EXHIBIT 10.8
                                 LEASE AGREEMENT


This Lease  Agreement (the "Lease") is made this ____ day of December,  2001, by
and among FELDBERG  PROPERTIES I, LLC, a Georgia limited  liability company (the
"Landlord") and ARMITEC, INC., a Delaware Corporation (the "Tenant").


                              W I T N E S S E T H:

1.   PREMISES.

     Landlord does hereby rent and lease to Tenant that certain land,  space and
office  building having a street address of 4479 Atlanta Road,  Smyrna,  Georgia
30080 all as more  particularly  described  in  Exhibit A  attached  hereto  and
incorporated  herein by reference (the  "Premises").  Exhibit A-1 contains floor
plan of the building  located on the Premises with that portion  marked  thereon
constituting warehouse space and being hereinafter referred to as the "Warehouse
Space."

2.   TERM.

     (a) The term of this Lease (the "Term") shall be for a period commencing on
December  14,  2001  (the  "Commencement   Date").  Unless  extended  or  sooner
terminated  as provided in this  Lease,  the Term shall  expire at 11:59 p.m. on
January 31, 2007.

     (b) Tenant shall have the right upon providing Landlord with written notice
of Tenant's  exercise of its renewal  option under this  Paragraph  2(b),  which
written notice must be delivered on or before August 1, 2006, to extend the Term
of this Lease by an additional  five (5) years upon exercise of which option all
references to January 31, 2007  contained in this Lease shall be extended  until
January 31, 2012.

     (c) On the Commencement Date and continuing  thereafter for so long as this
Agreement remains in effect, Tenant shall be given access to the Warehouse Space
and have the  right to  store,  at  Tenant's  sole  risk,  assets  and  property
belonging to Tenant  therein for future use by Tenant in the conduct of Tenant's
business.  All parties  acknowledge and agree that the Premises will be modified
by means of preparation and construction activities more particularly defined in
the Work Letter attached hereto as Exhibit B (collectively  the "Landlord Work")
occurring after the Commencement Date. It is anticipated that such Landlord Work
will be  substantially  completed on or before February 1, 2002; it being agreed
that Tenant shall take  possession  of the  Premises  within ten (10) days after
being  notified by Landlord that such Landlord  Work is  substantially  complete
(the  date on  which  Tenant  is  required  or if  earlier,  does  in fact  take
possession of the entire Premises is hereinafter  referred to as the "Possession
Date"). As a result,  Tenant acknowledges and agrees that (i) the portion of the
Premises  other than the  Warehouse  Space will not be ready nor  available  for
Tenant's  occupancy  or use until the  Possession  Date,  (ii) Tenant  shall not


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operate its business  from or out of the Premises or the  Warehouse  Space until
the Possession  Date,  (iii) Tenant shall have all obligations  other than those
from which it is specifically and expressly  relieved  hereunder with respect to
Tenant's use and possession of the Warehouse Space prior to the Possession Date,
and (iv) Tenant  shall at all times prior to the  Possession  Date,  utilize the
Warehouse  Space in such manner and at such times as the  Landlord  shall permit
and so as not to interfere  with the conduct by Landlord of all Landlord Work or
other activities necessary to prepare the Premises for Tenant's intended use and
occupancy as permitted hereunder from and after the Possession Date.

3.   COMPLETION OF IMPROVEMENTS.

     Landlord  agrees to proceed with due  diligence to prepare the Premises for
Tenant's occupancy in accordance with the Work Letter attached hereto as Exhibit
B.  Landlord  shall  use  reasonable  efforts  to have the  Premises  ready  for
occupancy by Tenant on or before February 1, 2002,  provided that Landlord shall
have no liability to Tenant in the event Landlord fails to complete its work and
deliver  possession  of the  Premises to Tenant by said date as long as Landlord
proceeds with reasonable promptness and dispatch to complete construction of the
Landlord Work in accordance with Exhibit B.

