THIS  AGREEMENT,  made and entered into this 17th day of October,  1996, by
and between

     CENTRAL OF GEORGIA RAILROAD  COMPANY,  a Georgia  corporation,  hereinafter
styled Company; and

     SERVICE  INDUSTRIES,  INC.,  a  Georgia  corporation,   hereinafter  styled
Licensee;

                                   W I T N E S S E T H :

     THAT the PARTIES HERETO agree as follows:

ARTICLE 1. Company,  insofar as its right,  title, and interest enables it so to
do, and without  warranty,  and in  consideration  of the covenants of Licensee,
hereby  grants  unto  Licensee  the right to occupy  and use for the  purpose or
purposes hereinafter mentioned:

     One parcel of the right of way or property  of Company at  MADISON,  Morgan
     County,  Georgia,  having an area of 26,760 square feet,  more or less, the
     location and  dimensions  of which arc  substantially  as shown  hatched on
     print of Drawing No.  TA-74-0217,  dated March 25, 1974,  hereunto attached
     and made a part hereof (hereinafter "Premises"); TOGETHER with the right to
     maintain three (3) existing underground tanks ( two, 1,000 gallon tanks and
     one, 550 gallon tank)  thereon;  which said three (3) existing  underground
     tanks  shall not become a fixtures  upon the realty,  but shall  remain the
     property  of  Licensee  and  shall  be  removed  from  the  Premises   upon
     termination of this Agreement.

Company  reserves  unto  itself,  and its  permittees,  the  permanent  right to
maintain, operate, renew, or reconstruct upon, under, or over said Premises, any
existing pipe, electric transmission, telephone, telegraph, and signal lines, or
any other facilities of like character.  Licensee agrees that its occupation and
use of the  Premises  is subject to any or all such  rights and uses and to such
rights as the owners or users  thereof may have to use any road or  highway,  or
portion thereof, which may be located upon or which may traverse said Premises.

ARTICLE 2. Licensee will use said Premises for the purpose of bulk  distribution
plant in connection with the gasoline and oil products  business of Licensee and
for no other purpose without the written  consent of Company.  This license is a
personal  privilege  to Licensee  and shall not be assigned  without the written
consent of Company, nor shall Licensee, except with such written consent, permit
said  Premises  to be  used  for  any  purpose  by any  other  party,  firm,  or
corporation.

ARTICLE 3.  Licensee  will pay unto Company as rent the sum of THREE HUNDRED AND
FIFTEEN AND 00/100  DOLLARS  ($315.00) per annum,  payable  annually in advance,
beginning  as of the 17th day of  October,  1996,  which is the  effective  date
hereof.  If  Licensee  shall  default in the payment of rental  hereunder  for a
period of 30 days  after the same  shall be due,  a late  payment  charge in the
amount of 1/2 of 1% of such rent for each month or portion thereof that the same
shall remain  unpaid shall be charged to Licensee.  Licensee  will pay such late
payment  charge  together  with  rental due  hereunder.  If  Company  cancels or
terminates  this  Agreement for any reason except  default of Licensee,  Company
shall  refund to Licensee  its pro rata  portion of rent paid for the  unexpired
period,  but if Company  cancels or  terminates  because of default of Licensee,
then  Company may retain the rent paid for the  unexpired  period as  liquidated
damages.


<PAGE>


ARTICLE 4. Licensee will pay to Company  amounts  sufficient to cover all taxes,
license  fees,  or other  charges  assessed  or levied  upon or  because  of the
property of or the business conducted by Licensee upon said Premises of Company.
Licensee will also pay to Company amounts sufficient to cover all assessments or
charges made against said Premises or against  Company as owner of said Premises
for street or sidewalk  paving or other  public  improvements.  At the option of
Company,  Licensee shall pay Company for such taxes,  license fees,  charges and
assessments either in lump-sums or in annual installments.

