION 3.2

     A. The  Premises  shall be deemed  available  for  occupancy as soon as the
following  conditions have been met: (a) the Leasehold  Improvements (as defined
in Exhibit C to the Lease) have been  substantially  completed as  determined by
Landlord's  architect or space planner; (b) either a certificate or certificates
of occupancy  (temporary or final) or other  certificate  permitting  the lawful
occupancy of the  Premises  has been issued for the Premises by the  appropriate
governmental authority;  and (c) at least three (3) Business Days' notice of the
anticipated  occurrence of the  conditions in clauses (a) and (b) above has been
given to Tenant.

     B. Notwithstanding anything to the contrary contained herein, if there is a
delay in the  availability for occupancy of the Premises due to Tenant Delay (as
defined in Exhibit C to the Lease) then the Premises  shall be deemed  available
for  occupancy on the date on which the Premises  would have been  available for
occupancy but for such Tenant Delay,  even though a certificate  of occupancy or
other  certificate  permitting the lawful occupancy of the Premises has not been
issued or the Leasehold Improvements have not been commenced or completed.



                                       2
<PAGE>

     SECTION 3.3 The Net  Rentable  Area of the  Premises  and the  Building are
approximately  as  stated in  Sections  1.1I and J,  respectively,  and shall be
specifically  calculated by the Landlord's architect or space planner using base
building plans in accordance  with the definition set forth in Article 27 hereof
when the Leasehold Improvements for the Premises are substantially  complete. By
written  instrument  substantially  in the form of  Exhibit D  attached  hereto,
Landlord shall notify Tenant of the Commencement  Date, the Net Rentable Area of
the Premises and all other matters stated therein. The Commencement Notice shall
be conclusive and binding on Tenant as to all matters set forth therein,  unless
within ten (10) days  following  delivery of such  Commencement  Notice,  Tenant
contests any of the matters contained  therein by notifying  Landlord in writing
of Tenant's  objections.  The foregoing  notwithstanding,  Landlord's failure to
deliver  any  Commencement   Notice  to  Tenant  shall  not  affect   Landlord's
determination of the Commencement Date or the Net Rentable Area of the Premises.

     SECTION  3.4  Tenant  may not enter or  occupy  the  Premises  prior to the
Commencement  Date without  Landlord's  express written consent and any entry by
Tenant  shall be subject to all of the terms of this  Lease;  provided  however,
that no such early entry shall change the  Commencement  Date or the  Expiration
Date.

     SECTION 3.5  Occupancy of the Premises or any portion  thereof by Tenant or
anyone  claiming  through or under Tenant for the conduct of  Tenant's,  or such
other person's business therein shall be conclusive evidence that Tenant and all
parties  claiming  through or under  Tenant (a) have  accepted  the  Premises as
suitable for the purposes for which the Premises are leased hereunder,  (b) have
accepted the Common Areas as being in a good and satisfactory  condition and (c)
have waived any defects in the Premises and the Project; provided however, that,
if any Leasehold Improvements have been constructed and installed to prepare the
Premises for Tenant's occupancy, Tenant's acceptance of the Premises, and waiver
of any defect therein, shall occur upon Landlord's substantial completion of the
Leasehold Improvement, in the Premises in accordance with the terms of Exhibit C
hereof,  subject only to Landlord's completion of items on Landlord's punchlist.
Landlord  may,  at  Landlord's  option,   conclusively  establish  the  date  of
"substantial  completion" by providing  Tenant with a written  certification  of
such date.  Landlord  shall have no liability,  except for negligence or willful
misconduct, to Tenant or any of Tenant's agents, employees,  licensees, servants
or  invitees  for any  injury  or damage to any  person or  property  due to the
condition or design of, or any defect in, the Premises or the Project, including
any electrical,  plumbing or mechanical systems and equipment of the Premises or
the  Project and the  condition  of or any defect in the Land;  and Tenant,  for
itself and its agents, employees,  licensees,  servants and invitees,  expressly
assumes all risks of injury or damage to person or property, either proximate or
remote, resulting from the condition of the Premises or the Project.


                                    ARTICLE 4
                                      RENT

     SECTION 4.1 Tenant shall pay to Landlord, without notice, demand, offset or
deduction,  in lawful  money of the  United  States of  America,  at  Landlord's
Address  for  Payment,  or at such other place as Landlord  shall  designate  in
writing from time to time: (a) the Base Rent in equal monthly  installments,  in
advance,  on the first day of each calendar  month during the Term,  and (b) the
Additional Rent, at the respective times required  hereunder.  The first monthly
installment of Base Rent and the Additional  Rent payable under Article 5 hereof
shall be paid in advance  on the date of  Tenant's  execution  of this Lease and
applied to the first  installments  of Base Rent and such Additional Rent coming
due under this  Lease.  Payment of Rent shall  begin on the  Commencement  Date;
provided,  however, that, if either the Commencement Date or the Expiration Date
falls on a date other than the first day of a calendar  month,  the Rent due for
such fractional month shall be prorated on a per diem basis between Landlord and
Tenant so as to charge  Tenant  only for the  portion of such  fractional  month
falling within the Term.

     SECTION  4.2 All past due  installments  of Rent shall be subject to a late
charge of $100.00 and shall  additionally bear interest until paid at a rate per
annum (the  "Interest  Rate") equal to the greater of fifteen  percent  (15%) or
four  percent (4%) above the prime rate of interest  from time to time  publicly
announced by The First National Bank of Chicago, a national banking association,
or any successor thereof; provided,  however, that, if at the time such interest
is sought to be imposed the rate of interest  exceeds the maximum rate permitted
under  federal  law or under  the  laws of the  State  of  Georgia,  the rate of
interest  on such past due  installments  of Rent shall be the  maximum  rate of
interest then permitted by applicable law.

     SECTION 4.3

     A.  On  the  first  anniversary  of  the  Commencement  Date  and  on  each
anniversary  date thereafter  (the  "Adjustment  Date(s)"),  Tenant shall pay as
adjusted  Base  Rent an  amount  equal to 103% of the  annual  Base Rent for the
preceding Lease Year, with appropriate adjustments based upon any changes in the
Net Rentable Area of the  Premises.  For purposes of  illustration  only, if the
Base Rent for the first  Lease  Year is  $100,000,  the Base Rent for the second
Lease Year will be $103,000,  and the Base Rent for the third Lease Year will be
$106,090,  provided that the Net Rentable Area of the Premises  remains constant
during said  period.  One-twelfth  of said amount  shall be payable by Tenant in
each month of the Lease  Year,  as  hereinafter  defined,  as the new,  adjusted
monthly Base Rent.

     B. As used in this  Lease,  the term  "Lease  Year"  shall  mean a 12-month
period  commencing on the Commencement Date or any anniversary  thereof,  except
that the final Lease Year shall be the period commencing on the last anniversary
of the Commencement Date during the Term, and ending on the Termination Date. If
the final  Lease Year is less than  twelve (12)  months,  all  amounts  shall be
approximately prorated based upon a 365-day year.



                                       3
<PAGE>

     C. Any  provisions  in this Lease with  respect to the payments of the Base
Rent by Tenant shall also be  applicable  to the adjusted Base Rent provided for
herein.

                                    ARTICLE 5
                                 OPERATING COSTS

     SECTION 5.1 Tenant  shall pay to Landlord,  on a per square foot basis,  as
Additional  Rent,  for each year or  fractional  year during the Term,  Tenant's
Share of the amount, if any, that Operating Costs for such year exceed Base Year
Operating Costs ("Tenant's  Operating Costs Payment").  Tenant's Operating Costs
Payment shall be calculated and paid as follows:

     A. Commencing on the first day of January of the year following the year in
which the Commencement Date occurs, and on the first day of January of each year
during the Term thereafter, (or as soon after as is practicable), Landlord shall
furnish Tenant with a statement  ("Landlord's Operating Costs Estimate") setting
forth Landlord's reasonable estimate of Operating Costs for the forthcoming year
and Tenant's Share of the amount by which such  Operating  Costs exceed the Base
Year Operating  Costs. On the first day of each calendar month during such year,
Tenant shall pay to Landlord  one-twelfth  (1/12th) of Tenant's  Operating Costs
Payment.  If for any reason  Landlord  has not provided  Tenant with  Landlord's
Operating  Costs  Estimate  on the first day of January  of any year  during the
Term,  then (a) until the first day of the calendar month following the month in
which Tenant is given Landlord's Operating Costs Estimate, Tenant shall continue
to pay to  Landlord  on the first day of each  calendar  month the sum,  if any,
payable  by Tenant  under  this  Section  5.1 for the month of  December  of the
preceding year and, (b) promptly after  Landlord's  Operating  Costs Estimate is
furnished to Tenant,  Landlord shall give notice to Tenant  stating  whether the
installments of Tenant's Operating Costs Payments  previously made for such year
were greater or less than the installments of Tenant's  Operating Costs Payments
to be made for such year in accordance with Landlord's Operating Costs Estimate,
and (i) if there shall be a deficiency,  Tenant shall pay the amount  thereof to
Landlord  within ten (10) days after the delivery of Landlord's  Operating Costs
Estimate, or (ii) if there shall have been an overpayment,  Landlord shall apply
such overpayment as a credit against the next accruing monthly installment(s) of
Additional  Rent due from Tenant under this Section 5.1 until fully  credited to
Tenant,  and (iii) on the first day of the calendar month following the month in
which  Landlord's  Operating  Costs Estimate is given to Tenant and on the first
day of each calendar month  throughout the remainder of such year,  Tenant shall
pay to Landlord an amount equal to  one-twelfth  (1/12th) of Tenant's  Operating
Costs Payment. The foregoing notwithstanding, Landlord shall have the right from
time to time  during  any year to notify  Tenant  in  writing  of any  change in
Landlord's  Operating  Costs  Estimate,  in which event such Tenant's  Operating
Costs Payment, as previously estimated,  shall be adjusted to reflect the amount
shown in such notice and shall be effective,  and due from Tenant,  on the first
day of the month following Landlord's giving of such notice.

     B.  Commencing on the first day of March of the year  following the year in
which the Commencement  Date occurs,  and on the first day of March of each year
during the Term thereafter (or as soon after as is practicable),  Landlord shall
furnish Tenant with a statement of the actual  Operating Costs for the preceding
year,  and  Tenant's  Share of the amount by which such actual  Operating  Costs
exceeds the Base Year Operating Costs.  Within thirty (30) days after Landlord's
giving of such  statement,  Tenant  shall make a lump sum payment to Landlord in
the amount, if any, by which Tenants' Operating Costs Payment for such preceding
year as shown on such Landlord's  statement exceeds the aggregate of the monthly
installments  of Tenant's  Operating  Costs  Payments  actually paid during such
preceding year. If Tenant's Operating Costs Payment, as shown on such Landlord's
statement,  is less than the aggregate of the monthly  installments  of Tenant's
Operating Costs Payment actually paid by Tenant during such preceding year, then
Landlord  shall  apply  such  amount  to the  next  accruing  installment(s)  of
Additional  Rent due from Tenant under this Section 5.1 until fully  credited to
Tenant.

     C. If the Term  ends on a date  other  than the last day of  December,  the
actual Operating Costs for the year in which the Expiration Date occurs shall be
prorated so that Tenant  shall pay that  portion of Tenant's  Share of Operating
Costs for such year  represented by a fraction,  the numerator of which shall be
the number of days during such  fractional year falling within the Term, and the
denominator of which is 365 (or 366, in the case of a leap year). The provisions
of this Section 5.1 shall survive the Expiration Date or any sooner  termination
provided for in this Lease.

     SECTION 5.2

     A. For purposes of this Lease,  the term  "Operating  Costs" shall mean any
and all expenses,  costs and  disbursements  of every kind which  Landlord pays,
incurs or becomes obligated to pay in connection with the operation, management,
repair and  maintenance  of all portions of the Project.  It is understood  that
real estate  adjacent to the Project has been developed as part of a development
project  which  includes the Building  and that certain  additional  real estate
adjacent  to the Land  may be  developed  in the  future.  Any such  development
project which shares  facilities  and services  with the Building  shall include
that portion of Operating  Costs relating to such  development  project which is
allocated to the Building or the Land.  All Operating  Costs shall be determined
according  to  generally   accepted   accounting   principles   which  shall  be
consistently  applied.   Operating  Costs  include  the  following:  (a)  Wages,
salaries, and fees (including all reasonable education,  travel and professional
fees) of all personnel or entities (exclusive of Landlord's executive personnel)
engaged in the  operation,  repair,  maintenance,  or security  of the  Project,


                                       4
<PAGE>

including taxes,  insurance,  and benefits relating thereto and the costs of all
supplies  and  materials  (including  work  clothes  and  uniforms)  used in the
operation,  repair,  maintenance  and  security  of the  Project;  (b)  Cost  of
performance  by  Landlord's  personnel  of, or of all  service  agreements  for,
maintenance,   janitorial  services,   access  control,  alarm  service,  window
cleaning,  elevator maintenance and landscaping for the Project (such cost shall
include the rental of personal  property  used by  Landlord's  personnel  in the
maintenance  and repair of the Project);  (c) Cost of utilities for the Project,
including  water,  sewer,  power,  electricity,  gas,  fuel,  lighting  and  all
air-conditioning,  heating and  ventilating  costs;  (d) Cost of all  insurance,
including  casualty and  liability  insurance  applicable  to the Project and to
Landlord's  equipment,   fixtures  and  personal  property  used  in  connection
therewith,  business  interruption or rent insurance  against such perils as are
commonly  insured against by prudent  landlords,  such other insurance as may be
required by any lessor or mortgagee of Landlord,  and such other insurance which
Landlord  considers  reasonably  necessary  in the  operation  of  the  Project,
together  with all  appraisal  and  consultants'  fees in  connection  with such
insurance;  (e) All Taxes (for purposes hereof, the term "Taxes" shall mean, all
taxes,  assessments,  levies, and other governmental  charges,  applicable to or
assessed  against  the  Project or any  portion  thereof,  or  applicable  to or
assessed  against  Landlord's  personal  property used in connection  therewith,
whether  federal,  state,  county,  or municipal and whether  assessed by taxing
districts, improvement districts, or authorities presently taxing the Project or
the operation  thereof or by other taxing  authorities or improvement  districts
subsequently  created,  or  otherwise,  and  any  other  taxes  and  assessments
attributable  to or  assessed  against  all or any  part of the  Project  or its
operation;  including any reasonable expenses,  including fees and disbursements
of  attorneys,  tax  consultants,  arbitrators,  appraisers,  experts  and other
witnesses,  incurred  by  Landlord  in  contesting  any  taxes  or the  assessed
valuation  of all or any part of the  Project.  If at any time  during  the Term
there  shall be levied,  assessed,  or imposed on Landlord or all or any part of
the  Project by any  governmental  entity  any  general or special ad valorem or
other charge or tax directly upon rents  received  under leases,  or if any fee,
tax,  assessment,  or other charge is imposed which is measured by or based,  in
whole or in  part,  upon  such  rents,  or if any  charge  or tax is made  based
directly  or  indirectly  upon the  transactions  represented  by  leases or the
occupancy  or use of the  Project or any  portion  thereof,  such  taxes,  fees,
assessments  or other  charges shall be deemed to be Taxes;  provided,  however,
that  any  (1)  franchise,  corporation,  income  or  net  profits  tax,  unless
substituted for real estate taxes or imposed as additional charges in connection
with the ownership of the Project, which may be assessed against Landlord or the
Project or both, (2) transfer taxes assessed  against Landlord or the Project or
both,  (3)  penalties  or interest on any late  payments  of Landlord  and,  (4)
personal  property  taxes of Tenant or other  tenants  in the  Project  shall be
excluded  from  Taxes.  If any or all of the  Taxes  paid  hereunder  are by law
permitted to be paid in  installments,  notwithstanding  how  Landlord  pays the
same,  then, for purposes of calculating  Operating  Costs,  such Taxes shall be
deemed to have  been  divided  and paid in the  maximum  number of  installments
permitted by law,  and there shall be included in Operating  Costs for each year
only such  installments  as are  required  by law to be paid  within  such year,
together with interest  thereon and on future such  installments  as provided by
law); (f) Legal and accounting costs incurred by Landlord or paid by Landlord to
third parties  (exclusive of legal fees with respect to disputes with individual
tenants,  negotiations of tenant leases, or with respect to the ownership rather
than the operation of the Project),  appraisal fees,  consulting fees, all other
professional  fees  and  disbursements  and all  association  dues;  (g) Cost of
non-capitalized  repairs and  general  maintenance  for the  Project  (excluding
repairs and general  maintenance  paid by  proceeds of  insurance  or by Tenant,
other tenants of the Project or other third  parties);  (h)  Amortization of the
cost of  improvements or equipment which are capital in nature and which (i) are
for the purpose of reducing  Operating  Costs for the Project,  up to the amount
saved as a result  of the  installation  thereof,  as  reasonably  estimated  by
Landlord,  or (ii)  enhance the  Project  for the general  benefit of tenants or
occupants  thereof,  or (iii) are  required by any  governmental  regulation  or
authority,  or (iv) replace any Building equipment needed to operate the Project
at the same  quality  levels  as  prior  to the  replacement  (all  such  costs,
including interest thereon, shall be amortized on a straight-line basis over the
useful  life of the  capital  investment  items,  as  reasonably  determined  by
Landlord, but in no event beyond the reasonable useful life of the Project as an
office project); (i) the Project management office rent or rental value; and (j)
a management fee (whether or not Landlord engages a manager for the Project) and
all  items  reimbursable  to  the  Project  manager,  if  any,  pursuant  to any
management  contract for the Project (the management fee shall be the greater of
(i) three  percent (3%) of the gross  receipts from the operation of the Project
or (ii) fair  market  management  fee  charged  from time to time by  management
companies in the Atlanta, Georgia suburban area).