4.   POSSESSION.

     Landlord  shall notify  Tenant in writing at such time as the Landlord Work
is substantially  completed and the Premises are ready for Tenant's installation
of its  furniture,  fixtures and equipment  and move-in in  accordance  with the
terms of the Work  Letter.  Any  occupancy  by  Tenant of all or any part of the
Premises , even if rent free, shall in all respects be pursuant to the terms and
provisions of this Lease.  Tenant shall notify Landlord in writing within thirty
(30) days after the  Possession  Date of any  defects in the  Premises or in the
materials or  workmanship  furnished by Landlord in completing the Landlord Work
in accordance  with Exhibit B. Except for defects stated in such notice,  Tenant
shall be deemed to have accepted the Premises and acknowledged that the Premises
are in  the  condition  required  hereunder  on  the  date  Tenant  first  takes
possession of the Premises.

5.   RENTAL PAYMENTS.

     (a) Beginning on the Commencement  Date and continuing  thereafter  through
the date which is one (1) day prior to the Possession Date, Tenant hereby agrees
to pay all Rent other than the Base  Monthly  Rental (as defined in  Paragraph 6
below),  due and payable under this Lease.  Beginning on the Possession Date and
continuing  thereafter throughout the Term, Tenant hereby agrees to pay all Rent
due and payable under this Lease.  As used in this Lease,  the term "Rent" shall
mean Base Monthly Rental (as defined in Paragraph 6 below),  Additional Rent (as
defined in Paragraph 7 below),  and any other  amounts that Tenant agrees to pay
under the  provisions  of this Lease  that are owed to  Landlord.  Base  Monthly


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Rental and Additional Rent shall be payable in advance and without demand on the
first day of each calendar month during the Term. If the Term commences on a day
other than the first day of a month,  or terminates on a day other than the last
day of a month,  the Base Monthly  Rental for the first and last  partial  month
shall be  prorated  based upon the actual  number of days in such a month.  Base
Monthly  Rental  shall be due and payable in all  events,  without any setoff or
deduction whatsoever.  All payments of Rent shall be made in legal tender at the
address of Landlord set forth in Paragraph 27 hereof,  or at such other place as
Landlord shall designate in writing.

     (b)  Simultaneously  with the  execution of this Lease,  Tenant has paid to
Landlord,  and Landlord hereby  acknowledges the receipt of Seven Thousand Seven
Hundred Seventy-Five Dollars ($7,775.00) (the "Initial  Installment").  Such sum
shall be applied by  Landlord in full or partial  satisfaction,  as the case may
be,  to the  first  installment  of Base  Monthly  Rental  as same  becomes  due
hereunder.  In the event  Tenant  fails to take  possession  of the  Premises in
accordance  with all of the  terms  hereof,  the  Initial  Installment  shall be
retained by Landlord for application in reduction,  but not in satisfaction,  of
damages suffered by Landlord as a result of such breach by Tenant.

     (c) No payment by Tenant or  acceptance  by Landlord of an amount less than
the Rent herein  stipulated  shall be deemed a waiver of any  additional  amount
due. No partial  payment or endorsement on any check or any letter  accompanying
any payment of Rent shall be deemed an accord and satisfaction, but Landlord may
accept such payment without prejudice to Landlord's right to collect the balance
of any Rent due under the terms of this Lease. All payments received by Landlord
shall be applied by Landlord  as Landlord  shall  determine,  regardless  of any
notation that may be made on any check or any letter accompanying such payment.