ARTICLE 5.  Licensee  will not  construct  or  install  upon said  Premises  any
buildings,  structures,  or improvements unless specifically permitted hereby or
by written  consent of  Company.  Any  buildings,  structures,  or  improvements
erected by Licensee on said  Premises,  shall be  substantially  constructed  or
installed,  maintained,  and used in such  manner as not to  interfere  with the
business of Company,  shall be kept in good  repair and  presentable  condition,
shall be  located  as  described  herein or  otherwise  approved  in  writing by
Company,  and shall,  not be  relocated  upon Company  Premises  except with the
written  consent of Company.  Licensee will be responsible  for all snow and ice
removal and will keep said  Premises in clean and  sanitary  condition,  free of
waste,  trash,  or  unsanitary or flammable  matter,  and prevent the posting of
advertising bills or signs upon said Premises, except the usual business sign of
Licensee.

ARTICLE 6.  Licensee  shall  obtain all  permits,  certificates,  licenses,  and
authorizations required by any governmental authority for any improvements to or
use of the Premises.

ARTICLE 7. Licensee shall pay, satisfy,  and discharge all claims,  judgments or
liens for material  and/or labor,  used or employed by Licensee or its agents in
the construction, repair, maintenance, or removal of any buildings or structures
located upon the Premises,  whether the buildings or structures shall, under the
terms of this  Agreement,  be the property of Company or Licensee,  and Licensee
shall indemnify and save harmless Company,  its officers,  agents and employees,
from all such claims, judgments, liens, or demands whatsoever.

ARTICLE 8. In its use and occupancy of the  Premises,  Licensee will comply with
the requirements of all federal, state, and local safety, health, environmental,
and sanitation laws, rules,  regulations,  and ordinances,  and, will at its own
expense make all  corrections,  repairs,  or  additions to said  Premises or the
facilities  thereon  which are  necessary to ensure  compliance  with such laws,
rules,  regulations,  and ordinances.  If Licensee is required by any such laws,
rules,  regulations,  and  ordinances  to  obtain  insurance  or  furnish  other
documentation  of financial  responsibility,  Licensee shall provide evidence of
such  insurance or  documentation  to Company prior to occupancy.  Any insurance
obtained by Licensee pursuant to this Agreement shall be maintained in force for
the duration of this  Agreement and shall provide for notice to Company at least
30 days prior to cancellation or termination.

ARTICLE 9. (a) Inasmuch as Licensee will be maintaining  an underground  storage
tank on the  Premises,  Licensee  agrees  to  comply  with all  regulations  and
requirements  applicable to underground storage tanks that are promulgated under
any federal or state  statute,  including but not limited to,  Subtitle I of the
Resource Conservation and Recovery Act and any amendments thereto. Licensee also
agrees  to  comply  with  Norfolk  Southern   Corporations's   Requirements  for
Underground  Storage Tank Systems Located on Leased Properties,  a copy of which
is attached  hereto as Exhibit B. Such  requirements  will include,  but are not
limited to, evidencing financial responsibility, corrosion protection, providing
requisite notifications,  testing of tanks for leaks, periodic monitoring of the
tanks and  adjacent  soil to detect  any  leakage  and the  taking of  necessary
corrective action if a release from a tank does occur.

     Licensee agrees to send a copy of any  notification  filed with any federal
or state agency regarding the underground tanks to Company and to notify Company
in writing of any detected leakage of


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<PAGE>


a tank within  three  working  days of  discovery  of the leakage at the address
provided in article 11 below.  In the event any leakage is detected from a tank,
Licensee agrees to replace the tank  immediately and remove and restore any soil
or groundwater contaminated by said leakage.

     (b)  Licensee  agrees  to  store  only  gasoline  and oil  products  in the
underground  storage tank since storage of any other regulated  substance in the
tank is prohibited by this  Agreement.  Licensee  further  agrees to remove said
tanks upon vacation of the property and remove and restore any contaminated soil
and  groundwater  at that time.  In  addition,  Licensee  shall not  install any
additional  underground tanks or associated  underground  piping on the Premises
without the express written consent of Company given prior to installation.