     B.  "Operating  Costs" shall not include (a) specific costs for any capital
repairs,  replacements or  improvements,  except as provided above; (b) expenses
for  which  Landlord  is  reimbursed  or  indemnified  (either  by  an  insurer,
condemnor,  tenant,  warrantor or otherwise) to the extent of funds  received by
Landlord; (c) expenses incurred in leasing or procuring tenants (including lease
commissions, advertising expenses and expenses of renovating space for tenants);
(d) payments for rented equipment,  the cost of which would constitute a capital
expenditure  not  permitted  pursuant to the  foregoing  if the  equipment  were
purchased;  (e) interest or amortization payments on any mortgages; (f) net base
rents under ground leases; (g) costs representing an amount paid to an affiliate
of Landlord  which is in excess of the amount  which would have been paid in the
absence  of such  relationship;  or (h)  costs  specially  billed to and paid by
specific tenants. There shall be no duplication of costs or reimbursements.

     SECTION 5.3 If the  Building  is not fully  occupied  (meaning  one-hundred
percent  (100%) of the Net  Rentable  Area of the  Building)  during any full or
fractional  year of the Term, the actual  Operating  Costs shall be adjusted for
such year to an amount  which  Landlord  estimates  would have been  incurred in
Landlord's reasonable judgment had the Building been fully occupied.

     SECTION  5.4 If during the Term any  change  occurs in either the number of
square feet of the Net Rentable Area of the Premises or of the Net Rentable Area
of the Building, Tenant's Share of Operating Costs shall be adjusted,  effective
as of the date of any such change.  Landlord  shall  promptly  notify  Tenant in
writing of such change and the reason  therefor.  Any changes  made  pursuant to
this Section 5.4 shall not alter the  computation of Operating Costs as provided


                                       5
<PAGE>

in this  Article  5, but,  on and after  the date of any such  change,  Tenant's
Operating Costs Payment pursuant to Section 5.1A shall be computed upon Tenant's
Share thereof, as adjusted.  If such estimated payments of Tenant's Share are so
adjusted during a year, a reconciliation payment for Tenant's Share of Operating
Costs  pursuant  to this  Article 5 for the  calendar  year in which such change
occurs shall be computed  pursuant to the method set forth in Section 5.1B, such
computation to take into account the daily weighted average of Tenant's Share of
Operating Costs during such year.


                                    ARTICLE 6
                                     PARKING

     SECTION  6.1  Landlord  hereby  grants to Tenant a license to use in common
with other  tenants and with the public the Parking  Facilities  (such  licenses
shall be referred to as "Tenant's Parking Permits"). Tenant shall be entitled to
use four (4) unassigned  parking spaces in the Parking Facilities for each 1,000
square feet of Net  Rentable  Area of the  Premises  leased by Tenant.  Landlord
shall not be obligated to provide Tenant with any additional  parking spaces. If
Tenant  fails to observe the Rules and  Regulations  with respect to the Parking
Facilities,  then  Landlord,  at its option,  shall have the right to treat such
failure as a default under this Lease and to terminate Tenant's Parking Permits,
without legal process, and to remove Tenant,  Tenant's vehicles and those of its
employees,  licensees or invitees and all of Tenant's personal property from the
Parking Facilities.

     SECTION  6.2 If all or any  portion  of the  Parking  Facilities  shall  be
damaged or rendered unusable by fire or other casualty or any taking pursuant to
eminent domain  proceeding  (or deed in lieu  thereof),  and as a result thereof
Landlord  or the  garage  operator  is unable to make  available  to Tenant  the
parking  provided  for  herein,  then the number of cars which  Tenant  shall be
entitled to park hereunder shall be  proportionately  reduced so that the number
of cars which  Tenant may park in the Parking  Facilities  after the casualty or
condemnation  in question  shall bear the same ratio to the total number of cars
which can be parked in the Parking Facilities at such time as the number of cars
Tenant had the right to park in the Parking Facilities prior to such casualty or
condemnation  bore to the aggregate number of cars which could be parked therein
at that time.


                                    ARTICLE 7
                              SERVICES OF LANDLORD

     SECTION 7.1

     A.  During the Term,  Landlord  shall  furnish  Tenant  with the  following
services:  (a) hot and cold water in  Building  Standard  bathrooms  and chilled
water in Building Standard drinking  fountains;  (b) electrical power sufficient
for  lighting  the  Premises  and  for the  operation  therein  of  typewriters,
voicewriters,  calculating  machines,  word processing  equipment,  photographic
reproduction equipment,  copying machines, personal computers, and similar items
of business equipment which consume, in the aggregate,  less than five (5) watts
per square foot of Net  Rentable  Area of the  Premises and require a voltage of
120 volts single phase or less, (c) heating, ventilating or air-conditioning, as
appropriate,  during Business Hours at such  temperatures and in such amounts as
customarily and seasonally  provided to tenants  occupying  comparable  space in
office buildings in the Atlanta,  Georgia  suburban area; (d) electric  lighting
for the Common  Areas of the Project;  (e)  passenger  elevator  service (if the
Building  has  elevators),  in common  with  others,  for access to and from the
Premises  twenty-four  (24)  hours per day,  seven (7) days per week;  provided,
however,  that  Landlord  shall  have the right to limit the  number of (but not
cease to operate  all)  elevators  to be operated  after  Business  Hours and on
Saturdays,   Sundays  and  Holidays;   (f)  janitorial  cleaning  services;  (g)
facilities for Tenant's  loading,  unloading,  delivery and pick-up  activities,
including  access  thereto  during  Business  Hours,  subject  to the  Rules and
Regulations,  the type of  facilities,  and other  limitations  of such  loading
facilities;  and (h) replacement,  as necessary,  of all Building Standard lamps
and  ballasts in Building  Standard  light  fixtures  within the  Premises.  All
services referred to in this Section 7.1A shall be provided by Landlord and paid
for by Tenant as part of Tenant's Operating Costs Payment.

     B.  If  Tenant  requires  air-conditioning,   heating  or  other  services,
including cleaning services, routinely supplied by Landlord for hours or days in
addition to the hours and days  specified in Section 7.1A,  Landlord  shall make
reasonable  efforts to provide such additional  service after  reasonable  prior
written request  therefor from Tenant,  and Tenant shall reimburse  Landlord for
the cost of such  additional  service;  provided  however,  that,  if any  other
tenants  in the  Building  served by the  equipment  providing  such  additional
service to the Premises request that Landlord  concurrently provide such service
to such other  tenants,  the cost of Landlord's  providing  such  additional and
concurrent  service shall be prorated among all of the tenants  requesting  such
service.  Landlord shall have no obligation to provide any additional service to
Tenant at any time Tenant is in default  under this Lease unless  Tenant pays to
Landlord,  in advance,  the cost of such additional service. If any machinery or
equipment which generates  abnormal heat or otherwise creates unusual demands on
the  air-conditioning  or heating  system  serving  the  Premises is used in the
Premises and if Tenant has not, within five (5) days after demand from Landlord,
taken such  steps,  at Tenant's  expense,  as shall be  necessary  to cease such
adverse affect on the  air-conditioning  or heating system,  Landlord shall have
the right to  install  supplemental  air-conditioning  or  heating  units in the
Premises,  and the full cost of such  supplemental  units (including the cost of
acquisition, installation, operation, use and maintenance thereof) shall be paid
by Tenant to Landlord in advance or on demand.

     C. If Tenant's  requirements  for or consumption of electricity  exceed the
capacities  specified in clause (b) of Section 7.1A hereof,  Landlord  shall, at
Tenant's sole cost and expense,  make reasonable  efforts to supply such service


                                       6
<PAGE>

through the  then-existing  feeders  and risers  serving  the  Building  and the
Premises  and shall bill Tenant  periodically  for such  additional  service and
Tenant  shall  pay each such bill  with the  installment  of Rent next due.  The
degree of such additional  consumption and potential consumption by Tenant shall
be determined at Landlord's election, by either or both (a) a survey of standard
or average tenant usage of electricity in the Building  performed by a reputable
consultant selected by Landlord and paid for by Tenant, and (b) a separate meter
in the  Premises  to be  installed,  maintained,  and read by  Landlord,  all at
Tenant's  sole  cost and  expense.  Tenant  shall  not  install  any  electrical
equipment requiring special wiring unless approved in advance by Landlord. At no
time shall use of  electricity  in the Premises  exceed the capacity of existing
feeders  and risers to or wiring in the  Premises.  Any risers or wiring to meet
Tenant's excess electrical requirements shall, upon Tenant's written request, be
installed by  Landlord,  at Tenant's  sole cost,  if, in  Landlord's  reasonable
judgment,  the same are  necessary and shall not (i) cause  permanent  damage or
injury to the  Project,  the  Building or the  Premises,  (ii) cause or create a
dangerous  or  hazardous  condition,  (iii)  entail  excessive  or  unreasonable
alterations, repairs or expenses or (iv) interfere with or disturb other tenants
or occupants of the Building.

     SECTION 7.2 Landlord's  obligation to furnish  electrical and other utility
services  shall be subject to the rules and  regulations of the supplier of such
electricity  or other  utility  services  and the rules and  regulations  of any
municipal or other governmental  authority  regulating the business of providing
electricity  and other  utility  services.  Landlord  shall have the  right,  at
Landlord's option,  upon not less than thirty (30) days' prior written notice to
Tenant (provided such prior notice will be less if either the  discontinuance of
such service is required by applicable law or Landlord  receives  shorter notice
from the utility company  providing  electricity or other utility  service),  to
discontinue electric or other utility services to the Premises and arrange for a
direct connection  thereof through a public utility  supplying such service.  If
Landlord gives such notice of discontinuance,  Landlord shall make all necessary
arrangements with the public utility supplying electric or other utility service
directly to the  Building to furnish  electric or other  utility  service to the
Premises,  and, unless  prohibited by law or regulations of such public utility,
Landlord shall not discontinue electric or other utility service to the Premises
until such public  utility is ready to supply  service to the  Premises.  Tenant
shall,  however, be responsible for contracting  promptly and directly with such
public  utility  supplying such service and for paying all deposits for, and all
costs relating to, such service.

     SECTION  7.3 No failure  to  furnish,  or any  stoppage  of,  the  services
referred  to in this  Article 7  resulting  from any cause  shall make  Landlord
liable in any respect for damages to any  person,  property or  business,  or be
construed as an eviction of Tenant,  or entitle  Tenant to any abatement of Rent
or other relief from any of Tenant's  obligations  under this Lease.  Should any
malfunction  of any  systems or  facilities  occur  within the Project or should
maintenance  or  alterations  of such systems or  facilities  become  necessary,
Landlord  shall repair the same  promptly  and with  reasonable  diligence,  and
Tenant shall have no claim for rebate,  abatement of Rent, or damages because of
malfunctions or any such interruptions in service.


                                    ARTICLE 8
                            ASSIGNMENT AND SUBLETTING

     SECTION 8.1 Neither Tenant nor its legal  representatives  or successors in
interest  shall,  by operation of law or otherwise,  assign,  mortgage,  pledge,
encumber or otherwise transfer this Lease or any part hereof, or the interest of
Tenant under this Lease, or in any sublease or the rent thereunder. The Premises
or any part  thereof  shall not be sublet,  occupied  or used for any purpose by
anyone other than Tenant,  without Tenant's obtaining in each instance the prior
written consent of Landlord,  which consent shall not be unreasonably  withheld,
conditioned or delayed,  in the manner  hereinafter  provided.  Tenant shall not
modify,  extend, or amend a sublease previously consented to by Landlord without
obtaining  Landlord's prior written consent thereto,  which consent shall not be
unreasonably  withheld,  conditioned  or  delayed.  Landlord's  consent  to  any
assignment  of this  Lease or sublet of the  Premises  shall not  waive,  nor be
deemed to have  waived,  the  provisions  of this  Article 8 and all  subsequent
assignments and subleases shall require the prior written consent of Landlord in
the manner hereinafter provided.

     SECTION 8.2 An  assignment  of this Lease shall be deemed to have  occurred
(a) if in a single  transaction or in a series of transactions  more than 50% in
interest in Tenant,  any  guarantor  of this Lease,  or any  subtenant  (whether
stock, partnership,  interest or otherwise) is transferred, diluted, reduced, or
otherwise  affected with the result that the present holder or owners of Tenant,
such guarantor,  or such subtenant have less than a 50% interest in Tenant, such
guarantor or such subtenant, or (b) if Tenant's obligations under this Lease are
taken over or assumed in consideration of Tenant leasing space in another office
building. The transfer of the outstanding capital stock of any corporate Tenant,
guarantor or subtenant through the  "over-the-counter"  market or any recognized
national  securities  exchange  (other than by persons  owning 5% or more of the
voting  calculation  of such 50% interest of clause  8.2(a)  above) shall not be
included in the calculation of such 50% interest in clause (a) above.

     SECTION 8.3 Notwithstanding anything to the contrary in Section 8.1, Tenant
shall have the right,  upon ten (10) days' prior written notice to Landlord,  to
(a) sublet  all or part of the  Premises  to any  related  corporation  or other
entity which controls Tenant, is controlled by Tenant or is under common control
with Tenant;  or (b) assign this Lease to a successor  corporation into which or
with which Tenant is merged or consolidated or which acquired  substantially all
of Tenant's  assets and property;  provided that (i) such successor  corporation
assumes all of the  obligations and liabilities of Tenant and shall have assets,
capitalization  and net worth at least equal to the assets,  capitalization  and
net worth of  Tenant as of the date of this  Lease as  determined  by  generally
accepted accounting  principles,  and (ii) Tenant shall provide in its notice to
Landlord  the  information  required  in Section  8.4.  For the  purpose  hereof
"control"  shall mean  ownership of not less than 50% of all the voting stock or
legal and equitable interest in such corporation or entity.

                                       7
<PAGE>

     SECTION  8.4 If Tenant  should  desire to assign  this  Lease or sublet the
Premises (or any part  thereof),  Tenant shall give Landlord  written  notice no
later than the time  required  for notice  under  Section  8.3 in the case of an
assignment  or  subletting,  or not less  than ten (10) days in  advance  of the
proposed effective date of any other proposed assignment or sublease, specifying
(a) the  name,  current  address,  and  business  of the  proposed  assignee  or
sublessee, (b) the amount and location of the space within the Premises proposed
to be so  subleased,  (c)  the  proposed  effective  date  and  duration  of the
assignment or subletting,  and (d) the proposed rent or consideration to be paid
to Tenant by such assignee or sublessee.  Tenant shall promptly  supply Landlord
with  financial  statements  and other  information  as Landlord  may request to
evaluate the proposed  assignment or sublease.  For  assignments and sublettings
other than those permitted by Section 8.3,  Landlord shall have thirty (30) days
following  receipt of such notice and other  information  requested  by Landlord
within which to notify Tenant in writing that Landlord elects:  (i) to terminate
this Lease as to the space so affected  as of the  proposed  effective  date set
forth in Tenant's notice, in which event Tenant shall be relieved of all further
obligations hereunder as to such space, except for obligations under Articles 17
and 22 and all other  provisions  of this  Lease  which  expressly  survive  the
termination  hereof;  or (ii) to permit  Tenant to assign or sublet  such space;
provided,  however,  that,  if the rent rate agreed upon between  Tenant and its
proposed  subtenant  is greater than the rent rate that Tenant must pay Landlord
hereunder for that portion of the  Premises,  or if any  consideration  shall be
promised to or received by Tenant in connection with such proposed assignment or
sublease  (in  addition  to  rent),  then  all of such  excess  rent  and  other
consideration  shall be  considered  Additional  Rent owed by Tenant to Landlord
(less brokerage commissions,  attorneys' fees and other disbursements reasonably
incurred by Tenant for such assignment and subletting if acceptable  evidence of
such  disbursements  is delivered to  Landlord),  and shall be paid by Tenant to
Landlord,  in the case of excess rent,  in the same manner that Tenant pays Base
Rent and, in the case of any other consideration,  within ten (10) Business Days
after receipt thereof by Tenant;  or (iii) to refuse,  in Landlord's  reasonable
discretion, to consent to Tenant's assignment or subleasing of such space and to
continue  this Lease in full force and  effect as to the  entire  Premises.  The
parties agree that Landlord may reasonably refuse to consent to an assignment or
subletting   if  the  proposed   assignee  or   subtenant  is  not   financially
creditworthy,  is a governmental  authority or agency, an organization or person
enjoying  sovereign or diplomatic  immunity,  a medical or dental  practice or a
user that will attract a volume, frequency or type of visitor or employee to the
Building  which is not  consistent  with the standards of a high quality  office
building or that will impose an excessive  demand on or use of the facilities or
services of the Building.  It shall also be reasonable for Landlord to refuse to
consent to any  assignment  or subletting if (x) Tenant is then in default under
this Lease,  or (y) such  assignment or  subletting  would cause a default under
another  lease in the  Building  or  under  any  ground  lease,  deed of  trust,
mortgage,  restrictive  covenant,  easement or other  encumbrance  affecting the
Project, or cause a violation of any applicable laws or regulations or insurance
requirements  affecting  the  Project,  or in  any  way  increase  the  risk  of
environmental  damage to the Project, or (z) such assignment or subletting would
compete with  Landlord's  leasing of the Project or  otherwise  have a potential
negative  monetary impact on Landlord.  If Landlord should fail to notify Tenant
in writing  of such  election  within  the  aforesaid  thirty  (30) day  period,
Landlord  shall be deemed to have elected  option (iii) above.  Tenant agrees to
reimburse  Landlord for legal fees and any other  reasonable  costs  incurred by
Landlord in  connection  with any permitted  assignment  or subletting  and such
payment shall not be deducted from the Additional Rent owed to Landlord pursuant
to  subsection  (ii)  above.  Tenant  shall  deliver to  Landlord  copies of all
documents  executed in connection  with any permitted  assignment or subletting,
which  documents  shall  be in form and  substance  reasonably  satisfactory  to
Landlord and which shall require any assignee to assume performance of all terms
of this Lease to be performed by Tenant or any  subtenant to comply with all the
terms of this Lease to be performed by Tenant.  No acceptance by Landlord of any
Rent or any other sum of money from any assignee, sublessee or other category of
transferee shall be deemed to constitute  Landlord's  consent to any assignment,
sublease, or transfer.