6.   BASE MONTHLY RENTAL.

     (a)  Beginning on the  Possession  Date,  Tenant shall pay to Landlord base
monthly  rental  ("Base  Monthly  Rental")  in  accordance  with  the  following
schedule:



                                                                    BASE MONTHLY
            LEASE YEAR                   ANNUAL BASE RENTAL            RENTAL
            ----------                   -------------------           ------

Possession Date  - January 31, 2003          $ 93,300.00              $7,775.00
February 1, 2003 - January 31, 2004          $ 96,099.00              $8,008.25
February 1, 2004 - January 31, 2005          $ 98,982.00              $8,248.50
February 1, 2005 - January 31, 2006          $101,952.00              $8,496.00
February 1, 2006 - January 31, 2007          $105,012.00              $8,751.00
February 1, 2007 - January 31, 2008          $108,162.00              $9,013.50
February 1, 2008 - January 31, 2009          $111,408.00              $9,284.00


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February 1, 2009 - January 31, 2010          $114,750.00              $9,562.50
February 1, 2010 - January 31, 2011          $118,194.00              $9,849.50
February 1, 2011 - January 31, 2012          $121,740.00             $10,145.00


     (b) The term "Lease  Year," as used  herein,  means a period of twelve (12)
consecutive  calendar  months,  or a portion  thereof  falling  within the Term;
provided that the First Lease Year shall commence on the  Commencement  Date and
end on January 31,  2003 and each  subsequent  Lease Year shall  commence on the
next ensuing February 1 following the last day of the preceding Lease Year under
this Lease. The period,  if any, from the Commencement  Date to the beginning of
the first  Lease Year  shall be treated as if it were a part of the first  Lease
Year under this Lease for all purposes.

7.   RENT.

     (a)  Additional  Rent:  The following  terms,  as used in this Paragraph 7,
shall have the following meanings:

          "Operating  Expenses"  are  defined in  Exhibit C attached  hereto and
          incorporated herein.

          "Tenant's  Share" means  Tenant's one hundred  percent (100%) share of
          all Operating Expenses for a given calendar year or portion thereof.

          (1) From and after the Commencement  Date Tenant shall pay to Landlord
as additional rent (the "Additional  Rent"),  during the Term, Tenant's Share of
Operating Expenses.

          (2) As soon as practical after the  Commencement  Date, and thereafter
within one  hundred  twenty  (120) days  after the close of each  calendar  year
occurring  during the Term of this  Lease,  Landlord  shall  deliver to Tenant a
statement setting forth (i) Landlord's  projection of the Operating Expenses for
the then current  calendar year,  (ii) Tenant's Share of the Operating  Expenses
for the such  calendar  year,  based on the portion of such calendar year during
which  this  Lease  is in  effect,  and  (iii)  a  computation  of  the  monthly
installments  to be  paid by  Tenant  toward  Tenant's  Share  of the  Operating
Expenses for such calendar year, which amount shall be one-twelfth (1/12) of the
amount  determined  pursuant  to (ii)  above.  Tenant  shall pay to  Landlord in
advance on the first day of each calendar month  following the rendering of such
statement  the monthly  installments  determined  pursuant to (iii) above,  such
payments to  continue  until  another  statement  is  rendered  pursuant to this
Paragraph 7(c).  Notwithstanding the foregoing, if at any time during a calendar
year it appears to Landlord that  Operating  Expenses will vary from  Landlord's
estimate  by more than  five  percent  (5%),  Landlord  shall  have the right to
revise, by notice to Tenant, its estimate for such year, and subsequent payments


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by Tenant for such year shall be based upon such  revised  estimate of Operating
Expenses;  provided,  however,  that Landlord's  failure to make such a revision
shall not  prejudice  Landlord's  right to collect  the full  amount of Tenant's
Additional  Rent upon final  determination  of the  Operating  Expenses for such
calendar year. In the event Landlord fails to deliver its statement of estimated
Additional  Rent within one hundred  twenty (120) days after the  beginning of a
calendar year as aforesaid,  Tenant shall continue to pay Additional Rent on the
basis of the amount of Additional  Rent payable  during the  preceding  calendar
year until the month after such statement is delivered to Tenant.