ARTICLE  10.  Licensee  shall not  dispose  of any  wastes of any kind,  whether
hazardous or not, on said  Premises and Licensee  shall not conduct any activity
on said Premises which may or does require a hazardous waste  treatment  storage
or disposal facility permit from either the federal or state agencies.

ARTICLE 11. Licensee shall furnish  Company with a written report  detailing all
releases,  as defined in 101(22) of the  Comprehensive  Environmental  Response,
Compensation and Liability Act of 1980 (Superfund Act), P. L. 96-510, on or from
the Premises  whenever such releases are required to be reported to any Federal,
State, or local authority in accordance with any Federal,  State, or local laws,
rules,  regulations,  and  ordinances,  and any regulations  issued  thereunder,
including,  but not limited to, those laws listed in Exhibit A attached  hereto.
Such written report shall identify the substance released,  the amount released,
and the measures undertaken to clean up and remove the released material and any
contaminated  soil or water,  and shall  further  certify that no  contamination
remains or will remain  after the cleanup  measures  have been  completed.  Such
reports  shall be  supplemented  by  providing  the  Company  with copies of any
written reports required to be submitted by Licensee to any Governmental  agency
in  accordance  with any Federal,  State,  or local law,  rule,  regulation,  or
ordinance,  or by the  Council  on  Environmental  Quality's  National  Oil  and
Hazardous  Substances  Pollution  Contingency Plan as it now exists or as it may
hereafter be amended.  The foregoing reports to Company and copies of reports to
Governmental  agencies  shall be sent to  Company's  Director  of  Environmental
Protection  and  Emergency  Response,  c/o  Norfolk  Southern  Corporation,  110
Franklin Road, S.E.,  Roanoke,  Virginia  24042-0022,  within fifteen days after
notification,  whether written or otherwise, is required to be given by Licensee
to any such Governmental agency.

ARTICLE 12. (a) If Company  detects any  violation  of Articles 8, 9, 10 and 11,
including any contamination of the Premises, Company shall so notify Licensee of
the  violation  and  Licensee  shall  take  immediate  steps to  eliminate  such
violation.  Licensee hereby agrees to indemnify and hold harmless  Company,  its
officers,  agents and employees, from all liability resulting from violations of
Articles 8, 9, 10 and 11 of this  Agreement and agrees to reimburse  Company for
all  actual  costs  and  expenses   incurred  by  Company  in  eliminating  such
violations,   including,   but  not  limited  to,  all  costs  and  expenses  to
decontaminate the Premises.

     (b) Licensee  agrees that it will  reimburse  Company for and hold harmless
Company, its officers, agents and employees, from all fines or penalties made or
levied against Company by any Governmental agency or authority as a result of or
in connection with  Licensee's use of the Premises or of the facilities  thereon
or as a result of any release of any nature onto the ground or into the water or
air by the Licensee from or upon the Premises. Licensee also agrees that it will
reimburse  Company  for and  hold  Company  harmless  from  any  and all  costs,
expenses,  and  attorneys'  fees  and  from all  penalties  or  civil  judgments
incurred, entered, assessed, or levied against Company as a result of Licensee's
use of the  Premises or as a result of any release of any nature onto the ground
or into the water or air by the Licensee from or upon


                                      -3-
<PAGE>


the Premises.  Such  reimbursement or  indemnification  shall include but not be
limited to any and all  judgments or penalties to recover the cost of cleanup of
any such release by Licensee from or upon the Premises and all expense  incurred
by  Company  as a result of such  civil  action  including  but not  limited  to
attorneys' fees.

     (c)  The   provisions  of  this  Article  12  shall  apply   regardless  of
acquiescence or negligence or allegations thereof on the part of either party.

     (d) The foregoing provisions of this Article 12 shall apply notwithstanding
any other provision of this Agreement to the contrary.