     SECTION 8.5 Any attempted  assignment or sublease by Tenant in violation of
the terms and provisions of this Article 8 shall be void and shall  constitute a
material breach of this Lease. In no event, shall any assignment,  subletting or
transfer,  whether or not with Landlord's consent, relieve Tenant of its primary
liability  under this Lease for the entire  Term,  and Tenant shall in no way be
released  from  the full  and  complete  performance  of all the  terms  hereof.
Further,  Tenant's  continuing  primary  liability for the Tenant's  obligations
under this Lease  following  an  assignment  or sublease  shall not be released,
impaired or otherwise  affected by  Landlord's  waiver of any  provision of this
Lease or Landlord's  failure to enforce any provision of this Lease. If Landlord
takes  possession  of the  Premises  before the  expiration  of the Term of this
Lease, Landlord shall have the right, at its option, to terminate all subleases,
or to take over any  sublease of the  Premises  or any portion  thereof and such
subtenant  shall attorn to Landlord,  as its  landlord,  under all the terms and
obligations  of such sublease  occurring from and after such date, but excluding
previous  acts,  omissions,  negligence  or defaults of Tenant and any repair or
obligation in excess of available net insurance proceeds or condemnation award.

     SECTION 8.6

     A. Tenant  acknowledges that this Lease is a lease of  nonresidential  real
property and  therefore  agrees that Tenant,  in the event it should  become the
debtor in  possession,  or the trustee for Tenant,  as applicable  (collectively
"the Trustee"),  in any proceeding under Title 11 of the United State Bankruptcy
Code relating to Bankruptcy,  as amended (the "Bankruptcy Code"), shall not seek
or request  any  extension  of time to assume or reject this Lease or to perform
any obligations of this Lease which arise from or after the order of relief.

     B. If the Trustee  proposes to assume or to assign this Lease or sublet the
Premises  (or any portion  thereof)  to any person  which shall have made a bona
fide  offer to accept  an  assignment  of this  Lease or a  subletting  on terms
acceptable  to the Trustee,  the Trustee  shall give  Landlord,  and lessors and
mortgagees of Landlord of which Tenant has notice,  written notice setting forth
the name and address of such person and the terms and conditions of such offer,


                                       8
<PAGE>

no later than twenty (20) days after receipt of such offer,  but in any event no
later  then  ten  (10)  days  prior  to the  date on  which  the  Trustee  makes
application  to the  Bankruptcy  Court for  authority and approval to enter into
such  assumption  and  assignment or  subletting.  Landlord shall have the prior
right and option,  to be exercised by written notice to the Trustee given at any
time prior to the effective date of such proposed  assignment or subletting,  to
accept an  assignment  of this Lease or subletting of the Premises upon the same
terms and  conditions and for the same  consideration,  if any, as the bona fide
offer made by such person,  less any brokerage  commissions which may be payable
out of the  consideration  to be paid  by such  person  for  the  assignment  or
subletting of this Lease.

     C.  The  Trustee  shall  have the  right  to  assume  Tenant's  rights  and
obligations under this Lease only if the Trustee: (a) promptly cures or provides
adequate  assurance  that the Trustee will  promptly  cure any default under the
Lease;  (b)  compensates  or provides  adequate  assurance that the Trustee will
promptly  compensate Landlord for any actual pecuniary loss incurred by Landlord
as a result of Tenant's  default  under this Lease;  and (c)  provides  adequate
assurance of future  performance under the Lease.  Adequate  assurance of future
performance by the proposed assignee shall include, as a minimum,  that: (i) the
Trustee or any  proposed  assignee  of the Lease  shall  deliver  to  Landlord a
security  deposit in an amount equal to at least three (3) months' Rent accruing
under the  Lease;  (ii) any  proposed  assignee  of the Lease  shall  provide to
Landlord  an  audited  financial  statement,  dated no later than six (6) months
prior to the  effective  date of such  proposed  assignment  or sublease with no
material  change therein as of the effective  date,  which  financial  statement
shall show the  proposed  assignee to have a net worth equal to at least  twelve
(12) months' Rent accruing under the Lease, or, in the alternative, the proposed
assignee shall provide a guarantor of such proposed assignee's obligations under
the Lease, which guarantor shall provide an audited financial  statement meeting
the  requirements  of (ii) above and shall  execute  and  deliver to  Landlord a
guaranty agreement in form and substance  acceptable to Landlord;  and (iii) any
proposed  assignee  shall  grant to  Landlord  a security  interest  in favor of
Landlord in all furniture,  fixtures,  and other personal property to be used by
such proposed assignee in the Premises.  All payments of Rent required of Tenant
under this Lease,  whether or not expressly  denominated  as such in this Lease,
shall constitute rent for the purposes of Title 11 of the Bankruptcy Code.

     D. The parties agree that for the purposes of the Bankruptcy  Code relating
to (a) the  obligation  of the Trustee to provide  adequate  assurance  that the
Trustee  will  "promptly"  cure  defaults  and  compensate  Landlord  for actual
pecuniary  loss,  the word  "promptly"  shall  mean  that cure of  defaults  and
compensation  will occur no later than sixty (60) days  following  the filing of
any motion or  application  to assume this Lease;  and (b) the obligation of the
Trustee to compensate  or to provide  adequate  assurance  that the Trustee will
promptly  compensate  Landlord  for "actual  pecuniary  loss," the term  "actual
pecuniary loss" shall mean, in addition to any other provisions contained herein
relating  to  Landlord's  damages  upon  default,  payments  of Rent,  including
interest at the Interest Rate on all unpaid Rent,  all  attorneys'  fees and all
related costs of Landlord  incurred in connection  with any default of Tenant in
connection with Tenant' s bankruptcy proceedings.

     E. Any  person or entity to which this Lease is  assigned  pursuant  to the
provisions of the Bankruptcy Code shall be deemed,  without further act or deed,
to have assumed all of the obligations  arising under this Lease and each of the
conditions and provisions  hereof on and after the date of such assignment.  Any
such assignee shall, upon the request of Landlord, forthwith execute and deliver
to  Landlord  an  instrument,  in form and  substance  acceptable  to  Landlord,
confirming such assumption.

     SECTION 8.7 The term "Landlord," as used in this Lease, so far as covenants
or obligations  on the part of Landlord are concerned,  shall be limited to mean
and include only the owner or owners, at the time in question,  of the fee title
to, or a lessee's  interest in a ground lease of, the Land or the  Building.  In
the event of any transfer,  assignment  or other  conveyance or transfers of any
such title or interest,  Landlord  herein  named (and in case of any  subsequent
transfers or  conveyances,  the then grantor) shall be  automatically  freed and
relieved from and after the date of such  transfer,  assignment or conveyance of
all liability as respects the performance of any covenants or obligations on the
part of Landlord contained in this Lease thereafter to be performed and, without
further  agreement,  the transferee of such title or interest shall be deemed to
have  assumed  and agreed to observe  and  perform  any and all  obligations  of
Landlord hereunder,  during its ownership of the Project.  Landlord may transfer
its interest in the Project  without the consent of Tenant and such  transfer or
subsequent transfer shall not be deemed a violation on Landlord's part of any of
the terms of this Lease.


                                    ARTICLE 9
                                     REPAIRS

     SECTION 9.1 Except for ordinary  wear and tear,  casualty and  condemnation
and except as otherwise  provided in Section  9.2,  Landlord  shall  perform all
maintenance and make all repairs and replacements to the Premises (including the
Leasehold Improvements). Tenant shall pay to Landlord the actual cost (including
a fee  equal to  fifteen  percent  (15%)  of  actual  costs to cover  Landlord's
overhead  which  includes a fee for  Landlord's  agent or  manager)  for (a) all
maintenance,  repairs  and  replacements  within  the  Premises  (including  the
Leasehold Improvements), other than (i) repairs and replacements necessitated by
the willful  misconduct  or  negligence  of  Landlord or its agents,  employees,
contractors,  invitees  or  licensees  to the  extent  the cost  thereof  is not
collectible under Tenant's  insurance,  or, if Tenant is not carrying all of the
insurance  described  in Section  14.1A,  to the  extent  such cost would not be
covered by the insurance described in Section 14.1A, if the same were in effect,
and (ii)  maintenance,  repairs and  replacements  to the central systems of the
Building  located  within  the  Premises;   (b)  all  repairs  and  replacements
necessitated by damage to the Project (including the Building structure and the


                                       9
<PAGE>

central systems of the Building within the Premises) caused by the negligence or
willful misconduct or negligence of Tenant or its agents, contractors,  invitees
and licensees but only to the extent the cost thereof is not  collectible  under
Landlord's  insurance,  or, if Landlord  is not  carrying  all of the  insurance
described in Section  14.2, to the extent that such cost would not be covered by
the  insurance  described  in Section  14.2 if the same were in effect.  Amounts
payable by Tenant  pursuant to this Section 9.1 shall be payable on demand after
receipt of an invoice therefor from Landlord. Landlord has no obligation and has
made no promise to maintain, alter, remodel, improve, repair, decorate, or paint
the  Premises  or any part  thereof,  except as  specifically  set forth in this
Lease.  In no event shall  Landlord have any  obligation to maintain,  repair or
replace any furniture, furnishings, fixtures or personal property of Tenant.

     SECTION  9.2  Tenant  shall  keep the  Premises  (including  the  Leasehold
Improvements)  in good  order  and in a  safe,  neat  and  clean  condition.  No
representations  respecting the condition of the Premises or the Building or the
other  portions  of the Project  have been made by Landlord to Tenant  except as
specifically  set forth in this Lease.  Except as  provided  in Section  10.1 or
specifically consented to by Landlord,  Tenant shall not perform any maintenance
or repair work or make any  replacement  in or to the  Premises  (including  the
Leasehold  Improvements)  but rather shall promptly  notify Landlord of the need
for such  maintenance,  repair or  replacement  so that  Landlord may proceed to
perform  the same  pursuant  to the  provisions  of  Section  9.1.  In the event
Landlord  specifically  consents to the  performance  of any  maintenance or the
making of any  repairs or  replacements  by Tenant and Tenant  fails to promptly
commence and diligently pursue the performance of such maintenance or the making
of such repairs or replacements,  then Landlord, at its option, may perform such
maintenance or make such repairs and Tenant shall reimburse Landlord,  on demand
after Tenant receives an invoice therefor,  the cost thereof plus a fee equal to
fifteen  percent (15%) of the actual costs to cover  overhead,  which includes a
fee for Landlord's agent or manager.

     SECTION  9.3 All  repairs  made by Tenant  pursuant to Section 9.2 shall be
performed  in a good and  workmanlike  manner  by  contractors  or other  repair
personnel  selected by Tenant from an approved  list of  contractors  and repair
personnel maintained by Landlord in the Project's  management office;  provided,
however,  that neither Tenant nor its  contractors or repair  personnel shall be
permitted to do any work  affecting the central  systems of the Building.  In no
event shall such work be done for Landlord's account or in a manner which allows
any liens to be filed in  violation  of Article  11. To the  extent any  repairs
involve the making of alterations to the Premises,  Tenant shall comply with the
provisions of Article 10.

     SECTION  9.4  Subject  to the  other  provisions  of  this  Lease  imposing
obligations  regarding  repair upon Tenant,  Landlord shall repair all machinery
and equipment necessary to provide the services of Landlord described in Article
7 (provided that Tenant shall pay the costs of any repair to such systems or any
part  thereof  damaged by Tenant and  Tenant's  employees,  customers,  clients,
agents,  licensees  and  invitees) and for repair of all portions of the Project
which do not comprise a part of the Premises and are not leased to others.


                                   ARTICLE 10
                                   ALTERATIONS

     SECTION  10.1  Tenant  shall  not at any  time  during  the  Term  make any
alterations to the Premises without first obtaining  Landlord's  written consent
thereto,  which  consent  Landlord  shall not  unreasonably  withhold  or delay;
provided, however, that Landlord shall not be deemed unreasonable by refusing to
consent to any  alterations  which are visible from the exterior of the Building
or the Project,  which will or are likely to cause any  weakening of any part of
the structure of the Premises,  the Building or the Project or which will or are
likely to cause damage or  disruption to the central  building  systems or which
are prohibited by any underlying ground lease or mortgage.  Should Tenant desire
to make any  alterations  to the  Premises,  Tenant  shall  submit all plans and
specifications  for such proposed  alterations to Landlord for Landlord's review
before  Tenant  allows any such work to commence,  and Landlord  shall  promptly
approve or disapprove such plans and  specifications  for any of the reasons set
forth in this Section 10.1 or for any other reason  reasonably deemed sufficient
by Landlord.  Tenant shall select and use only  contractors,  subcontractors  or
other repair personnel from those listed on Landlord's  approved list maintained
by Landlord in the Project management  office.  Upon Tenant's receipt of written
approval from  Landlord and any required  approval of any mortgagee or lessor of
Landlord,  and  upon  Tenant's  payment  to  Landlord  of (a) a  reasonable  fee
prescribed  by Landlord for the work of Landlord and  Landlord's  employees  and
representatives in reviewing and approving such plans and specifications and (b)
the fees,  if any charged by any mortgagee or lessor of Landlord for such review
and approval,  Tenant shall have the right to proceed with the  construction  of
all approved  alterations,  but only so long as such  alterations  are in strict
compliance  with the plans and  specifications  so approved by Landlord and with
the  provisions of this Article 10 Landlord.  All  alterations  shall be made at
Tenant's sole cost and expense,  either by Tenant's  contractors or, at Tenant's
option, by Landlord on terms reasonably satisfactory to Tenant,  including a fee
of fifteen  percent  (15%) of the actual costs of such work to cover  Landlord's
overhead  on  a  fee  for  Landlord's   agent  or  manager  in  supervising  and
coordinating  such work.  If Tenant's  contractor  performs  such work, a fee of
seven  and  one-half  percent  (7.5%) of the  actual  costs of such work fee for
Landlord's agent or manager in supervising and  coordinating  such work to cover
overhead  and  a fee  for  Landlord's  agent  or  manager  for  supervising  and
coordinating such work. In no event,  however,  shall anyone other than Landlord
or Landlord's employees or representatives perform work to be done which affects
the central systems of the Building.

     SECTION 10.2 All  construction,  alterations and repair work done by or for
Tenant shall (a) be performed in such a manner as to maintain  harmonious  labor


                                       10
<PAGE>

relations;  (b) not adversely affect the safety of the Project,  the Building or
the  Premises or the systems  thereof and not affect the central  systems of the
Building; (c) comply with all building, safety, fire, plumbing,  electrical, and
other codes and governmental and insurance  requirements;  (d) not result in any
usage in excess  of  Building  Standard  of water,  electricity,  gas,  or other
utilities or of heating, ventilating or air-conditioning (either during or after
such work) unless prior written  arrangements  satisfactory to Landlord are made
with respect  thereto;  (e) be completed  promptly and in a good and workmanlike
manner and in compliance  with, and subject to, all of the provisions of Article
2 of Exhibit C hereof;  and (f) not  disturb  Landlord  or other  tenants in the
Building.  After  completion of any  alterations  to the  Premises,  Tenant will
deliver to Landlord a copy of "as built" plans and specifications  depicting and
describing such alterations.

     SECTION 10.3 All Leasehold  Improvements,  alterations  and other  physical
additions  made to or installed  by or for Tenant in the  Premises  shall be and
remain Landlord's property (except for Tenant's furniture, personal property and
movable trade  fixtures)  and shall not be removed  without  Landlord's  written
consent.  Tenant agrees to remove, at its sole cost and expense, all of Tenant's
furniture,  personal property and movable trade fixtures, and, if directed to or
permitted  to do so by Landlord in writing,  all, or any part of, the  Leasehold
Improvements,  alterations and other physical  additions made by or on behalf of
Tenant to the Premises  (including,  without limitation,  all cabling and wiring
for computer systems, telephones and the like whether located above the finished
ceiling  or  underneath  the  floor),  on or before the  Expiration  Date or any
earlier date of  termination  of this Lease.  Tenant shall  repair,  or promptly
reimburse Landlord for the cost of repairing, all damage done to the Premises or
the  Building  by such  removal.  Any  Leasehold  Improvements,  alterations  or
physical additions made by or on behalf of Tenant which Landlord does not direct
or permit  Tenant to remove at any time  during or at the end of the Term  shall
become the  property of  Landlord at the end of the Term  without any payment to
Tenant. If Tenant fails to remove any of Tenant's  furniture,  personal property
or  movable  trade  fixtures  by the  Expiration  Date  or any  sooner  date  of
termination   of  the  Lease  or,  if  Tenant  fails  to  remove  any  Leasehold
Improvements,  alterations  and other  physical  additions made by Tenant to the
Premises which  Landlord has in writing  directed  Tenant to remove  (including,
without limitation, all cabling and wiring for computer systems,  telephones and
the like whether  located above the finished  ceiling or underneath  the floor),
Landlord shall have the right, on the fifth (5th) day after Landlord's  delivery
of written  notice to Tenant to deem such  property  abandoned  by Tenant and to
remove, store, sell, discard or otherwise deal with or dispose of such abandoned
property in a  commercially  reasonable  manner.  Tenant shall be liable for all
costs of such  disposition of Tenant's  abandoned  property,  and Landlord shall
have no liability to Tenant in any respect  regarding  such  property of Tenant.
The  provisions of this Section 10.3 shall survive the expiration or any earlier
termination   of  this   Lease.   Tenant   hereby   appoints   Landlord  as  the
attorney-in-fact for Tenant and authorizes Landlord,  as such  attorney-in-fact,
to execute on behalf of Tenant any bill of sale or other document which Landlord
may deem necessary to evidence the conveyance of such property.