          (3)  Within  one  hundred  twenty  (120)  days  after  the end of each
calendar  year  occurring  during  the Term,  Landlord  shall  provide  Tenant a
statement  ("Landlord's  Statement")  showing  (i)  the  actual  amount  of  the
Operating  Expenses  incurred  during the preceding  calendar year, and (ii) any
underpayment  or overpayment by Tenant based on Tenant's  monthly  payment(s) of
Tenant's  Share of the  projected  Operating  Expenses made during the preceding
calendar year. In the event of any underpayment by Tenant,  Tenant shall pay the
full amount of such deficiency to Landlord within thirty (30) days after receipt
of Landlord's Statement.  Any overpayment by Tenant shall, at Landlord's option,
either  be (i)  paid to  Tenant  within  thirty  (30)  days  after  delivery  of
Landlord's  Statement or (ii) applied to Tenant's Share of Operating Expenses as
projected for the ensuing calendar year.

          (4) For the calendar  year in which the Term expires,  Landlord  shall
deliver to Tenant,  as soon as  practicable  after the expiration of the Term, a
statement setting forth (i) Tenant's Share of the Operating Expenses  determined
by annualizing  Operating  Expenses  actually  accrued during the portion of the
calendar  year  falling  within the Term and then  prorating  Tenant's  Share of
Operating  Expenses  thereby  determined,  based on the  number  of days of such
calendar year falling within the Term, and (ii) any  underpayment or overpayment
of Tenant's  Share of the  projected  Operating  Expenses made during that final
calendar  year.  In the  event of any  underpayment,  Tenant  shall pay the full
amount thereof to Landlord  within thirty (30) days after delivery of Landlord's
statement. If Tenant has overpaid,  Landlord shall promptly reimburse Tenant the
full  amount of such  overpayment.  The  respective  obligations  of the parties
hereto  pursuant to this  Paragraph 7 shall  survive the  expiration  or earlier
termination of the Lease.

     (b) Improvements:  The parties acknowledge and agree that the Landlord work
shall be performed by contractors chosen and under contracts (the "Landlord Work
Contracts")  executed and performed by Landlord as owner of the  Premises.  As a
condition  to  Landlord's  performance  of  its  obligations  under  this  Lease
including  in  particular  the  initiation,  undertaking  or  completion  of the
Landlord  Work,  Tenant agrees to fully  advance and reimburse  Landlord for all
costs incurred by Landlord in undertaking the Landlord Work. Tenant acknowledges
and agrees that prior to  Landlord's  execution or  undertaking  of any Landlord
Work  Contracts,  Tenant shall advance and deposit with Landlord all  reasonably
anticipated  costs of performing  such Landlord Work  Contracts.  Landlord shall
provide  Tenant  with  notice of such costs and Tenant  shall  remit the same to
Landlord  within ten (10)  calendar days from and after the date of such notice.
Tenant  hereby  authorizes  Landlord  to expend  all such  funds held on deposit
hereunder under and in accordance  with all applicable  Landlord Work Contracts.
In the event excess or  unexpected  costs are incurred  under any Landlord  Work
Contracts, Landlord shall notify Tenant of the same and within five (5) calendar


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<PAGE>

days  thereafter,  Tenant  shall  advance  the full  amount  thereof to Landlord
provided,  that such  advance  shall in all  events be made prior to the date on
which the work  giving  rise to such excess or  unexpected  costs is  performed.
Tenant's  failure  to timely  provide  any or all funds  required  hereunder  to
Landlord shall (i) constitute a default by Tenant  hereunder which default shall
be the same as Tenant's  failure to pay Rent  hereunder,  (ii) relieve  Landlord
from all  responsibility  with respect to the  performance  of the Landlord Work
hereunder,  and (iii) relieve Landlord from all  responsibility  with respect to
delivery  of  the  Premises  to  Tenant  in  the  condition  and  at  the  times
contemplated  hereunder,  and (iv) result in Landlord's  ability to  immediately
terminate this Lease and enjoy immediate and exclusive  possession of the entire
Premises,   including  without  limit  the  Warehouse  Space,   without  further
obligation hereunder.