ARTICLE  13.  The  liability  of the  parties  to  this  Agreement,  as  between
themselves,  for death,  personal  injury,  and  property  loss and damage which
occurs by reason of, or arises out of, or is incidental to, the use or occupancy
by Licensee of the Premises  covered by this  Agreement,  shall be determined in
accordance with the following  provisions  regardless of considerations of fault
or negligence:

     (a)  Licensee  shall be solely  responsible  for,  and shall bear all cost,
expense, and liability resulting from, loss of or damage to property by fire;

     (b)  Licensee  shall be solely  responsible  for,  and shall bear all cost,
expense,  and liability  resulting from,  death,  personal injury,  and loss and
damage to property caused solely by the acts or omissions of Licensee, or of the
agents or employees of Licensee,  or by the  violation by Licensee or its agents
or employees of any of the terms of this Agreement,  or by the acts or omissions
of Licensee concurring with the negligence of a third party;

     (c) Except as provided in subparagraph  (a) above,  Company shall be solely
responsible for, and shall bear all cost, expense,  and liability resulting from
death,  personal injury,  and property loss and damage caused solely by the acts
or  omissions of Company,  or of the agents or  employees of Company,  or by the
acts or omissions of Company concurring with the negligence of a third party;

     (d) Except as  provided  in  subparagraphs  (a) and (b) above,  Company and
Licensee  shall be  jointly  responsible  for and shall bear  equally  all cost,
expense, and liability resulting from death,  personal injury, and property loss
and damage caused by their joint and concurring acts;

     (e) Licensee  hereby  agrees to indemnify and save  harmless  Company,  its
officers, agents and employees, from all of the liabilities and expenses assumed
and undertaken by Licensee in this Article 13.  Likewise,  Company hereby agrees
to indemnify and save harmless  Licensee,  its officers,  agents and  employees,
from all of the  liabilities  and expenses  assumed and undertaken by Company in
this Article 13;

     (f) Knowledge on the part of Company of a continuing violation of the terms
of  this  Agreement  by  Licensee  shall  constitute  neither  an  omission  nor
acquiescence on the part of Company,  and shall in no event relieve  Licensee of
any of the responsibilities imposed upon Licensee hereunder.

ARTICLE  14.  (a) In  connection  with the use of the  Premises  covered by this
Agreement,  Licensee  agrees to observe and be bound by the rules of the Company
with  respect to  standard  clearances  for all  railroad  tracks  located on or
adjacent to the Premises covered by this Agreement,  that is to say the Licensee
agrees  to  maintain  and  preserve  an  overhead  space  of  23  feet  measured
perpendicularly  from the top of the rail (except that overhead  clearance where
wire lines extend over said track shall be such as may be prescribed by


                                      -4-
<PAGE>


the Company) and a space 18 feet in width, measured 9 feet on each side from the
centerline of said track;  provided,  however, that the side clearance of 9 feet
must be increased one and one-half(l-1/2)  inches for every degree of curvature,
which space shall be kept clear of any obstruction  whatever,  including but not
limited to, all structures, facilities, or property of the Licensee which are or
may be placed or erected above or parallel to said track.

     (b) Notwithstanding  anything contained in this Agreement, and irrespective
of any joint or  concurring  negligence of Company,  Licensee  shall assume sole
responsibility for and shall indemnify,  save harmless,  and defend Company, its
officers,  agents and employees,  from and against all claims, actions, or legal
proceedings arising, in whole or in part, from the failure of Licensee to comply
with any clearance requirements set forth in this Agreement. In this connection,
it is  specifically  understood  that  knowledge  on the  part of  Company  of a
violation of any such clearance  requirements,  whether such knowledge is actual
or implied,  shall not constitute a waiver and shall not relieve Licensee of its
obligations to indemnify  Company for losses and claims  resulting from any such
violation.

ARTICLE 15. In the event that the whole or any part of the Premises  occupied by
Licensee  hereunder  shall be taken for any  purpose  under the power of eminent
domain,  Licensee shall not be entitled to share in any award resulting from any
such  taking,  nor shall  Licensee  have any claim  against  the Company for any
expense  which may be  incurred  by  Licensee as a result of such taking or as a
result of termination of this Agreement by reason of such taking, as hereinafter
provided.  In the event  that the taking  shall be of the whole of the  property
herein  occupied  by  Licensee  or of such part as shall  render  said  Premises
untenantable  for the uses at such time made of the  Premises  by the  Licensee,
then this  Agreement  and all  rights and  interests  acquired  hereunder  shall
terminate  as of the  date  of the  vesting  of  title  to the  property  in the
condemning  authority,  and in no event  shall  Licensee  have any claim for the
value of any unexpired period of this Agreement.