                                   ARTICLE 11
                                      LIENS

     SECTION 11.1 Tenant  shall keep the Project,  the Building and the Premises
and  Landlord's  interest  therein  free  from any liens  arising  from any work
performed,  materials  furnished,  or  obligations  incurred by, or on behalf of
Tenant  (other than by Landlord  pursuant to Exhibit C).  Notice is hereby given
that neither  Landlord nor any  mortgagee or lessor of Landlord  shall be liable
for any labor or materials  furnished to Tenant except as furnished to Tenant by
Landlord pursuant to Exhibit C. If any lien is filed for such work or materials,
such lien shall encumber only Tenant's interest in leasehold improvements on the
Premises.  Within  ten (10) days after  Tenant  learns of the filing of any such
lien,  Tenant shall notify Landlord of such lien and shall either  discharge and
cancel such lien of record or post a bond sufficient under the laws of the State
of Georgia to cover the amount of the lien claim plus any  penalties,  interest,
attorneys'  fees,  court costs, and other legal expenses in connection with such
lien. If Tenant fails to so discharge or bond such lien within ten (10) calendar
days after  written  demand from  Landlord,  Landlord  shall have the right,  at
Landlord's  option, to pay the full amount of such lien without inquiry into the
validity  thereof,  and  Landlord  shall be promptly  reimbursed  by Tenant,  as
Additional  Rent,  for all  amounts  so paid by  Landlord,  including  expenses,
interest, and attorneys' fees.


                                   ARTICLE 12
                          USE AND COMPLIANCE WITH LAWS

     SECTION  12.1  The  Premises   shall  be  used  only  for   executive   and
administrative  offices for the conduct of Tenant's business limited to the uses
specifically  set forth in  Section  1.1 and for no other  purposes  whatsoever.
Tenant shall use and maintain the Premises in a clean, careful, safe, lawful and
proper  manner and shall not allow within the  Premises,  any  offensive  noise,
odor,  conduct or  private  or public  nuisance  or permit  Tenant's  employees,
agents, licensees or invitees to create a public or private nuisance or act in a
disorderly manner within the Building or in the Project. Any statement as to the
particular  nature of the business to be conducted by Tenant in the Premises and
uses to be made  thereof by Tenant as set forth in Section 1.1 hereof  shall not
constitute a  representation  or warranty by Landlord that such business or uses
are lawful or permissible under any certificate or occupancy for the Premises or
the  Building  or are  otherwise  permitted  by  law.  Landlord  does,  however,
represent that any certificate of occupancy  issued with respect to the Premises
shall allow use for executive and administrative offices.

     SECTION 12.2 Tenant shall,  at Tenant's  sole expense,  (a) comply with all
laws,  orders,  ordinances,  and  regulations  of federal,  state,  county,  and
municipal authorities having jurisdiction over the Premises,  including, without
limitation,  the Americans With Disabilities Act, (b) comply with any directive,


                                       11
<PAGE>

order or citation made pursuant to law by any public officer requiring abatement
of any nuisance or which  imposes upon Landlord or Tenant any duty or obligation
arising from Tenant's  occupancy or use of the Premises or from conditions which
have been created by or at the request or insistence  of Tenant,  or required by
reason of a breach of any of  Tenant's  obligations  hereunder  or by or through
other fault of Tenant, (c) comply with all insurance requirements  applicable to
the Premises and (d) indemnify and hold Landlord  harmless from any loss,  cost,
claim or expense which Landlord incurs or suffers by reason of Tenant's  failure
to comply with its  obligations  under clauses (a), (b) or (c) above.  If Tenant
receives notice of any such directive, order citation or of any violation of any
law, order,  ordinance,  regulation or any insurance  requirement,  Tenant shall
promptly  notify  Landlord  in writing of such  alleged  violation  and  furnish
Landlord with a copy of such notice.

     SECTION  12.3 Tenant shall not use or permit the use of the Premises or any
portion of the Project for the storage,  treatment,  use, production or disposal
of any hazardous substances or hazardous waste (as those terms are defined under
CERCLA or RCRA or any other  applicable  federal,  state or local  environmental
protection  laws),  except in strict  compliance with  applicable  environmental
protection laws.  Tenant does hereby  indemnify and hold Landlord  harmless from
and against any and all damage to any  property,  penalties,  expenses,  claims,
losses  or  liabilities  or  injury  to or death of any  person  as a result  of
Tenant's violation of the foregoing provision.  Tenant's indemnity shall include
the  obligation  to  reimburse  Landlord  for  any and all  costs  and  expenses
(including  reasonable  attorneys'  fees)  incurred by  Landlord,  its agents or
employees as a result of Tenant's violation.


                                   ARTICLE 13
                              DEFAULT AND REMEDIES

     SECTION  13.1 The  occurrence  of any one or more of the  following  events
shall  constitute  an Event of Default  (herein so called) of Tenant  under this
Lease:  (a) if  Tenant  fails to pay any Rent  hereunder  as and when  such Rent
becomes due and such  failure  shall  continue for more than five (5) days after
Landlord  gives Tenant notice of past due Rent;  (b) if Tenant fails to pay Rent
on time more than twice in any  period of twelve  (12)  months,  notwithstanding
that such payments have been made within the applicable cure period;  (c) if the
Premises  become  vacant,   deserted,  or  abandoned  for  more  than  ten  (10)
consecutive  days or if Tenant fails to take  possession  of the Premises on the
Commencement  Date or  promptly  thereafter;  (d) if Tenant  permits  to be done
anything  which  creates a lien upon the Premises and fails to discharge or bond
such lien or post such  security with Landlord as is required by Article 11; (e)
if  Tenant  violates  the  provisions  of  Article  8 by  attempting  to make an
unpermitted assignment or sublease; (f) if Tenant fails to maintain in force all
policies of insurance required by this Lease and such failure shall continue for
more than ten (10) days after Landlord gives Tenant notice of such failure;  (g)
if any  petition is filed by or against  Tenant or any  guarantor  of this Lease
under any present or future section or chapter of the Bankruptcy  Code, or under
any similar law or statute of the United States or any state thereof (which,  in
the case of an involuntary proceeding, is not permanently discharged, dismissed,
stayed, or vacated, as the case may be, within sixty (60) days of commencement),
or if any order for relief shall be entered  against  Tenant or any guarantor of
this Lease in any such proceedings; (h) if Tenant or any guarantor of this Lease
becomes  insolvent  or  makes a  transfer  in  fraud  of  creditors  or makes an
assignment  for the  benefit of  creditors;  (i) if a  receiver,  custodian,  or
trustee is  appointed  for the Premises or for all or  substantially  all of the
assets of Tenant or of any  guarantor of this Lease,  which  appointment  is not
vacated  within sixty (60) days following the date of such  appointment;  (j) if
Tenant  fails to  perform  or  observe  any other  terms of this  Lease and such
failure shall  continue for more than ten (10) days after  Landlord gives Tenant
notice of such failure,  or, if such failure cannot be corrected within such ten
(10) day period, if Tenant does not commence to correct such default within said
ten (10) day period and thereafter  diligently  prosecute the correction of same
to  completion  within a  reasonable  time and in any event  prior to the time a
failure to  complete  such  correction  could  cause  Landlord  to be subject to
prosecution  for violation of any law, rule,  ordinance or regulation or causes,
or could cause, a default under any mortgage, underlying lease, tenant leases or
other  agreements  applicable to the Project;  or (k) if Tenant fails to perform
any term  (other  than the  payment  of Rent) of this  Lease more than three (3)
times in any  period of twelve  (12)  months,  notwithstanding  that  Tenant has
corrected any previous failures within the applicable cure period.

     SECTION 13.2 Upon the  occurrence of any Event of Default,  Landlord  shall
have the  right,  at  Landlord's  option,  to elect to do any one or more of the
following without further notice or demand to Tenant:  (a) terminate this Lease,
in which event Tenant shall immediately surrender the Premises to Landlord, and,
if Tenant fails to so surrender,  Landlord shall have the right, without notice,
to enter upon and take  possession of the Premises and to expel or remove Tenant
and its effects  without being liable for  prosecution  or any claim for damages
therefor;  and Tenant shall,  and hereby agrees to,  indemnify  Landlord for all
loss and damage which Landlord suffers by reason of such termination,  including
damages  in an  amount  equal to the total of (1) the  costs of  recovering  the
Premises and all other expenses incurred by Landlord in connection with Tenant's
default; (2) the unpaid Rent earned as of the date of termination, plus interest
at the Interest Rate; (3) all other sums of money and damages owing by Tenant to
Landlord,  and (4) an amount which, at the date of such  termination  represents
the present value (determined by using a discount rate equal to the then average
rate for  Moody's  "AAA"  rated  corporate  bonds with  maturities  equal to the
Remaining Term (as hereinafter defined)) of the excess, if any, of (i) the Rent,
Base Rent, Additional Rent, and all other charges and sums which would have been
payable hereunder by Tenant for the period commencing with the day following the
date of such termination and ending with the stated expiration date of the Term,
as extended  (hereinafter  referred to as the "Remaining  Term"),  over (ii) the
aggregate  reasonable  rental value of the Premises for the same period,  all of
which  present  value of such  excess  sum shall be deemed  immediately  due and
payable (in determining the aggregate  reasonable  rental value pursuant to item
(ii)  above,  the  parties  hereby  agree  that all  relevant  factors  shall be
considered as of the time Landlord seeks to enforce such remedy,  including, but
not limited to, (A) the length of time remaining in the Term of this Lease,  (B)
the then-current market conditions in the general area in which the Premises are


                                       12
<PAGE>

located, (C) the likelihood of reletting the Premises for a period of time equal
to the Remaining  Term, (D) the net effective  rental rates (taking into account
all  concessions)  then being  obtained  for space of  similar  type and size in
similar  type  buildings  in the general area in which the Premises are located,
(E)  [Intentionally  Omitted],  (F) the  anticipated  duration of the period the
Premises will be unoccupied prior to reletting,  and (G) the anticipated cost of
reletting;  such payment shall be and constitute  Landlord's liquidated damages,
Landlord and Tenant acknowledging and agreeing that it is difficult to determine
the actual  damages  Landlord  would suffer from  Tenant's  default and that the
agreed upon liquidated  damages are not punitive or penalties and are just, fair
and  reasonable);  or (b) enter upon and take possession of the Premises without
terminating  this Lease and without being liable to prosecution or any claim for
damages therefor,  and, if Landlord elects,  relet the Premises on such terms as
Landlord deems advisable,  in which event Tenant shall pay to Landlord on demand
the cost of repossession,  renovating, repairing and altering the Premises for a
new tenant or tenants and any deficiency  between the Rent payable hereunder and
the rent paid under such reletting;  provided, however, that Tenant shall not be
entitled  to any excess  payments  received  by  Landlord  from such  reletting.
Landlord's  failure or  inability  to relet the  Premises  shall not  release or
affect  Tenant's  liability  for Rent or for damages;  or (c) enter the Premises
without  terminating  this Lease and without being liable for prosecution or any
claim for damages  therefor  and maintain the Premises and repair or replace any
damage thereto or do anything for which Tenant is responsible hereunder.  Tenant
shall reimburse Landlord immediately upon demand for any expenses which Landlord
incurs in thus  effecting  Tenant's  compliance  under this Lease,  and Landlord
shall not be liable to Tenant for any damages with respect thereto.

     SECTION  13.3 No agreement to accept a surrender of the Premises and no act
or omission by Landlord or Landlord's agents during the Term shall constitute an
acceptance  or surrender  of the  Premises  unless made in writing and signed by
Landlord.  No re-entry or taking  possession  of the Premises by Landlord  shall
constitute  an election by Landlord  to  terminate  this Lease  unless a written
notice of such intention is given to Tenant. No provision of this Lease shall be
construed as an obligation  upon Landlord to mitigate  Landlord's  damages under
the Lease.

     SECTION 13.4 No provision of this Lease shall be deemed to have been waived
by Landlord unless such waiver is in writing and signed by Landlord.  Landlord's
acceptance  of Rent  following  an  Event  of  Default  hereunder  shall  not be
construed as a waiver of such Event of Default.  No custom or practice which may
grow up between the parties in connection  with the terms of this Lease shall be
construed to waive or lessen Landlord's right to insist upon strict  performance
of the terms of this  Lease,  without a written  notice  thereof to Tenant  from
Landlord.

     SECTION  13.5 The rights  granted to Landlord  in this  Article 13 shall be
cumulative  of every  other  right or  remedy  provided  in this  Lease or which
Landlord may otherwise have at law or in equity or by statute,  and the exercise
of one or more rights or remedies  shall not constitute an election of remedies,
prejudice or impair the  concurrent  or  subsequent  exercise of other rights or
remedies or  constitute  a forfeiture  or waiver of Rent or damages  accruing to
Landlord by reason of any Event of Default  under this Lease.  Tenant  agrees to
pay to Landlord all costs and expenses  incurred by Landlord in the  enforcement
of this Lease,  including all  attorneys'  fees incurred in connection  with the
collection of any sums due hereunder or the  enforcement  of any right or remedy
of Landlord.


                                   ARTICLE 14
                                    INSURANCE

     SECTION 14.1

     A. Tenant,  at its sole expense,  shall obtain and keep in force during the
Term the following  insurance:  (a) "All Risk" insurance  insuring the Leasehold
Improvements,  Tenant's interest in the Premises and all property located in the
Premises, including furniture,  equipment,  fittings,  installations,  fixtures,
supplies and any other personal property, leasehold improvements and alterations
("Tenant's  Property"),  in an amount equal to the full  replacement  value,  it
being  understood that no lack or inadequacy of insurance by Tenant shall in any
event  make  Landlord  subject to any claim by virtue of any theft of or loss or
damage  to  any  uninsured  or  inadequately  insured  property;   (b)  Business
Interruption  insurance  in an amount that will  reimburse  Tenant for direct or
indirect  loss of earnings  attributable  to all perils  insured  against  under
Section  14.1(a) or  attributable to the prevention of access to the Premises by
civil  authority;  and sufficient to reimburse Tenant for Rent in the event of a
casualty  to,  or  temporary  taking  of,  the  Building  or the  Premises;  (c)
Commercial general liability  insurance written on an occurrence basis including
personal injury,  bodily injury, broad form property damage,  operations hazard,
owner's  protective  coverage,  contractual  liability,  with a cross  liability
clause and a severability of interests clause to cover Tenant's  indemnities set
forth herein,  and products and completed  operations  liability,  in limits not
less than  $3,000,000.00  inclusive  per  occurrence  or such  higher  limits as
Landlord  may  require  from  time  to  time  during  the  Term;   (d)  Worker's
Compensation and Employer's  Liability  insurance,  with a waiver of subrogation
endorsement,  in form and amount as required by  applicable  law; and (e) In the
event Tenant performs any repairs or alterations in the Premises, Builder's Risk
insurance  on an "All Risk" basis  (including  collapse)  on a  completed  value
(non-reporting)  form for full replacement  value covering all work incorporated
in the Building and all materials  and  equipment in or about the Premises;  (f)
tenant's "All Risk" Legal Liability  insurance for the replacement cost value of
the  Premises;  and (g) any other form or forms of  insurance  or any changes or
endorsements to the insurance  required herein as Landlord,  or any mortgagee or
lessor of Landlord may require, from time to time, in form or in amount.



                                       13
<PAGE>

     B. Tenant shall have the right to include the insurance required by Section
14.1A under  Tenant's  policies of "blanket  insurance,"  provided that no other
loss  which may also be  insured  by such  blanket  insurance  shall  affect the
insurance coverages required hereby and further provided that Tenant delivers to
Landlord  a  certificate  specifically  stating  that  such  coverages  apply to
Landlord,  the  Premises  and the  Project.  All such  policies of  insurance or
certificates thereof shall name Landlord, Landlord's manager, and all mortgagees
and lessors of Landlord, of which Tenant has been notified, additional insureds,
all as their respective  interest may appear.  All such policies or certificates
shall be issued by insurers  acceptable to Landlord and in form  satisfactory to
Landlord. Tenant shall deliver to Landlord certificates with copies of policies,
together with satisfactory evidence of payment of premiums for such policies, by
the Commencement Date and, with respect to renewals of such policies,  not later
than thirty (30) days prior to the end of the expiring  term of  coverage.  Upon
Landlord's  request  Tenant shall deliver to Landlord  certified  copies of such
policies.  All policies of insurance shall be primary and Tenant shall not carry
any separate or additional  insurance  concurrent in form or contributing in the
event of any loss or damage  with any  insurance  required to be  maintained  by
Tenant under this Lease.  All such  policies and  certificates  shall contain an
agreement by the  insurers  that the policies  will not be  invalidated  as they
affect the  interests of Landlord  and  Landlord's  mortgagees  by reason of any
breach or violation of warranties,  representations,  declarations or conditions
contained in the policies  and that the insurers  shall notify  Landlord and any
mortgagee or lessor of Landlord in writing,  by  Registered  U.S.  mail,  return
receipt  requested,  not less than  forty-five  (45) days  before  any  material
change,  reduction  in  coverage,   cancellation,   including  cancellation  for
nonpayment of premium,  or other termination thereof or change therein and shall
include a clause or  endorsement  denying the insurer any rights or  subrogation
against Landlord,  if such clause or endorsement is available without additional
cost to Tenant.

     SECTION  14.2  Landlord  shall  insure the  Building  against  damage  with
casualty and commercial  general  liability  insurance,  all in such amounts and
with such deductible as Landlord  reasonably deems appropriate.  Notwithstanding
any  contribution  by  Tenant to the cost of  insurance  premiums,  as  provided
hereinabove,  Landlord  shall not be required to carry  insurance of any kind on
Tenant's  Property,  and Tenant hereby agrees that Tenant shall have no right to
receive any proceeds from any insurance policies carried by Landlord.

     SECTION 14.3 Tenant shall not  knowingly  conduct or permit to be conducted
in the Premises any activity, or place any equipment in or about the Premises or
the Building, which will invalidate the insurance coverage in effect or increase
the  rate of  casualty  insurance  or other  insurance  on the  Premises  or the
Building,  and Tenant  shall comply with all  requirements  and  regulations  of
Landlord's  casualty and liability  insurer.  If any invalidation of coverage or
increase  in the rate of  casualty  insurance  or other  insurance  occurs or is
threatened by any insurance company due to any act or omission by Tenant, or its
agents,  employees,  representatives,  or contractors,  such statement or threat
shall be  conclusive  evidence that the increase in such rate is due to such act
of Tenant or the  contents  or  equipment  in or about the  Premises,  and, as a
result  thereof,  Tenant shall be liable for such increase and such amount shall
be considered  Additional Rent payable with the next monthly installment of Base
Rent due under this Lease.  In no event shall  Tenant  introduce or permit to be
kept on the  Premises  or brought  into the  Building  any  dangerous,  noxious,
radioactive or explosive substance.