8.   BROKERAGE DISCLOSURE.

     (a) Tenant  warrants that no brokers,  agents,  or commission  salespersons
have  represented  Tenant in  connection  with its execution of this Lease other
than Massell Commercial Real Estate  ("Massell").  Tenant hereby indemnifies and
agrees to hold Landlord and  Landlord's  agent harmless from and against any and
all loss, cost, damage or expense, incurred by Landlord or Landlord's agent as a
result of or in conjunction with a claim of any real estate agent or broker,  if
made by,  through  or under  Tenant  which  claim  arises by reason  other  than
Landlord's breach of its obligations under Paragraph 8(c) below.

     (b) Landlord warrants that no brokers,  agents, or commission  salespersons
have  represented  Landlord in connection with its execution of this Lease other
than McWhirter  Realty Corp.  ("McWhirter").  Landlord  hereby  indemnifies  and
agrees to hold Tenant harmless from and against any and all loss,  cost,  damage
or expense incurred by Tenant as a result of or in conjunction with a claim made
by Massell or McWhirter by reason of Landlord's  breach of its obligations under
Paragraph 8(c) below.

     (c)  Landlord  has  agreed  to  exclusively  pay and  each of  Massell  and
McWhirter  agree to exclusively  accept in full payment and  satisfaction of all
amounts owed to Massel and McWhirter in connection with the  transactions  which
are the  subject  matter of this Lease the  following  compensation:  (i) within
three (3) calendar days after  Landlord's  and Tenant's  execution of this Lease
and Landlord's  receipt of the amount  contemplated  under Paragraph 5(b) above,
Landlord shall pay to Massell  $3,887.50 as a procurement fee, (ii) within three
(3) calendar  days after  Landlord's  and  Tenant's  execution of this Lease and
Landlord's  receipt of the  amount  contemplated  under  Paragraph  5(b)  above,
Landlord  shall pay to McWhirter  $1,943.75 as a procurement  fee,  (iii) within
three (3) calendar days after the Possession Date, Landlord shall pay to Massell
$3,887.50 as a  procurement  fee,  (iv) within three (3) calendar days after the
Possession Date, Landlord shall pay to McWhirter $1,943.75 as a procurement fee,
and (v) within three (3) calendar days after the first day of each of the second
and thereafter ensuing full calendar months occurring during the Term (including
any  extension  of the Term  occurring  by reason of  Tenant's  exercise of that
option  provided  under  Paragraph 2(b) of this Lease) and during which calendar
month this  Lease  remains in  effect,  Landlord  shall (a) pay to Massell  five
percent  (5%) of the Base  Monthly  Rent paid to and  retained by Landlord  from


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Tenant hereunder for such applicable calendar month and (b) pay to McWhirter two
and  one-half  percent  (2.5%) of the Base  Monthly Rent paid to and retained by
Landlord  from Tenant  hereunder for such  applicable  calendar  month.  Each of
Massell and  McWhirter are parties to this Lease solely for purposes of agreeing
to accept the compensation herein described in complete and full satisfaction of
all  obligations  owed  to them by  Landlord  in  connection  with  this  Lease.
Landlord,  Massell and McWhirter agree that those amounts payable to Massell and
McWhirter under sub-clause (v) of this Paragraph shall only be payable if and to
the extent that Landlord  receives and retains the Base Monthly  Rental  payment
giving rise to such obligation from Tenant hereunder.

9.   USE.

     (a) The Premises shall be used for business office,  general  warehouse and
ancillary  purposes  directly  related to  Tenant's  business  of the retail and
wholesale distribution of uniforms for police, fire, emergency medical services,
postal,  security and other  similar  personnel and for no other  purposes.  The
Premises  shall not be used for any illegal  purposes,  nor in  violation of any
regulation  of any  governmental  authority,  nor in any  manner to  create  any
nuisance or trespass, nor in any manner to vitiate the insurance or increase the
rate of insurance on the Premises.