ARTICLE 16. This Agreement  shall  continue in effect from the date  hereinabove
set forth until terminated by either party upon thirty (30) days' written notice
to the other  party,  except  that if Licensee  shall  default in the payment of
rentals,  or violate any other  covenants  herein,  Company may  terminate  this
Agreement by 10 days' written  notice to Licensee of election so to do;  service
of such  notice to be made  either  (a) by  delivering  a copy of the  notice to
Licensee,  or (b) by mailing the same to or leaving it at the last known address
of Licensee and posting in any conspicuous place upon said Premises.

ARTICLE 17. (a) Within five days of giving or receiving notice of termination of
this Agreement, Licensee shall furnish Company with a written certification that
the  Premises  have not been  contaminated  by  Licensee's  operations,  or if a
condition  of  contamination  exists or is  believed to exist on any part of the
Premises,  Licensee  shall  give  written  notice of that fact to  Company,  and
Licensee shall promptly eliminate said condition.

     (b) Upon the  termination of this Agreement,  for whatever cause,  Licensee
will vacate the Premises immediately, remove all improvements owned by or placed
thereon by Licensee,  and leave the Premises,  including the  subsurface,  in as
good order and  condition  as said  Premises  may have been prior to the use and
occupation  thereof  by  Licensee  and free from  holes,  obstructions,  debris,
wastes, or contamination of any kind.

     (c) If Licensee  fails to restore the Premises as provided  herein prior to
the date that Licensee is required to vacate such Premises, then Company may, at
its option but at the sole cost and  expense of  Licensee,  remove or arrange to
remove  all  such  property,  improvements,  obstructions,  debris,  waste,  and
contamination,  and  restore  or arrange to  restore  both the  surface  and the
subsurface of the Premises to as good


                                      -5-
<PAGE>

                                [PAGE 6 OMITTED]

<PAGE>



ARTICLE 25. Any notice required or permitted to be delivered  hereunder shall be
deemed to be delivered,  when  deposited in the United  States  Postal  Service,
postage  prepaid,  registered  or  certified  mail,  return  receipt  requested,
addressed to Company or  Licensee,  as the case may be, at the address set forth
below.

     Company:                                     Licensee:

Director                                          Pete Iodice
Real Estate and Contract Services                 Service Industries, Inc.
Norfolk Southern Corporation                      1140 Summit Circle
Suite 1650, One Georgia Center                    Watkinsville, Georgia 30677
600 West Peachtree Street
Atlanta, Georgia 30308-3603

ARTICLE 26. This  Agreement  hereby  supersedes  and cancels as of the effective
date hereof the  agreement  dated  November 29, 1974 between  Central of Georgia
Railroad  Company and Madison Gas & Oil Inc.  concerning  lease of 26,760 square
feet of Company's property at Madison,  Georgia; Licensee hereby representing to
Company  that it has  acquired  all  right,  title and  interest  in and to said
agreement dated November 29, 1974 and all improvements of Madison Gas & Oil Inc.
located upon the Premises.

     IN WITNESS  WHEREOF,  the parties  hereto have executed  this  Agreement in
duplicate,  each  part  being  an  original,  as of the date  hereinabove  first
recited.


In presence of:                                CENTRAL OF GEORGIA RAILROAD
                                               COMPANY

/s/ Margaret Ann Lowe                          By: /s/ Richard Brooks
-------------------------                          --------------------------
As to Company                                  Title: Real Estate Manager

In presence of:                                SERVICE INDUSTRIES, INC.

/s/ ILLEGIBLE                                  By: /s/ Peter Iodice President
-------------------------                          --------------------------
As to Licensee                                 Title:



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