     SECTION 14.4 Landlord and Tenant each hereby waive any right of subrogation
and right of  recovery  or cause of action for injury or loss to the extent that
such injury or loss is covered by fire, extended coverage, "All Risk" or similar
policies  covering real property or personal  property (or which would have been
covered if Tenant was  carrying  the  insurance  required by this  Lease).  Said
waivers shall be in addition to, and not in  limitation  or  derogation  or, any
other waiver or release contained in this Lease.  Written notice of the terms of
the above mutual  waivers shall be given to the  insurance  carriers of Landlord
and Tenant and the parties' insurance  policies shall be properly  endorsed,  if
necessary,  to  prevent  the  invalidation  of said  policies  by reason of such
waivers.


                                   ARTICLE 15
                          DAMAGE BY FIRE OR OTHER CAUSE

     SECTION 15.1 If the Building or any portion thereof is damaged or destroyed
by any casualty to the extent  that,  in  Landlord's  reasonable  judgment,  (a)
repair of such damage or destruction would not be economically  feasible, or (b)
the damage or  destruction  to the  Building  cannot be  repaired  within  three
hundred sixty (360) days after the date of such damage or destruction, or if the
proceeds from insurance remaining after any required payment to any mortgagee or
lessor of Landlord are  insufficient to repair such damage or destruction,  then
both Landlord and Tenant shall have the right to terminate  this Lease by giving
written notice of such termination to the other within sixty (60) days after the
date of such damage or destruction.

     SECTION 15.2 If the Premises or any portion thereof is damaged or destroyed
by any casualty  against  which Tenant is required to be insured  under  Section
14.1, and if, in Landlord's  reasonable opinion,  the Premises cannot be rebuilt
or made fit for Tenant's purposes within one hundred eighty days (180) after the
date of such damage or destruction, or if the proceeds from the insurance Tenant
is required to maintain pursuant to Article 14 hereof (or the amount of proceeds
which would have been  available  if Tenant was  carrying  such  insurance)  are
insufficient  to repair such  damage or  destruction,  then  either  Landlord or
Tenant shall have the right,  at the option of either party,  to terminate  this
Lease by giving  the other  written  notice,  within  sixty (60) days after such
damage or destruction.

     SECTION 15.3 In the event of partial  destruction or damage to the Building
or the Premises which is not subject to Section 15.1 or 15.2 or which is subject
to Section 15.1 or 15.2 but the applicable  party (or parties) does not elect to
terminate  the Lease,  but which  renders the Premises  partially but not wholly


                                       14
<PAGE>

untenantable,  this  Lease  shall not  terminate  and Rent,  including  Tenant's
Operating  Costs  Payment,  shall be  abated  in  proportion  to the area of the
Premises which, in Landlord's reasonable opinion,  cannot be used or occupied by
Tenant as a result of such  casualty.  Landlord  shall in such  event,  within a
reasonable time after the date of such  destruction or damage,  subject to force
majeure  (as defined in Section  25.6) or to Tenant  Delay and to the extent and
availability  of  insurance  proceeds,  restore the Premises to as near the same
condition as existed prior to such partial damage or destruction,  provided that
Tenant pays to Landlord Tenant's insurance proceeds as required in Section 15.5.
In no event  shall  Rent  abate or shall any  termination  occur if damage to or
destruction  of the Premises is the result of the  negligence  or willful act of
Tenant, or Tenant's agents, employees, representatives, contractors, successors,
assigns, licensees or invitees.

     SECTION  15.4 If the  Building  or the  Premises  or any  material  portion
thereof is destroyed by fire or other causes at any time during the last year of
the Term,  then either Landlord or Tenant shall have the right, at the option of
either  party,  to terminate  this Lease by giving  written  notice to the other
within sixty (60) days after the date of such destruction.

     SECTION 15.5 Landlord shall have no liability to Tenant for  inconvenience,
loss of  business,  or  annoyance  arising from any repair of any portion of the
Premises  or the  Building.  If  Landlord  is  required  by this Lease or by any
mortgagee or lessor of Landlord to repair or if Landlord  undertakes  to repair,
Tenant shall pay to Landlord that amount of Tenant's  insurance proceeds (or the
amount  which  would have been  received  by Tenant if Tenant was  carrying  the
insurance  required by this Lease) which  insures such damage as a  contribution
towards such  repair,  and Landlord  shall use  reasonable  efforts to have such
repairs made  promptly and in a manner  which will not  unnecessarily  interfere
with Tenant's occupancy.

     SECTION 15.6 In the event of termination of this Lease pursuant to Sections
15.1,  15.2, or 15.4, then all Rent shall be apportioned and paid to the date on
which  possession is  relinquished  or the date of such damage,  whichever  last
occurs,  and Tenant  shall  immediately  vacate the  Premises  according to such
notice of termination;  provided,  however,  that those provisions of this Lease
which are designated to cover matters of termination  and the period  thereafter
shall survive the termination hereof.


                                   ARTICLE 16
                                  CONDEMNATION

     SECTION  16.1 In the  event  the  whole or  substantially  the whole of the
Building or the  Premises  are taken or  condemned  by eminent  domain or by any
conveyance  in lieu thereof  (such  taking,  condemnation  or conveyance in lieu
thereof being hereinafter  referred to as "condemnation"),  the Term shall cease
and this  Lease  shall  terminate  on the  earlier  of the  date the  condemning
authority takes possession or the date title vests in the condemning authority.

     SECTION  16.2 In the event any  portion of the  Building  shall be taken by
condemnation  (whether or not such taking includes any portion of the Premises),
which  taking,  in  Landlord's  judgment,  is such that the  Building  cannot be
restored in an economically  feasible manner for use substantially as originally
designed, then Landlord shall have the right, at Landlord's option, to terminate
this Lease,  effective as of the date  specified by Landlord in a written notice
of termination from Landlord to Tenant.

     SECTION  16.3 In the event any portion of the Parking  Facilities  shall be
taken by  condemnation,  which  taking in  Landlord's  judgment is such that the
Parking Facilities cannot be restored in an economically feasible manner for use
substantially  as  originally  designed,  including  in such  consideration  the
possible use of additional  parking  facilities in the vicinity of the Building,
then Landlord  shall have the right,  at Landlord's  option,  to terminate  this
Lease,  effective as of the date  specified  by Landlord in a written  notice of
termination from Landlord to Tenant.

     SECTION 16.4 In the event that a portion,  but less than  substantially the
whole, of the Premises shall be taken by condemnation,  then this Lease shall be
terminated as of the date of such condemnation as to the portion of the Premises
so taken,  and unless  Landlord  exercises  its option to  terminate  this Lease
pursuant to Section 16.2, this Lease shall remain in full force and effect as to
the remainder of the Premises.

     SECTION  16.5 In the event of  termination  of this Lease  pursuant  to the
provisions of Section 16.1,  16.2, or 16.3,  the Rent shall be apportioned as of
such date of termination; provided, however, that those provisions of this Lease
which are designated to cover matters of termination  and the period  thereafter
shall survive the termination hereof.

     SECTION 16.6 All  compensation  awarded or paid upon a condemnation  of any
portion of the Project  shall belong to and be the property of Landlord  without
participation  by Tenant,  and Tenant  shall have no claim  against  Landlord or
against the condemning  authority for the value of its interest under this Lease
or for the value of the Lease over the unexpired  term.  Nothing herein shall be
construed,  however,  to preclude  Tenant from  prosecuting  any claim  directly
against the condemning authority for loss of business, loss of good will, moving
expenses, damage to, and cost of removal of, trade fixtures, furniture and other
personal property belonging to Tenant; provided, however, that Tenant shall make
no claim which shall diminish or adversely  affect any award claimed or received
by Landlord.



                                       15
<PAGE>

     SECTION 16.7 If any portion of the Project other than the Building is taken
by  condemnation  or if the temporary use or occupancy of all or any part of the
Premises shall be taken by condemnation during the Term, this Lease shall be and
remain unaffected by such condemnation, and Tenant shall continue to pay in full
the Rent payable hereunder. In the event of any such temporary taking for use or
occupancy  of all or any  part of the  Premises,  Tenant  shall be  entitled  to
appear,  claim,  prove and receive the portion of the award for such taking that
represents compensation for use or occupancy of the Premises during the Term and
Landlord  shall be entitled to appear,  claim,  prove and receive the portion of
the award that represents the cost of restoration of the Premises and the use or
occupancy of the Premises after the end of the Term hereof.  In the event of any
such  condemnation  of any  portion  of the  Project  other  than the  Building,
Landlord  shall be  entitled  to appear,  claim,  prove and  receive all of that
award.

                                   ARTICLE 17
                                 INDEMNIFICATION

     SECTION 17.1 Tenant hereby waives all claims against Landlord for damage to
any  property  or injury  to, or death of, any  person  in,  upon,  or about the
Project,  including the  Premises,  arising at any time and from any cause other
than by reason of the gross  negligence or willful  misconduct of Landlord,  its
agents,  employees,  representatives,  or contractors.  Tenant shall, and hereby
agrees to, indemnify and hold Landlord  harmless from any damage to any property
or injury to, or death of, any person  arising  from the use or occupancy of the
Common Areas and the Premises by Tenant, its agents, employees, representatives,
contractors,  successors, assigns, licensees, or invitees, unless such damage is
caused by the gross  negligence or willful  misconduct of Landlord,  its agents,
employees,  representatives,  or contractors. Without limiting the generality of
the foregoing,  Landlord shall not be liable for any injury or damage to persons
or  property  resulting  from the  condition  or design  of,  or any  defective,
Building or its mechanical systems or equipment which may exist or occur or from
any fire,  explosion,  falling plaster,  steam, gas,  electricity,  water, rain,
flood,  snow,  or  leaks  from  any  part of the  Premises  or from  the  pipes,
appliances, plumbing works, roof, or subsurface of any floor or ceiling, or from
the street or any other  place,  or by  dampness or by any other  similar  cause
unless  the same is caused by the gross  negligence  or  willful  misconduct  of
Landlord, its agents, employees,  representatives or contractors. Landlord shall
not be liable  for any such  damage  caused by other  tenants  or persons in the
Building or by  occupants of adjacent  property  thereto,  or by the public,  or
caused by  construction  (unless  caused  solely by the  negligence  or  willful
misconduct of Landlord) or by any private,  public or quasi-public work. Tenant,
for itself and its agents, employees, representatives,  contractors, successors,
assigns, invitees and licensees, expressly assumes all risks of injury or damage
to person or property, whether proximate or remote, resulting from the condition
of the Project or any part thereof.  Tenant's foregoing  indemnity shall include
attorneys'  fees,  investigation  costs,  and all  other  reasonable  costs  and
expenses  incurred by Landlord in any  connection  therewith.  The provisions of
this Article 17 shall survive the  expiration or  termination of this Lease with
respect to any damage,  injury,  or death  occurring  before such  expiration or
termination.  If  Landlord  is made a party to any  litigation  commenced  by or
against  Tenant or relating to this Lease or to the Premises,  and provided that
in any such  litigation  Landlord  is not  finally  adjudicated  to be solely at
fault, then Tenant shall pay all costs and expenses,  including  attorneys' fees
and court  costs,  incurred  by or  imposed  upon  Landlord  because of any such
litigation, and the amount of all such costs and expenses,  including attorneys'
fees and court costs,  shall be a demand obligation owing by Tenant to Landlord.
Notwithstanding anything in this Article 17 to the contrary,  Landlord shall not
be liable to Tenant  for any claims  resulting  from the  negligence  or willful
misconduct of Landlord, its agents, employees,  representatives,  or contractors
to the extent  such claims are  covered by the types of  insurance  Tenant is to
maintain pursuant to Section 14.1A.

     SECTION 17.2  Landlord  shall,  and hereby  agrees to,  indemnify  and hold
Tenant  harmless  from any damages in  connection  with loss of life,  bodily or
personal  injury or property  damage  arising from any  occurrence in the Common
Areas of the  Project  when not solely the result of the  negligence  or willful
misconduct of Tenant and to the extent not covered by Tenant's insurance.


                                   ARTICLE 18
                     SUBORDINATION AND ESTOPPEL CERTIFICATES

     SECTION 18.1 This Lease and all rights of Tenant  hereunder are subject and
subordinate to all underlying  leases now or hereafter in existence,  and to any
supplements, amendments, modifications, and extensions of such leases heretofore
or hereafter made and to any deeds to secure debt, mortgages,  or other security
instruments  which now or  hereafter  cover all or any portion of the Project or
any  interest of Landlord  therein,  and to any  advances  made on the  security
thereof,  and  to  any  increases,  renewals,   modifications,   consolidations,
replacements,  and  extensions  of any of  such  mortgages.  This  provision  is
declared by Landlord and Tenant to be self-operative  and no further  instrument
shall be required  to effect such  subordination  of this  Lease.  Upon  demand,
however, Tenant shall execute,  acknowledge, and deliver to Landlord any further
instruments and certificates  evidencing such subordination as Landlord, and any
mortgagee or lessor of Landlord shall reasonably require, and if Tenant fails to
so execute,  acknowledge and deliver such instruments within ten (10) days after
Landlord's  request,  Landlord is hereby empowered to do so in Tenant's name and
on Tenant's  behalf.  In the event Tenant fails to so execute,  acknowledge  and
deliver such instruments within ten (10) days after Landlord's  request,  Tenant
hereby irrevocably  appoints Landlord as Tenant's agent and attorney-in-fact for
the purpose of executing, acknowledging, and delivering any such instruments and
certificates.  Tenant  shall  not  unreasonably  withhold,  delay,  or defer its
written consent to reasonable  modifications in this Lease which are a condition
of any  construction,  interim or  permanent  financing  for the  Project or any

                                       16
<PAGE>

reciprocal  easement  agreement with facilities in the vicinity of the Building,
provided  that such  modifications  do not  increase the  obligations  of Tenant
hereunder or materially and adversely  affect  Tenant's use and enjoyment of the
Premises.  This Lease is further  subject and subordinate to: (a) all applicable
ordinances of any government  authority  having  jurisdiction  over the Project,
relating to easements,  franchises,  and other interests or rights upon, across,
or appurtenant  to the Project;  and (b) all utility  easements and  agreements,
which now or hereafter benefit or burden the Project.

     SECTION 18.2  Notwithstanding the generality of the foregoing provisions of
Section 18.1,  any  mortgagee or lessor of Landlord  shall have the right at any
time to subordinate  any such mortgage or underlying  lease to this Lease, or to
any of the provisions  hereof,  on such terms and subject to such  conditions as
such mortgagee or lessor of Landlord may consider appropriate in its discretion.
At any  time,  before  or  after  the  institution  of any  proceedings  for the
foreclosure  of any such  mortgage,  or the sale of the Building  under any such
mortgage, or the termination of any underlying lease, Tenant shall, upon request
of such  mortgagee or any person or entities  succeeding to the interest of such
mortgagee  or the  purchaser at any  foreclosure  sale  ("Successor  Landlord"),
automatically  become the Tenant (or if the Premises has been validly subleased,
the subtenant) of the Successor  Landlord,  without change in the terms or other
provisions  of this  Lease (or,  in the case of a  permitted  sublease,  without
change  in this  Lease or in the  instrument  setting  forth  the  terms of such
sublease); provided, however, that the Successor Landlord shall not be (i) bound
by any payment made by Tenant of Rent or  Additional  Rent for more than one (1)
month in advance, except for a Security Deposit previously paid to Landlord (and
then only if such  Security  Deposit  has been  deposited  with and is under the
control of the Successor Landlord), (ii) bound by any termination, modification,
amendment  or  surrender  of the Lease done  without  the  Successor  Landlord's
consent,  (iii)  liable  for any  damages or subject to any offset or defense by
Tenant to the  payment  of Rent by reason  of any act or  omission  of any prior
landlord (including Landlord),  or (iv) personally or corporately liable, in any
event, beyond the limitations on landlord liability set forth in Section 25.5 of
this Lease.  This  agreement of Tenant to attorn to a Successor  Landlord  shall
survive any such foreclosure sale,  trustee's sale conveyance in lieu thereof or
termination  of any  underlying  lease.  Tenant  shall upon  demand at any time,
before or after any such foreclosure or termination  execute,  acknowledge,  and
deliver to the  Successor  Landlord  any written  instruments  and  certificates
evidencing  such attornment as such Successor  Landlord may reasonably  require;
provided,  however,  that Landlord shall use its  reasonable  efforts to require
that such agreement  provide that upon such  attornment as long as Tenant is not
in default hereunder, Tenant's possession of the Premises under this Lease shall
not be disturbed.

     SECTION 18.3 Tenant  shall,  from time to time,  within ten (10) days after
request from  Landlord,  or from any  mortgagee or lessor of Landlord,  execute,
acknowledge  and deliver in  recordable  form a certificate  certifying,  to the
extent true,  that this Lease is in full force and effect and unmodified (or, if
there  have been  modifications,  that the same is in full  force and  effect as
modified and stating the  modifications);  that the Term has  commenced  and the
full amount of the Rent then accruing hereunder; the dates to which the Rent has
been paid;  that Tenant has  accepted  possession  of the  Premises and that any
improvements  required  by the terms of this Lease to be made by  Landlord  have
been completed to the  satisfaction of Tenant;  the amount,  if any, that Tenant
has paid to  Landlord as a Security  Deposit;  that no Rent under this Lease has
been paid more  than  thirty  (30)  days in  advance  of its due date;  that the
address  for  notices to be sent to Tenant is as set forth in this Lease (or has
been changed by notice duly given and is as set forth in the certificate);  that
Tenant,  as of the date of such  certificate,  has no charge,  lien, or claim of
offset  under this Lease or otherwise  against  Rent or other  charges due or to
become due hereunder;  that, to the knowledge of Tenant, Landlord is not then in
default under this Lease; and such other matters as may be reasonably  requested
by Landlord or any mortgagee or lessor of Landlord.  Any such certificate may be
relied upon by Landlord,  any Successor Landlord,  or any mortgagee or lessor of
Landlord.  Landlord agrees periodically to furnish, when reasonably requested in
writing  by  Tenant,  certificates  signed by  Landlord  containing  information
similar to the foregoing information.