     (b)  Notwithstanding  anything to the contrary provided in subparagraph (a)
above, without the prior written consent of Landlord, no portion of the Premises
shall be used (i) for the purchase, sale (wholesale,  retail or otherwise), use,
distribution,  processing or manufacture of  reprographic  machines,  equipment,
media or other products.

     (c) Tenant  shall,  at its own  expense,  promptly  comply with any and all
municipal,  county, state and federal statutes,  regulations and/or requirements
applicable or in any way relating to Tenant's use and occupancy of the Premises.

     (d) Landlord and Tenant  acknowledge  that the Americans With  Disabilities
Act of 1990  (42  U.S.C.  ss.12191  et  seq.)  and  regulations  and  guidelines
promulgated thereunder,  as all of the same may be amended and supplemented from
time  to  time  (collectively   referred  to  herein  as  the  "ADA")  establish
requirements for business  operations,  accessibility  and barrier removal,  and
that such requirements may or may not apply to the Premises  depending on, among
other things:  (1) whether Tenant's business is deemed a "public  accommodation"
or  "commercial   facility",   (2)  whether  such   requirements   are  "readily
achievable",  and (3)  whether a given  alteration  affects a "primary  function
area" or triggers "path of travel" requirements. The parties hereby agree that :
(a) Tenant shall be responsible  for ADA  compliance in the Premises,  including
any leasehold  improvements  or other work to be performed in the Premises under
or in  connection  with this Lease,  (b) Landlord  may perform,  or require that
Tenant  perform,  and Tenant shall be responsible  for the cost of, ADA "path of
travel"  requirements  triggered by alterations in the Premises,  and (c) Tenant
shall be solely  responsible for requirements under the ADA relating to Tenant's
employees.


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<PAGE>

         (e) Any increased costs to Landlord resulting from a violation of this
Paragraph 9 shall be charged to Tenant as additional rent and Landlord shall
have the right to enjoin Tenant from further violation, if applicable.

10.  ASSIGNMENT AND SUBLETTING.

     (a) Tenant  may not  without  the prior  written  consent  of the  Landlord
abandon the Premises or assign this Lease or sublet the whole or any part of the
Premises. Any attempted assignment, sublease or other transfer or encumbrance by
Tenant in violation of the terms and covenants of this Paragraph  shall be void.
In addition to obtaining  Landlord's consent, any assignment or sublease of this
Lease or all or any part of the  Premises  shall be  conditional  upon:  (i) the
occupancy  of the  proposed  assignee  or  sublessee  not  requiring  parking or
delivery  accommodations  in excess of that  provided in Paragraph 37 below,  or
otherwise  unreasonably  burden the Premises and its systems;  (ii) the proposed
assignee or sublessee being of a reputation,  character,  stature, and financial
creditworthiness  acceptable  to  Landlord;  (iii)  the  proposed  sublessee  or
assignee not creating greater  environmental  risks to the Landlord  compared to
Tenant's use of the Premises;  (iv) the proposed use of the Premises by any such
assignee or sublessee  being for solely those  purposes  acceptable to Landlord,
not  violating  any  exclusive  use or  prohibited  use  covenants  binding upon
Landlord or the Premises,  and  favorably  coexisting  and mixing with,  and not
detracting  from the character  and quality of the Premises;  and (v) Tenant not
being in Default under this Lease.