     SECTION  18.4 No act or failure to act on the part of Landlord  which would
entitle  Tenant  under the terms of this  Lease,  or by law,  to be  relieved of
Tenant's  obligations  hereunder or to terminate  this Lease,  shall result in a
release of such obligations or a termination of this Lease unless (a) Tenant has
given  notice by  registered  or  certified  mail to any  mortgagee or lessor of
Landlord  whose  address  shall have been  furnished  to Tenant,  and (b) Tenant
offers such mortgagee or lessor of Landlord a reasonable opportunity to cure the
default, including time to obtain possession of the Premises by power of sale or
judicial foreclosure, if such should prove necessary to effect a cure.


                                   ARTICLE 19
                            SURRENDER OF THE PREMISES

     SECTION 19.1 Upon the Expiration Date or earlier termination of this Lease,
or upon any re-entry of the Premises by Landlord without  terminating this Lease
pursuant to Section 13.2(b),  Tenant,  at Tenant's sole cost and expense,  shall
peacefully  vacate and surrender  the Premises to Landlord in good order,  broom
clean  and in the  same  condition  as at the  beginning  of the  Term or as the
Premises may thereafter have been improved by Landlord or Tenant  (provided that
Tenant's  improvements  were made with Landlord's  consent),  reasonable use and
wear thereof and repairs which are Landlord's  obligations  under Articles 9, 15
and  16  only  excepted,  and  Tenant  shall  remove  all of  Tenant's  Property
(including,  without  limitation,  all cabling and wiring for computer  systems,
telephones and the like whether located above the finished ceiling or underneath
the floor),  repair any damage  resulting  from such removal,  and turn over all
keys for the Premises to Landlord.  Should Tenant  continue to hold the Premises
after the expiration or earlier  termination  of this Lease,  such holding over,
unless  otherwise  agreed to by  Landlord in writing,  shall  constitute  and be


                                       17
<PAGE>

construed as a tenancy at  sufferance at monthly  installments  of Rent equal to
the greater of one hundred fifty percent  (150%) of the monthly  portion of Rent
in effect as of the date of  expiration  or earlier  termination  or one hundred
fifty  percent  (150%) of the fair  market  rental  value of the  Premises,  and
subject to all of the other terms,  charges and expenses set forth herein except
any  right to renew  this  Lease  or to  expand  the  Premises  or any  right to
additional  services.  The foregoing  sentence shall in no event be construed to
permit such holding over without Landlord's consent. Tenant shall also be liable
to Landlord for all damages  (including  consequential  damages)  which Landlord
suffers  because of any  holding  over by Tenant,  and  Tenant  shall  indemnify
Landlord  against  all claims  made by any other  tenant or  prospective  tenant
against  Landlord  resulting from delay by Landlord in delivering  possession of
the Premises to such other tenant or prospective  tenant. The provisions of this
Article 19 shall survive the expiration or earlier termination of this Lease.

                                   ARTICLE 20
                           LANDLORD'S RIGHT TO INSPECT

     SECTION  20.1  Landlord  shall  retain  duplicate  keys to all doors of the
Premises.  Tenant shall provide  Landlord  with new keys should  Tenant  receive
Landlord's  consent to change the locks.  Landlord shall have the right to enter
the Premises at reasonable hours (or, in the event of an emergency, at any hour)
(a) to  exhibit  the same to  present  or  prospective  mortgagees,  lessors  or
purchasers  during the Term and to  prospective  tenants during the last year of
the Term,  (b) to inspect the Premises,  (c) to confirm that Tenant is complying
with all of Tenant's covenants and obligations under this Lease, (d) to clean or
make  repairs  required of Landlord  under the terms of this Lease,  (e) to make
repairs to areas  adjoining the Premises,  and (f) to repair and service utility
lines or other components of the Building; provided, however, Landlord shall use
reasonable  efforts to minimize  interference with Tenant's  business.  Landlord
shall not be liable to Tenant for the exercise of  Landlord's  rights under this
Article 20 and Tenant  hereby  waives any  claims for  damages  for any  injury,
inconvenience or interference with Tenant's  business,  any loss of occupancy or
quiet enjoyment of the Premises, and any other loss occasioned thereby.

                                   ARTICLE 21
                                SECURITY DEPOSIT

     SECTION 21.1 Tenant's  Security Deposit shall be held by Landlord,  without
liability for interest except to the extent required by law, as security for the
performance  of  Tenant's  obligations  under this  Lease.  Unless  required  by
applicable  law,  Landlord  shall not be required to keep the  Security  Deposit
segregated from other funds of Landlord. Tenant shall not assign or in a any way
encumber the Security  Deposit.  Upon the  occurrence of any Event of Default by
Tenant, Landlord shall have the right, without prejudice to any other remedy, to
use the Security Deposit,  or portions  thereof,  to the extent necessary to pay
any arrearages in Rent, and any other damage,  injury or expense.  Following any
such application of all or any portion of the Security Deposit, Tenant shall pay
to Landlord,  on demand,  the amount so applied in order to restore the Security
Deposit to its original  amount.  If Tenant is not in default at the termination
of this Lease,  any remaining  balance of the Security Deposit shall be returned
to Tenant,  provided that Tenant surrenders the Premises without damage pursuant
to Article 19 hereof. If Landlord  transfers its interest in the Premises during
the Term,  Landlord  shall assign the Security  Deposit to the  transferee,  and
thereafter  Landlord shall have no further  liability to Tenant for the Security
Deposit. In the event of a permitted  assignment under this Lease by Tenant, the
Security  Deposit  shall be held by Landlord as a deposit made by the  permitted
assignee and Landlord shall have no further liability with respect to the return
of the Security Deposit to the original Tenant.

                                   ARTICLE 22
                                    BROKERAGE

     SECTION 22.1 Tenant and Landlord  each  represent  and warrant to the other
that it has not entered into any  agreement  with, or otherwise had any dealings
with,  any broker or agent in connection  with the  negotiation  or execution of
this Lease  which  could form the basis of any claim by any such broker or agent
for a brokerage fee or commission,  finder's fee, or any other  compensation  of
any  kind or  nature  in  connection  herewith,  other  than  with  the  Brokers
identified  in Section  1.1(R),  and each  party  shall,  and hereby  agrees to,
indemnify  and hold the other  harmless from all costs  (including  court costs,
investigation   costs,  and  attorneys'  fees),   expenses,   or  liability  for
commissions or other compensation claimed by any broker or agent with respect to
this Lease which arise out of any agreement or dealings, or alleged agreement or
dealings,  between the  indemnifying  party and any such agent or broker,  other
than with the Brokers identified in Section 1.1(R). This provision shall survive
the expiration or earlier termination of this Lease.

                                   ARTICLE 23
                       OBSERVANCE OF RULES AND REGULATIONS

     SECTION 23.1 Tenant and Tenant's servants employees,  agents, visitors, and
licensees  shall  observe  faithfully  and  comply  strictly  with all Rules and


                                       18
<PAGE>

Regulations  (herein  so  called)  attached  to this  Lease  as such  Rules  and
Regulations  may be changed from time to time.  Landlord shall at all times have
the  right  to make  reasonable  changes  in and  additions  to such  Rules  and
Regulations;  provided  Landlord  gives  Tenant prior notice of such changes and
provided that such new rules and  regulations  or changes in existing  rules and
regulations  do not conflict with this Lease,  and do not  materially  interfere
with the lawful  conduct of Tenant's  business in the  Premises.  Any failure by
Landlord to enforce any of the Rules and Regulations now or hereafter in effect,
either against Tenant or any other tenant in the Building,  shall not constitute
a waiver of any such  Rules  and  Regulations.  Landlord  shall not be liable to
Tenant for the failure or refusal by any other tenant, guest, invitee,  visitor,
or occupant of the Building to comply with any of the Rules and Regulations.


                                   ARTICLE 24
                                     NOTICES

     SECTION 24.1 All notices, consents, demands, requests,  documents, or other
communications  (other than  payment of Rent)  required or  permitted  hereunder
(collectively,  "notices") shall be deemed given,  whether actually  received or
not, when  dispatched for hand delivery or delivery by next-day  express courier
(with signed  receipts) to the other party,  or on the second Business Day after
deposit in the United States mail,  postage prepaid,  certified,  return receipt
requested,  except for notice of change of address  which shall be deemed  given
only upon actual receipt. The addresses of the parties for notices are set forth
in Article 1, or any such other addresses  subsequently  specified by each party
in notices given  pursuant to this Section 24.1.  Tenant hereby  designates  and
appoints  as its agent to  receive  notice  of all  dispossessory  or  distraint
proceedings  the  person in charge of the  Premises  at the time said  notice is
given or occupying  the Premises at said time;  and if no person is in charge or
occupying the Premises, then such service or notice may be made by attaching the
same, in lieu of mailing, on the main entrance to the Premises.


                                   ARTICLE 25
                                  MISCELLANEOUS

     SECTION 25.1  PROFESSIONAL  FEES.  In any action or  proceeding  brought by
either party against the other under this Lease,  the prevailing  party shall be
entitled to recover from the other party its  professional  fees for  attorneys,
appraisers  and  accountants,  its  investigation  costs,  and any  other  legal
expenses  and court  costs  incurred by the  prevailing  party in such action or
proceeding.

     SECTION  25.2  REIMBURSEMENTS.   Wherever  the  Lease  requires  Tenant  to
reimburse  Landlord for the cost of any item,  such costs will be the reasonable
and  customary  charge  periodically  established  by  Landlord  for such  item.
Landlord shall keep in its on-site  manager's  office a schedule of such charges
(which Landlord may periodically change) for Tenant's examination.  The schedule
of charges may include, at the discretion of Landlord,  a reasonable  allocation
of  overhead,  administrative,  and  related  costs  and a  reasonable  fee  for
Landlord's  agent  or  manager  who  performs  such  services  or  arranges  for
performance of such  services.  All such charges shall be payable upon demand as
Additional Rent.

     SECTION 25.3 SEVERABILITY.  Every agreement contained in this Lease is, and
shall be construed as, a separate and independent agreement. If any term of this
Lease or the application thereof to any person or circumstances shall be invalid
or unenforceable,  the remaining agreements contained in this Lease shall not be
affected.

     SECTION  25.4  NON-MERGER.  There shall be no merger of this Lease with any
ground  leasehold  interest or the fee estate in the Project or any part thereof
by reason of the fact that the same  person  may  acquire or hold,  directly  or
indirectly,  this  Lease or any  interest  in this  Lease as well as any  ground
leasehold  interest  or fee estate in the  Project or any  interest  in such fee
estate.

     SECTION 25.5 LANDLORD'S LIABILITY.  Anything contained in this Lease to the
contrary  notwithstanding,  Tenant  agrees that Tenant  shall look solely to the
estate and  property  of  Landlord  in the  Project  for the  collection  of any
judgment or other  judicial  process  requiring the payment of money by Landlord
for any default or breach by Landlord under this Lease, subject, however, to the
prior  rights of any  mortgagee  or lessor of the  Project.  No other  assets of
Landlord or any partners, shareholders, or other principals of Landlord shall be
subject to levy,  execution or other judicial  process for the  satisfaction  of
Tenant's claim.

     SECTION  25.6  FORCE  MAJEURE.  Whenever  the  period  of  time  is  herein
prescribed  for action to be taken by  Landlord  or Tenant,  Landlord  or Tenant
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 force majeure,  which
term shall include strikes, riots, acts of God, shortages of labor or materials,
war, governmental approvals,  laws, regulations,  or restrictions,  or any other
cause of any kind whatsoever which is beyond the reasonable  control of Landlord
or Tenant.  Force Majeure shall not excuse or delay  Tenant's  obligation to pay
Rent or any other amount due under this Lease.

     SECTION 25.7 HEADINGS. The article headings contained in this Lease are for
convenience  only and shall not  enlarge  or limit the scope or  meaning  of the
various and several articles hereof.  Words in the singular number shall be held
to include the plural, unless the context otherwise requires. All agreements and
covenants herein contained shall be binding upon the respective heirs,  personal
representatives, and successors and assigns of the parties thereto.



                                       19
<PAGE>

     SECTION 25.8  SUCCESSORS AND ASSIGNS.  All agreements and covenants  herein
contained shall be binding upon the respective heirs, personal  representatives,
successors and assigns of the parties hereto.  If there be more than one Tenant,
the  obligations  hereunder  imposed upon Tenant shall be joint and several.  If
there is a guarantor of Tenant's  obligations  hereunder,  Tenant's  obligations
shall be joint  and  several  obligations  of  Tenant  and such  guarantor,  and
Landlord need not first  proceed  against  Tenant  hereunder  before  proceeding
against such  guarantor,  and any such guarantor  shall not be released from its
guarantee for any reason, including any amendment of this Lease, any forbearance
by Landlord or waiver of any of Landlord's rights, the failure to give Tenant or
such  guarantor any notices,  or the release of any party liable for the payment
or performance of Tenant's obligations hereunder. Notwithstanding the foregoing,
nothing contained in this Section 25.8 shall be deemed to override Article 8.

     SECTION 25.9 LANDLORD'S  REPRESENTATIONS.  Neither  Landlord nor Landlord's
agents or brokers have made any  representations or promises with respect to the
Premises, the Building, the Parking Facilities,  the Land, or any other portions
of the  Project  except as herein  expressly  set  forth and all  reliance  with
respect to any  representations  or promises is based solely on those  contained
herein.  No rights,  easements,  or licenses  are  acquired by Tenant under this
Lease by implication or otherwise except as, and unless,  expressly set forth in
this Lease.

     SECTION 25.10 ENTIRE AGREEMENT; AMENDMENTS. This Lease and the Exhibits and
Riders  attached hereto set forth the entire  agreement  between the parties and
cancel  all  prior  negotiations,   arrangements,   brochures,  agreements,  and
understandings, if any, between Landlord and Tenant regarding the subject matter
of this Lease.  No amendment or  modification  of this Lease shall be binding or
valid unless expressed in writing executed by both parties hereto.

     SECTION 25.11 TENANT'S AUTHORITY. If Tenant signs as a corporation, limited
partnership or limited  liability  company,  execution hereof shall constitute a
representation  and  warranty  by Tenant  that  Tenant is a duly  organized  and
existing  corporation,  limited  partnership or limited liability company,  that
Tenant has been and is  qualified  to do business in the State of Georgia and in
good  standing  with  the  State  of  Georgia,  that  the  corporation,  limited
partnership or limited liability company,  has full right and authority to enter
into this  Lease,  and that all  persons  signing on behalf of the  corporation,
limited  partnership or limited liability  company,  were authorized to do so by
appropriate  corporate action. If Tenant signs as a general partnership,  trust,
or other legal entity,  execution hereof shall  constitute a representation  and
warranty by Tenant that Tenant has complied with all applicable laws, rules, and
governmental  regulations relative to Tenant's right to do business in the State
of Georgia, that such entity has the full right and authority to enter into this
Lease, and that all persons signing on behalf of Tenant were authorized to do so
by any and all necessary or appropriate  general  partnership,  trust,  or other
actions.  Upon the  request  of  Landlord,  Tenant  shall  deliver  to  Landlord
documentation  satisfactory to Landlord evidencing Tenant's compliance with this
Article,  and Tenant agrees to promptly  execute all  necessary  and  reasonable
applications  or documents  as  reasonably  requested  by Landlord  which may be
required  by the  jurisdiction  in which the  Project  is  located to permit the
issuance of necessary permits and certificates for Tenant's use and occupancy of
the Premises.

     SECTION 25.12  GOVERNING LAW. This Lease shall be governed by and construed
under the laws of the  State of  Georgia.  Any  action  brought  to  enforce  or
interpret this Lease shall be brought in the court of  appropriate  jurisdiction
in the county where the Building is located.  Should any provision of this Lease
require judicial interpretation,  Landlord and Tenant hereby agree and stipulate
that the court  interpreting or considering same shall not apply the presumption
that the terms hereof shall be more strictly construed against a party by reason
of any rule or  conclusion  that a document  should be construed  more  strictly
against the party who itself or through its agents  prepared the same,  it being
agreed that all parties  hereto have  participated  in the  preparation  of this
Lease and that each party had full  opportunity  to consult legal counsel of its
choice before the execution of this Lease.

     SECTION  25.13  TENANT'S  USE OF NAME OF THE  BUILDING.  Tenant  shall not,
without the prior written consent of Landlord,  use the name of the Building for
any purpose  other than as the address of the business to be conducted by Tenant
in the  Premises,  and Tenant  shall not do or permit the doing of  anything  in
connection  with Tenant's  business or advertising  (including  brokers'  flyers
promoting  sublease  space)  which in the  reasonable  judgment of Landlord  may
reflect unfavorably on Landlord or the Building or confuse or mislead the public
as to any apparent connection or relationship  between Tenant and Landlord,  the
Building, or the Land.

     SECTION  25.14 NO  EASEMENT  FOR LIGHT,  AIR OR VIEW.  Any  elimination  or
shutting  off of light,  air, or view by any  structure  which may be erected on
lands  adjacent to the  Building  shall in no way affect this Lease and Landlord
shall have no liability to Tenant with respect thereto.

     SECTION  25.15  CHANGES  TO PROJECT BY  LANDLORD.  Landlord  shall have the
unrestricted  right to make changes to all portions of the Project in Landlord's
reasonable  discretion  for the purpose of  improving  access or security to the
Project or the flow of pedestrian and vehicular traffic therein.  Landlord shall
have  the  right at any  time,  without  the  same  constituting  an  actual  or
constructive eviction and without incurring any liability to Tenant therefor, to
change the  arrangement  or  location of  entrances  or  passageways,  doors and
doorways, corridors,  elevators, stairs, bathrooms, or any other Common Areas so
long as reasonable access to the Premises remains available. Landlord shall also


                                       20
<PAGE>

have the right to (a)  rearrange,  change,  expand or  contract  portions of the
Project constituting Common Areas and to add new improvements thereon (b) to use
Common Areas while engaged in making improvements, repairs or alterations to the
Project,  or any portion thereof,  and (c) to do and perform such other acts and
make such other  changes in to or with  respect to the  Project,  or any portion
thereof, as Landlord may, in the exercise of sound business judgment, deem to be
appropriate.  Landlord  shall be  entitled  to change the name or address of the
Building or the Project.  Landlord  shall have the right to close,  from time to
time,  the Common  Areas and other  portions of the  Project for such  temporary
periods as Landlord deems legally  sufficient to evidence  Landlord's  ownership
and control  thereof and to prevent any claim of adverse  possession  by, or any
implied or actual dedication to, the public or any party other than Landlord.

     SECTION  25.16  TIME OF  ESSENCE.  Time is of the  essence  of this  Lease.

     SECTION 25.17 LANDLORD'S  ACCEPTANCE OF LEASE. The submission of this Lease
to Tenant  shall not be  construed  as an offer  and  Tenant  shall not have any
rights with respect thereto unless said Lease is consented to by mortgagee,  and
any lessor of Landlord,  to the extent such  consent is  required,  and Landlord
executes a copy of this Lease and delivers the same to Tenant.

     SECTION 25.18  PERFORMANCE  BY TENANT.  All covenants and  agreements to be
performed  by Tenant  under any of the terms of this Lease shall be performed by
Tenant, at Tenant's sole cost and expense, and without any abatement of Rent. If
Tenant shall fail to pay any Rent, other than Base Rent,  required to be paid by
it  hereunder or shall fail to perform any other act on its part to be performed
hereunder,  and such failure shall  continue for longer than the period of cure,
if any, permitted in Section 13.1, Landlord may, at its option,  without waiving
or releasing Tenant from obligations of Tenant, make any such payment or perform
any such other act on behalf of  Tenant.  All sums so paid by  Landlord  and all
necessary incidental costs, together with interest thereon at the Interest Rate,
from the date of such  payment by  Landlord,  shall be payable  to  Landlord  on
demand.  Tenant  covenants  to pay any such sums,  and  Landlord  shall have (in
addition to any other right or remedy of Landlord)  the same rights and remedies
in the event of the non- payment  thereof by Tenant as in the case of default by
Tenant in the payment of Rent.

     SECTION  25.19  FINANCIAL  STATEMENTS.  At any time during the term of this
Lease,  Tenant  shall,  upon ten (10) days prior written  notice from  Landlord,
provide Landlord with a current financial statement and financial  statements of
the two (2) years prior to the current financial  statement year. Such statement
shall be prepared in accordance with generally  accepted  accounting  principles
and,  if  such  is the  normal  practice  of  Tenant,  shall  be  audited  by an
independent certified public accountant.

     SECTION 25.20 LICENSEE  DISCLOSURE.  Landlord  advises Tenant that Prentiss
Properties  Limited,  Inc.  ("PPL") is the agent of Landlord in connection  with
this Lease and that Landlord is paying PPL a commission in connection  with this
Lease. PPL has not represented  Tenant in this  transaction.  To the extent that
another broker is listed in Section 1.1R above,  said broker has represented the
tenant in this transaction and has not represented Landlord in this transaction,
but Landlord is paying such other broker a commission  in  connection  with this
Lease.

     SECTION 25.21  CONFIDENTIALITY.  Tenant hereby acknowledges and agrees with
Landlord  that the amount of Rent due and payable under this Lease and all other
terms of this Lease  negotiated  between Landlord and Tenant shall be and remain
confidential  to the parties to this  Lease,  and Tenant,  in  consideration  of
Landlord's  entering  into this Lease,  hereby  agrees with Landlord that Tenant
shall not  disclose in any manner to any third party  (except as may be required
by law) the amount of the Rent due and payable by Tenant under this Lease or any
of the other terms of this Lease.

     SECTION 25.22 HOMESTEAD.  Tenant waives all homestead rights and exemptions
which it may have  under any law as  against  any  obligation  owing  under this
Lease,  and assigns to  Landlord  its  homestead  and  exemptions  to the extent
necessary to secure  payment and  performance  of its covenants  and  agreements
hereunder.

     SECTION 25.23  LANDLORD'S  LIEN.  Landlord  shall at all times have a valid
first lien upon all of the personal  property of Tenant situated in the Premises
to secure  payment of rent and other sums and charges due hereunder  from Tenant
to Landlord and to secure the  performance  by Tenant of each of the  covenants,
warranties,  agreements and conditions hereof.  Said personal property shall not
be removed from the Premises without the consent of Landlord until all arrearage
in Rent and  other  charges,  as well as any and all  other  sums of  money  due
hereunder shall first have been paid and discharged and until this Lease and all
of  the  covenants,  conditions,  agreements  and  provisions  have  been  fully
performed  by Tenant.  Tenant  shall  from time to time  execute  any  financing
statements  and other  instruments  necessary to perfect the  security  interest
granted herein. The lien herein granted may be foreclosed in the manner and form
provided  by  law  for  the  foreclosure  of  security  instruments  or  chattel
mortgages, or in any other manner provided by law. This Lease is intended as and
constitutes a security  agreement  within the meaning of the Uniform  Commercial
Code of the State of Georgia.

     SECTION 25.24 WAIVER OF BREACH.  No waiver of any breach of the  covenants,
warranties,  agreements, provisions, or conditions contained in this Lease shall
be construed as a waiver of said  covenant,  warranty,  provision,  agreement or
condition or of any subsequent breach thereof, and if any breach shall occur and
after which be  compromised,  settled or adjusted,  this Lease shall continue in
full force and effect as if no breach had occurred.

     SECTION  25.25 NO ESTATE.  This Lease  shall  create  the  relationship  of
landlord  and tenant only  between  Landlord and Tenant and no estate shall pass
out of Landlord.  Tenant  shall have only an  usufruct,  not subject to levy and
sale and not assignable in whole or in part by Tenant except as herein provided.

     SECTION 25.26 WAIVER OF JURY TRIAL.  TENANT HEREBY  WAIVES,  TO THE FULLEST
EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR


                                       21
<PAGE>

COUNTERCLAIM  FILED BY EITHER  PARTY,  WHETHER IN CONTRACT,  TORT OR  OTHERWISE,
RELATING  DIRECTLY OR  INDIRECTLY  TO THIS LEASE AND  TENANT'S  OCCUPANCY OF THE
PREMISES, OR ANY ACTS OR OMISSIONS OF LANDLORD IN CONNECTION THEREWITH.


                                   ARTICLE 26
                               SUBSTITUTION SPACE

     SECTION 26.1 Landlord  shall have the right at any time prior to the end of
the Term of this  lease,  or any renewal or  extension  hereof,  to  substitute,
instead of the  Premises,  other space within the Building,  or other  buildings
within the Office Park (which space shall have a Net  Rentable  Area of not less
than the Net Rentable Area in the Premises as of the date of such  substitution)
hereinafter  called the  "Substitution  Space".  If Landlord desires to exercise
this  right  but,  in  Landlord's   reasonable  opinion  there  is  no  suitable
Substitution  Space  then  available  in the  Office  Park,  and in the event of
Landlord's  redevelopment  of the  Building,  Landlord  shall  have the right to
terminate this Lease by written notice to Tenant on a date specified by Landlord
which date shall not be sooner than one hundred eighty (180) days after the date
of Landlord's notice to Tenant.

     SECTION 26.2  DELETED

     SECTION  26.3  If  Landlord  desires  to  exercise  such  right  after  the
Commencement  Date,  Landlord  shall give Tenant at least sixty (60) days' prior
written  notice  thereof  specifying  the effective  date of such  substitution,
whereupon,  as of such effective  date: (a) the  description of the Premises set
forth in this  lease  shall,  without  further  act on the part of  Landlord  or
Tenant,  be  deemed  amended  so that  the  Substitution  Space  shall,  for all
purposes,  be deemed the Premises  hereunder,  and all of the terms,  covenants,
conditions, provisions, and agreements of this Lease, including those agreements
to pay Rent,  shall  continue  in full force and  effect and shall  apply to the
Substitution Space, and (b) Tenant shall move from the present Premises into the
Substitution Space and shall vacate and surrender  possession to Landlord of the
present  Premises,  and if Tenant continues to occupy the present Premises after
such  effective  date,  then  thereafter,  during the period of such  occupancy,
Tenant  shall pay Rent for the present  Premises as set forth in this Lease,  in
addition to the Rent for the  Substitution  Space at the above- described rates.
Tenant  shall  accept  possession  of the  Substitution  Space  in  its  "as-is"
condition as of such effective date.

     SECTION 26.4  Notwithstanding  the  provisions  of Section  26.3 above,  if
Landlord  exercises  its  right to  substitute  the  Substitution  Space for the
Premises  after the  Commencement  Date,  then  Tenant  shall have the option to
require  Landlord  to alter  the  Substitution  Space in the same  manner as the
present Premises were finished out or altered pursuant to the Lease. Such option
shall be exercised,  if at all, by notice from Tenant to Landlord within fifteen
(15) days after the  aforesaid  notice from  Landlord to Tenant of such proposed
substitution;  otherwise, such option in favor of Tenant shall be null and void.
Tenant shall not have the right to exercise  such option at any time when Tenant
is in default  under any of the terms,  covenants,  conditions,  provisions,  or
agreements of this Lease. If such option is validly so exercised by Tenant:  (a)
Tenant  shall  continue to occupy the present  Premises  (upon all of the terms,
covenants,  conditions,  provisions, and agreements of this Lease, including the
covenant  for the payment of Rent) until the date on which  Landlord  shall have
substantially  completed such alteration work in the Substitution Space; and (b)
Tenant  shall  move  from  the  present  Premises  into the  Substitution  Space
immediately upon the date of such  substantial  completion by Landlord and shall
vacate and surrender  possession to Landlord of the present  Premises after such
date,  then,  thereafter  during the period of such occupancy,  Tenant shall pay
Rent for the present Premises as set forth in this lease in addition to the Rent
for the Substitution  Space at the  above-described  rates. With respect to such
alteration  work in the  Substitution  Space,  if Tenant  requests  materials or
installations  other than those originally  installed by Landlord,  or if Tenant
shall make changes in the work (such non- original materials or installations or
changes  being  subject  to  Landlord's  prior  written  approval),  and if such
non-original  materials or  installations  or changes shall delay the work to be
performed  by  Landlord,  or if Tenant  shall  otherwise  delay the  substantial
completion of the work, the occurrence of such delays shall in no event postpone
the date for the commencement of the payment of Rent for such Substitution Space
beyond the date on which such work would have been  substantially  completed but
for such  delays,  and in addition,  Tenant  shall  continue to pay Rent for the
present Premises as set forth in this Lease until it vacates and surrenders same
as  aforesaid.  Landlord at its  discretion  may  substitute  materials  of like
quality for the materials originally utilized.

     SECTION  26.5  If  Landlord  exercises  this  relocation  right  after  the
Commencement  Date,  Landlord  shall  reimburse  Tenant for Tenant's  reasonable
out-of-pocket  expenses for moving Tenant's furniture,  equipment,  supplies and
telephones and telephone equipment from the present Premises to the Substitution
Space and for reprinting Tenant's stationery of the same quality and quantity of
Tenant's  stationery  supply on hand immediately  prior to Landlord's  notice to
Tenant  of the  exercise  of  this  substitution  right.  Tenant  shall  also be
reimbursed  by  Landlord  for  the  Tenant's   unamortized   cost  of  Leasehold
Improvements, if any, installed in the original Premises at Tenant's expense.

     SECTION 26.6  Notwithstanding the foregoing  provisions of this Article 26,
in the  event of  redevelopment  of the  Building,  instead  of  relocating  the
Premises to Substitution  Space,  Landlord may terminate this Lease upon no less
than one hundred  eight (180) days written  notice to Tenant.  On the  effective
date of such  termination,  the  obligations  of Landlord  and Tenant  under the
Lease,  including Tenant's  obligation to pay Rent, shall terminate,  except for
those matters which expressly  survive the expiration or earlier  termination of
the Lease.



                                       22
<PAGE>

                                   ARTICLE 27
                                OTHER DEFINITIONS

     When used in this  Lease,  the terms set forth  hereinbelow  shall have the
following meanings: (a) "Business Days" shall mean Monday through Friday (except
for  Holidays);  "Business  Hours"  shall mean 8:00 a.m.  to 6:00 p.m. on Monday
through  Friday and 8:00 a.m. to 1:00 p.m. on Saturdays  (except for  Holidays);
and "Holidays" shall mean those holidays designated by Landlord,  which holidays
shall be consistent with those holidays  designated by landlords of other office
buildings in the Atlanta,  Georgia  suburban area. (b) "Common Areas" shall mean
those  certain areas and  facilities of the Building and the Parking  Facilities
and those certain  improvements to the Land which are from time to time provided
by Landlord for the use of tenants of the Building and their employees, clients,
customers, licensees and invitees or for use by the public, which facilities and
improvements  include any and all  corridors,  elevator  foyers,  vending areas,
bathrooms,  electrical and telephone rooms,  mechanical rooms,  janitorial areas
and other similar  facilities of the Building and of the Parking  Facilities and
any and all grounds,  parks, landscaped areas, outside sitting areas, sidewalks,
walkways,  tunnels,  pedestrianways,  driveways,  skybridges,  and generally all
other  improvements  located  on the Land,  or which  connect  the Land to other
buildings.  (c) The words "day" or "days" shall refer to calendar  days,  except
where "Business Days" are specified. (d) The words "herein", "hereof", "hereby",
"hereunder"  and words of similar  import  shall be  construed  to refer to this
Lease as a whole and not to any  particular  Article or Section  thereof  unless
expressly so stated.  (e) The words "include" and "including" shall be construed
as if followed by the phrase "without being limited to." (f) "Net Rentable Area"
shall mean (1) in the case of a single  tenancy  floor,  all floor area measured
from the inside  surface of the outer glass of the Building,  excluding only the
areas ("Service Areas") within the outside wall used for the Building's  stairs,
fire towers,  elevator shafts,  vertical  penetrations of the Building's central
atrium, flues, vents, stacks, pipe shafts, and vertical ducts (which areas shall
be measured from the  mid-point of walls  enclosing  such areas,  except for the
Building's central atrium, which shall be measured from the inside surface (with
respect to the Premises) of the glass enclosing such atrium),  but including any
Service Areas which are for the specific use of the particular  tenant,  such as
special  stairs or elevators,  plus an  allocation of the square  footage of the
Building's  central  areas  for  providing  telephone,  electrical,  mechanical,
janitorial,  security and mail  services,  as well as, the central  entry lobby,
ground  level  elevator  lobby and service  elevator  lobby,  central  fire exit
corridors, service exit corridor and central loading dock (the "Central Areas"),
and (2) in the case of a floor to be occupied by more than one tenant, all floor
areas  within the inside  surface  (with  respect to the  Premises) of the glass
enclosing  vertical  penetrations of the Building's  central atrium,  and to the
midpoint  of the  walls  separating  areas  leased by or held for lease to other
tenants or from the Common  Areas,  but  including a  proportionate  part of the
Common  Areas  located on such floor  based upon the ratio  which  Tenant's  Net
Rentable Area (excluding  Common Areas) on such floor bears to the aggregate Net
Rentable Area (excluding  Common Areas) on such floor, plus an allocation of the
square footage of the Building's  Central Areas.  In the case of both single and
multiple  tenant  floors,  telephone,   electrical,   mechanical,   maintenance,
janitorial or security  rooms not included in the  Building's  Central Areas but
which serve more than one floor shall be  considered  Common  Areas and shall be
allocated  among all tenants whose  premises are served  thereby,  regardless of
whether  such  premises  are located on the same floor as the rooms in question.
Such  allocation  shall be made in  accordance  with the  proportion  of the Net
Rentable Area so served.  No deductions from Net Rentable Area shall be made for
columns or  projections  necessary to the  Building.  Net  Rentable  Area of the
Building shall include office and retail space;  it being  understood,  however,
that the  foregoing  formula to be used in the  calculation  of the Net Rentable
Area of office  space shall not  necessarily  be the formula used by Landlord to
calculate  the Net  Rentable  Area of any  retail  space  in the  Building.  (g)
Reference  to  Landlord  as having "no  liability  to Tenant" or being  "without
liability  to Tenant"  or words of like  import  shall  mean that  Tenant is not
entitled to terminate this Lease, or to claim actual or  constructive  eviction,
partial or total,  or to receive any  abatement or  diminution of rent, or to be
relieved in any manner of any of Tenant's other obligations hereunder,  or to be
compensated for loss or injury suffered or to enforce any other right or kind of
liability  whatsoever  against  Landlord  under or with respect to this Lease or
with respect to Tenant's use or occupancy of the Premises.  (h) A "repair" shall
be deemed to include such  rebuilding,  replacement  and  restoration  as may be
necessary to achieve and  maintain  good working  order and  condition.  (i) The
"termination  of this Lease" and words of like import includes the expiration of
the Term or the  cancellation of this Lease pursuant to any of the provisions of
this Lease or to law. Upon the termination of this Lease,  the Term shall end at
11:59 p.m. on the date of termination as if such date were the Expiration  Date,
and neither  party shall have any further  obligation  or liability to the other
after such  termination  except (i) as shall be  expressly  provided for in this
Lease  and  (ii)  for  such   obligations  as  by  their  nature  or  under  the
circumstances can only be, or by the provisions of this Lease, may be, performed
after such termination and, in any event, unless expressly otherwise provided in
this Lease,  any liability for a payment  (which shall be  apportioned as of the
date of such  termination)  which shall have  accrued to or with  respect to any
period ending at the time of termination  shall survive the  termination of this
Lease.  (j) The  "terms of this  Lease"  shall be deemed to  include  all terms,
covenants,  conditions,  provisions,  obligations,  limitations,   restrictions,
reservations  and  agreements  contained in this Lease.  (k)  "Tenant"  shall be
deemed to include  Tenant's  successors and assigns (to the extent  permitted by
Landlord)  and any and all  occupants of the Premises  permitted by Landlord and
claiming by, through or under Tenant. (l) A "year" shall mean a calendar year.