     (b) If Tenant  should desire to assign this Lease or sublet the Premises or
any part thereof,  Tenant shall give Landlord prior written notice, which notice
shall  specify (i) the name and business of the proposed  assignee or sublessee,
(ii) the amount and location of the space affected, (iii) the proposed effective
date and duration of the subletting or assignment,  and (iv) the proposed rental
or other  consideration to be paid to Tenant by such sublessee or assignee,  and
(v) such other information as shall be reasonably required in order for Landlord
to evaluate the factors set forth in  subparagraph  10(a) above.  Landlord shall
then have a period of  fifteen  (15)  business  days  following  receipt of such
notice within which to notify Tenant in writing that Landlord  elects either (1)
to  terminate  this  Lease  as to the  space  so  affected  as of  the  proposed
commencement  date of such sublease or  assignment,  in which event Tenant shall
surrender  possession of the space  proposed to be subleased or assigned on such
proposed  commencement  date and the Base Monthly  Rental and Tenant's  Share of
Operating Expenses shall be adjusted accordingly, (2) to permit Tenant to assign
or sublet such space,  in which event if the proposed  rental between Tenant and
sublessee for the space  affected is greater than the Base Monthly  Rental under
this Lease  applicable to the space  affected,  or if  consideration  other than
rental is paid to Tenant by such  assignee  or  sublessee  with  respect  to the
affected  space,  then  fifty  percent  (50%) of such  excess  rental  and other
consideration  shall be deemed  additional rent owed by Tenant to Landlord under
this Lease, and the amount of such excess shall be paid by Tenant to Landlord in
the same  manner  that  Tenant pays the Base  Monthly  Rental  hereunder  and in
addition thereto, or (3) to withhold consent to Tenant's assigning or subleasing
such space and to continue  this Lease in full force and effect as to the entire
Premises.  If Landlord  should fail to notify Tenant in writing of such election
within said fifteen (15) business day period,  Landlord  shall be deemed to have


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elected  option (3) above.  Tenant agrees to reimburse  Landlord for  Landlord's
reasonable  attorneys' fees and costs incurred in connection with the processing
and  documentation of any request made pursuant to this Paragraph.  In the event
of any such subletting or assignment, Tenant shall remain responsible for all of
the Tenant's obligations under this Lease, including the payment of all Rent.

     (c) Notwithstanding the giving by Landlord of its consent to any assignment
or sublease  with respect to the  Premises,  no such  assignee or sublessee  may
exercise any  expansion or renewal  option under this Lease except in accordance
with a separate written agreement entered into directly between such assignee or
sublessee  and  Landlord,  and,  absent  Landlord's  written  agreement  to  the
contrary,  all option rights of Tenant,  and all lease rights of Tenant  created
pursuant to the  exercise  of any option  rights,  with  respect to any space so
assigned or subleased shall be extinguished.

     (d)  Notwithstanding  Landlord's  consent  on any  occasion,  the  right of
Landlord to approve or disapprove as set forth in this  Paragraph 10 shall apply
to any  further  subletting  or  assignment.  In no event  may any  assignee  or
subtenant  further  assign or sublet  the  Premises  to  another  party  without
Landlord's prior written consent, which consent shall be requested in accordance
with the procedures set forth in this Paragraph 10.

     (e) For purposes of this  Paragraph  10, an  assignment  shall be deemed to
include  either:   (i)  any  merger,   consolidation,   liquidation,   or  other
reorganization to which Tenant or its shareholders are parties, or (ii) Tenant's
entering into any arrangement under which its business  operations are conducted
by a person or entity  other  than  Tenant's  officers  in their  capacities  as
employees  of  Tenant,  or (iii) any  change in the  majority  control of Tenant
resulting  from any sale,  transfer or  assignment  of shares of stock of Tenant
occurring  in a single  integrated  transaction  involving a common  buyer.  For
purposes  hereof,  "control"  means either:  (i) ownership of at least fifty-one
percent  (51%) of the  ultimate  economic  interests  of an entity,  or (ii) the
ability to control the operations and affairs of such entity.

     (f)  Assignees  of Tenant's  interest in this Lease shall  become  directly
liable to Landlord for all obligations of Tenant  hereunder,  without  relieving
Tenant of any  liability  therefor,  and Tenant shall remain  obligated  for all
liability to Landlord arising under this Lease during the entire remaining Term,
including  any  extensions  thereof.  In  the  event  Landlord  consents  to  an
assignment or sublease,  Tenant shall pay to Landlord a fee to cover  Landlord's
accounting costs plus any reasonable legal fees incurred by Landlord as a result
of the  assignment  or sublease.  No assignment of this Lease shall be effective
unless and until  Landlord  shall receive an original  assignment and assumption
agreement, in form and substance reasonably satisfactory to Landlord,  signed by
Tenant  and  Tenant's  proposed  assignee,  whereby  the  assignee  assumes  due
performance of all  obligations to be performed under this Lease for the balance
of the then remaining Term of this Lease.