                                       23
<PAGE>

     IN WITNESS  WHEREOF,  Landlord  and Tenant  have set their  hands and seals
hereunto and have caused this Lease to be executed by duly authorized  officials
thereof, as of the day and year set forth on the cover page hereof.

                             LANDLORD:

                             PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P.,
                             a Delaware limited partnership

                             By:   Prentiss Properties I, Inc., general partner

                                   By: /s/ Todd Pardon
                                       -----------------------------------------
                                       Name:  Todd Pardon
                                       Title: VP


                                   By: /s/ J. Kevan Dilbeck
                                       -----------------------------------------
                                       Name:  J. Kevan Dilbeck
                                       Title: Senior Vice President


                             TENANT:

                             SIMIONE CENTRAL HOLDINGS, INC.,
                             a Delaware corporation


                                   By: /s/ Kathryn B. McClellan
                                       -----------------------------------------
                                       Name:  Kathryn B. McClellan
                                       Title: SVP Corporate Relations


                                   By: /s/ Dennis Brauckman
                                       -----------------------------------------
                                       Name:  Dennis Brauckman
                                       Title: VP Finance

                                                    [CORPORATE SEAL]



                                       24
<PAGE>



                                    EXHIBIT A

                           FLOOR PLAN OF THE PREMISES



                                       25
<PAGE>

                                    EXHIBIT B

                                    THE LAND



                                       26
<PAGE>


                                    EXHIBIT C

                             LEASEHOLD IMPROVEMENTS

                                   WORK LETTER

                                    ARTICLE 1
                              TENANT'S OBLIGATIONS

          1.01 Landlord  shall,  at Landlord's  cost and expense,  construct the
Leasehold Improvements in accordance with certain Plans and Specifications to be
prepared by Space  Planner and  approved  by Landlord  and Tenant (the  "Working
Drawings  and  Specifications").  Notwithstanding  the  foregoing,  Landlord and
Tenant  acknowledge  and agree that under no  circumstances  shall  Landlord  be
obligated  to spend more than $8.00 per  rentable  square foot  contained in the
Premises to  construct  the  Leasehold  Improvements  pursuant  to the  mutually
approved Working Drawings and Specifications.

          1.02 Unless otherwise agreed to in writing by Landlord and Tenant, all
work involved in the construction and installation of the Leasehold Improvements
shall be carried out by Contractor under the sole direction of Landlord.  Tenant
shall  cooperate with Landlord,  Contractor and the Space Planner to promote the
efficient and expeditious completion of such work.

          1.03 In the Tenant  requests  any  changes in the  initially  approved
Working  Drawings  and  Specifications,  Tenant  shall  be  responsible  for the
following:

          (a) Payment of the following:

               (i) All costs,  including  professional  fees,  of Space  Planner
which are related to the review and  preparation  of any changes to the Tenant's
Working  Drawings  and  Specifications  (collectively  referred to as  "Planning
Costs");

               (ii) All costs to  complete  the  construction  of any  requested
changes in the  initially  approved  Leasehold  Improvements,  including but not
limited  to the cost of all labor  and  materials  supplied  by  Contractor  and
Landlord and their respective material suppliers,  independent contractors,  and
subcontractors   to  construct   and  complete  the  changes  in  the  Leasehold
Improvements,  including but not limited to the Contractor's profit and overhead
expenses; and

               (iii) Landlord's standard fee of five percent (5%) for Landlord's
additional   expenses   incurred  in  the  management  and  supervision  of  the
construction and installation of any changes in the initially approved Leasehold
Improvements.  The fee set forth in this  paragraph,  together with the Planning
Costs  and the costs set forth in  Section  1.03(a)(ii)  above are  collectively
referred to herein as "Tenant's Construction Costs."

          (b) Tenant shall pay to Landlord,  upon substantial  completion of the
Leasehold Improvements, Tenant's Construction Costs, such amount to be indicated
on a statement delivered by Landlord to Tenant.

          (c)  Tenant  agrees  that in the  event it  fails to make any  payment
required in this Exhibit C in a timely  manner,  including,  but not limited to,
those payments due under subsection (b) above,  Landlord, in addition to any and
all other  remedies  allowed it by law or in equity,  shall have the same rights
and remedies  against  Tenant as Landlord  would have upon the  occurrence of an
Event of Default of payment of Rent under this Lease.

                                    ARTICLE 2

                             [INTENTIONALLY OMITTED]

                                    ARTICLE 3
                                   DEFINITIONS

          The following terms shall have the meanings  herein  specified for all
purposes of this Exhibit C, and, in addition to the terms  defined  herein,  the
definitions in this Lease shall also apply to this Exhibit C.

          3.01 "Building  Standard" means the quantity and quality of materials,
finishes,  and  workmanship  from time to time specified as such by Landlord for
the Building.

          3.02  "Contractor"  means the contractor  selected pursuant to Section
1.01 above to construct and install the Leasehold Improvements in the Premises.

          3.03  "Landlord's  Punch  List"  shall  refer to that list  determined
jointly by Landlord and Tenant of those matters  remaining to be accomplished to
complete construction of the Leasehold Improvements.



                                       28
<PAGE>

          3.04  "Leasehold  Improvements"  shall  mean  the  improvements  to be
constructed pursuant to the Working Drawings and Specifications.

          3.05 "Net  Rentable  Area"  shall have the  meaning  specified  in the
Lease.

          3.06 "Net Rentable Area of the Premises" shall be the number of square
feet of the Premises described in this Lease.

          3.07  "Non-Building  Standard"  means  all  materials,  finishes,  and
workmanship  used in connection with the  construction  and  installation of the
Leasehold Improvements which deviate from Building Standard in terms of quantity
or quality (or both).

          3.08 The "Space  Planner"  shall mean  Hendrick &  Associates  or such
other space planner selected by Tenant and approved by Landlord.

          3.09  "Tenant  Delay"  shall  mean  any  delay  in the  occurrence  of
substantial  completion of the Leasehold Improvements caused in whole or in part
by any one or more of the following:

          (a) Tenant's  request for change orders whether or not any such change
orders are actually performed; or

          (b) Contractor's performance of any change orders; or

          (c)  Tenant's   request  for  materials,   finishes  or  installations
requiring unusually long lead times; or

          (d)  Tenant's  delay in  reviewing,  revising or  approving  plans and
specifications; or

          (e)  Tenant's  delay in providing  information  critical to the normal
progression  of the  Leasehold  Improvement  work.  Tenant  shall  provide  such
information  as soon as reasonably  possible,  but in no event longer than three
(3) days after receipt of such written request for information from Landlord; or

          (f)  Tenant's  delay in  making  payments  to  Landlord  for  Tenant's
Construction Costs; or

          (g) Changes in the Working Drawings and Specifications  made by Tenant
either before or during the  construction  of the Leasehold  Improvements  which
result in the Leasehold  Improvements being  substantially  completed later than
they would have been substantially completed absent said changes; or

          (h) Any "long-lead time" Non-Building  Standard leasehold  improvement
item (e.g.  millwork)  which  cannot be  fabricated,  delivered  to the job, and
completely installed within the same time frame as the remainder of the Building
Standard   leasehold   improvements   shown   on  the   Working   Drawings   and
Specifications; or

          (i) Any other act or  omission  by  Tenant,  its  agents,  architects,
engineers, contractors, consultants, or persons employed by any of such persons.




                                       29
<PAGE>

                                    EXHIBIT D

                           FORM OF COMMENCEMENT NOTICE


     This  Commencement  Notice is delivered  this ____ day of  _______________,
2001, by Prentiss  Properties  Acquisition  Partners,  L.P., a Delaware  limited
partnership   ("Landlord")  to  Simione  Central  Holdings,   Inc.,  a  Delaware
corporation  ("Tenant"),  pursuant  to the  provisions  of Section  3.03 of that
certain Lease  Agreement (the "Lease"),  dated January ____ 2001, by and between
Landlord  and  Tenant  covering  certain  space  in the  Building  known as 2625
Cumberland Parkway,  Atlanta,  Georgia. All terms used herein with their initial
letter capitalized shall have the meaning assigned to such terms in the Lease.

                              W I T N E S S E T H:

     1. The  Building,  the  Premises,  the  Parking  Facilities,  and all other
improvements  required to be constructed and furnished by Landlord in accordance
with the terms of the Lease have been  satisfactorily  completed by the Landlord
and accepted by the Tenant.

     2. The  Premises  have been  delivered  to, and  accepted  by, the  Tenant,
subject to the completion of "punch list" items, if any.

     3. The  Commencement  Date of the  Lease  is the ____ day of  ____________,
2001, the Expiration Date is the ___ day of ______________, 2004.

     4. The Premises consist of ______________  square feet of Net Rentable Area
on the third (3rd) floor of the Building.

     5.  Base  Rent  which  includes  Base Year  Operating  Costs  for 2001,  is
$211,327.00 per annum, payable in monthly  installments of $17,610.58,  subject,
however,  to (i)  increases in the Base Rent as provided in the Lease,  and (ii)
the provisions of the Lease relating to payment of Operating  Costs in excess of
Base Year Operating Costs for 2001.

     6.  Remittance of the foregoing  payments shall be made on the first day of
each  month in  accordance  with the  terms and  conditions  of the Lease at the
following address:

             Prentiss Properties Acquisition Partners, L.P.
             P.O. Box 905161
             Charlotte, North Carolina  28290-5161

     IN WITNESS  WHEREOF,  this instrument has been duly executed by Landlord as
of the date first written above.

                           LANDLORD:

                           PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P.,
                           a Delaware limited partnership


                           By: Prentiss Properties I, Inc., general partner


                                  By: ________________________________________
                                         Name: _______________________________
                                         Title:_______________________________

                                  By: ________________________________________
                                         Name: _______________________________
                                         Title:_______________________________


                                       30
<PAGE>

                                   RIDER NO. 1

                              RULES AND REGULATIONS


     1.  Sidewalks,  doorways,  vestibules,  halls,  stairways and similar areas
shall not be  obstructed by tenants or their  officers,  agents,  servants,  and
employees, or used for any purpose other than ingress and egress to and from the
Premises  and for going from one part of the  Building  to  another  part of the
Building.

     2. Plumbing  fixtures and appliances shall be used only for the purpose for
which constructed, and no sweepings, rubbish, rags, or other unsuitable material
shall be thrown or placed therein.  The cost of repairing any stoppage or damage
resulting to any such fixtures or appliances from misuse on the part of a tenant
or such tenant's officers, agents, servants, and employees shall be paid by such
tenant.

     3. No signs,  posters,  advertisements,  or  notices  shall be  painted  or
affixed on any of the windows or doors, or other part of the Building, except of
such color,  size, and style, and in such places,  as shall be first approved in
writing by the building manager. No nails, hooks, or screws shall be driven into
or  inserted  in any  part  of the  Building,  except  by  Building  maintenance
personnel.

     4.  Directories will be placed by Landlord,  at Landlord's own expense,  in
conspicuous places in the Building. No other directories shall be permitted.

     5. The Premises  shall not be used for  conducting  any barter,  trade,  or
exchange of goods or sale through promotional give-away gimmicks or any business
involving the sale of second-hand  goods,  insurance salvage stock, or fire sale
stock,  and shall not be used for any  auction or  pawnshop  business,  any fire
sale, bankruptcy sale,  going-out-of-  business sale, moving sale, bulk sale, or
any other business which, because of merchandising  methods or otherwise,  would
tend to lower the first-class character of the Building.

     6. Tenants  shall not do  anything,  or permit  anything to be done,  in or
about the  Building,  or bring or keep  anything  therein,  that will in any way
increase the possibility of fire or other casualty or obstruct or interfere with
the rights of, or otherwise  injure or annoy,  other tenants,  or do anything in
conflict  with  the  valid  pertinent   laws,   rules,  or  regulations  of  any
governmental authority.

     7.  Tenant  shall not place a load  upon any  floor of the  premises  which
exceeds to floor load per square foot which such floor was  designed to carry or
which is allowed by applicable  building code. Landlord may prescribe the weight
and position of all safes and heavy  installations which Tenant desires to place
in the premises so as properly to distribute the weight thereof. All damage done
to the  Building by the  improper  placing of heavy items which  overstress  the
floor will be repaired at the sole expense of the Tenant.

     8. A tenant  shall  notify the  building  manager when safes or other heavy
equipment  are to be taken  into or out of the  Building.  Moving of such  items
shall be done under the  supervision of the building  manager,  after  receiving
written permission from him/her.

     9. Corridor doors, when not in use, shall be kept closed.

     10.  All  deliveries  must be made via the  service  entrance  and  service
elevators during normal business hours or as otherwise  directed or scheduled by
Landlord.  Prior approval must be obtained from Landlord for any deliveries that
must be received after normal business hours.

     11. Each tenant  shall  cooperate  with  building  employees in keeping the
premises neat and clean.

     12.  Nothing shall be swept or thrown into the corridors,  halls,  elevator
shafts, or stairways.  No birds,  animals, or reptiles,  or any other creatures,
shall be brought into or kept in or about the building.

     13. Should a tenant require telegraphic,  telephonic,  annunciator,  or any
other  communication   service,   Landlord  will  direct  the  electricians  and
installers  where and how the wires are to be  introduced  and placed,  and none
shall be introduced or placed except as Landlord shall direct.

     14.  Tenants shall not make or permit any improper  noises in the Building,
or otherwise  interfere in any way with other tenants or persons having business
with them.

     15. No equipment  of any kind shall be operated on the premises  that could
in any way annoy any other tenant in the  Building  without  written  consent of
Landlord.

     16. Business  machines and mechanical  equipment  belonging to Tenant which
cause noise and/or  vibration  that my be  transmitted  to the  structure of the
Building  or to any leased  space so as to be  objectionable  to Landlord or any
tenants in the Building  shall be placed and  maintained by Tenant,  at Tenant's
expense,  in setting of cork,  rubber,  or spring  type noise  and/or  vibration
eliminators sufficient to eliminate vibration and/or noise.

     17.  Tenants  shall  not use or keep in the  Building  any  inflammable  or
explosive fluid or substance, or any illuminating material, unless it is battery
powered, UL approved.

                                       1
<PAGE>

     18.  Tenants  employees or agents,  or anyone else who desires to enter the
Building after normal  business  hours,  may be required to provide  appropriate
identification  and sign in upon entry,  and sign out upon  leaving,  giving the
location  during  such  person's  stay and such  person's  time of  arrival  and
departure,  and  shall  otherwise  comply  with any  reasonable  access  control
procedures as Landlord may from time to time institute.

     19.  Landlord  has the right to evacuate the Building in event of emergency
or catastrophe.

     20. If any governmental  license or permit shall be required for the proper
and lawful conduct of Tenant's business,  Tenant, before occupying the Premises,
shall procure and maintain  such license or permit and submit it for  Landlord's
inspection.  Tenant shall at all times comply with the terms of any such license
or permit.

     21. Landlord shall have the right,  exercisable  without notice and without
liability to any tenant, to change the name and street address of the Building.

     22. Upon Tenant's  occupancy,  Landlord  shall provide  Tenant with one (1)
security  card and one (1) entry key for each 300  square  feet of Net  Rentable
Area of the  Premises.  Tenant may purchase  additional  entry keys and security
cards from Landlord.  Upon the expiration or earlier  termination of this Lease,
Tenant shall return the security  card and all entry keys which were provided to
Tenant upon occupancy of the Premises.

     23.  Landlord  reserves  the  right  to  rescind  any of  these  Rules  and
Regulations   and  make  such  other  and  further  rules  and  regulations  not
inconsistent  with the express terms of the lease as in the judgment of Landlord
shall  from  time to time  be  needed  for the  safety,  protection,  care,  and
cleanliness of the Building,  the operation  thereof,  the  preservation of good
order  therein,  and the  protection  and comfort of its tenants,  their agents,
employees,  and  invitees,  which  Rules and  Regulations  when made and  notice
thereof  given  to a tenant  shall be  binding  upon  him in like  manner  as if
originally herein prescribed.  In the event of any conflict,  inconsistency,  or
other   difference   between  the  terms  and  provisions  of  these  Rules  and
Regulations,  as now or hereafter in effect and the terms and  provisions of any
lease  now or  hereafter  in  effect  between  Landlord  and any  tenant  in the
Building,  Landlord  shall  have the right to rely on the term or  provision  in
either such lease or such Rules and  Regulations  which is most  restrictive  on
such tenant and most favorable to Landlord.

     24. No smoking shall be permitted inside the Building or the Premises,  and
shall be permitted only in areas designated by Landlord outside the Building.


                                       2
<PAGE>

                                   RIDER NO. 2

                              SPECIAL STIPULATIONS


     In the event of any  conflict  between  the terms and  provisions  of these
Special  Stipulations and the remaining  provisions of this Lease, the terms and
provisions of these Special Stipulations shall control:

     1. ELECTRICAL SERVICE TO THE PREMISES. Landlord shall install, as a part of
the  Leasehold  Improvements  to the Premises,  three (3) 220-volt  outlets in a
location  approved by Landlord  and Tenant for use by Tenant in  connecting  and
operating Tenant's photocopying equipment in the Premises.

     2. SERVICES OF LANDLORD. In addition to the services set forth in Article 7
of the  Lease,  Landlord  agrees to clean the  exterior  of the  windows  of the
Premises not less often than annually during the Term of this Lease.

     3.   CONTINGENCY.   Anything   contained  in  the  Lease  to  the  contrary
notwithstanding,  the  effectiveness  of the Lease is  contingent  upon Landlord
entering  into a Lease  Cancellation  Agreement  with the  tenant  currently  in
possession  of the Premises (the  "Current  Tenant")  upon terms and  conditions
acceptable  to Landlord  in  Landlord's  sole  discretion.  If Landlord  and the
Current Tenant fail to enter into such Lease Cancellation Agreement by or before
March 1, 2001, or in the event  Landlord is unable to deliver  possession of the
Premises unencumbered by any lease or occupant on or before such date, the Lease
shall be void and of no further force or effect and neither  Landlord nor Tenant
shall be liable in any manner to the other for the  ineffectiveness of the Lease
or for the failure of Landlord  and Current  Tenant to enter into any such Lease
Cancellation Agreement.


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