11.  HOLDING OVER.

     If Tenant remains in possession of the Premises after the expiration of the
Term, or the  termination of this Lease, it shall be a tenant at sufferance only
and there shall be no renewal  hereof by operation  of law. In such event,  such
occupancy  shall be at an amount equal to two hundred percent (200%) of the Base


                                       9
<PAGE>

Monthly Rental in effect  immediately  prior to the expiration or termination of
the Lease and shall  otherwise be subject to all of the covenants and provisions
of this Lease (including, without limitation, Paragraph 7). The inclusion of the
preceding  sentence  shall not be construed as Landlord's  consent for Tenant to
hold over.  Tenant  shall be liable to  Landlord  for all  damages  incurred  by
Landlord  as a result,  in whole or in part,  of  Tenant's  failure  to  deliver
possession of the Premises to Landlord upon  expiration  or  termination  of the
Term.

12.  ALTERATIONS AND IMPROVEMENTS.

     (a) Tenant shall not, without  Landlord's  prior written consent,  make any
alterations,  additions,  or improvements in or to the Premises,  which Landlord
may grant or  withhold in its sole  discretion  for any reason or for no reason.
Any such work  consented to,  although paid for by Tenant,  will be done by such
persons or entities acceptable to and approved by Landlord.

     (b) If Tenant's  actions,  omissions,  or occupancy  of the Premises  shall
cause  the  rate  of  fire or  other  insurance  either  on the  Premises  to be
increased,  Tenant shall pay, as  additional  rent,  the amount of such increase
promptly upon demand by Landlord.

     (c) All erections,  additions,  fixtures and improvements whether temporary
or  permanent  in  character   (except  only  the  movable   office   furniture,
furnishings, business machines and equipment, and trade fixtures of Tenant) made
in or upon the Premises, including without limit the Landlord Work, shall become
and  remain  Landlord's  property  and shall  remain  upon the  Premises  at the
termination of this Lease by lapse of time or otherwise, with no compensation to
Tenant.  Notwithstanding  the foregoing,  Landlord reserves the right, by notice
given to Tenant, to require Tenant to remove any such alterations,  improvements
or additions at the  termination  of this Lease or within ten (10) calendar days
thereafter,  in which event,  notwithstanding  anything to the  contrary  herein
provided,  Tenant shall,  prior to lease expiration or termination,  remove such
alterations,  additions and improvements and restore,  at Tenant's sole cost and
expense,   the  Premises  to  its  condition   prior  to  installation  of  such
alterations,  additions and improvements,  normal wear and tear excepted. In the
event Tenant fails to do so, Landlord may, at its election, repair any damage to
the  Premises  caused by or in  connection  with the removal of any  articles of
personal  property,  business or trade fixtures,  alterations,  improvements and
installations, and all costs for such repairs shall be at Tenant's expense.

     (d)  Notwithstanding  anything in subparagraph  (a) above,  Tenant,  at its
expense and at any time and from time to time  without  any  further  consent of
Landlord,  may  install  in and remove  from the  Premises  its trade  fixtures,
equipment,  furniture and furnishings,  provided such installation or removal is
accomplished  without  damage to the  Premises or Tenant  promptly  repairs such
damage.  On or prior to the expiration  date of this Lease,  Tenant shall remove
all of Tenant's property from the Premises and repair any damage to the Premises
caused by such removal.  All property of Tenant  remaining on the Premises after
the  expiration of the term of this Lease shall be deemed to have been abandoned
and may be removed by Landlord, and Tenant shall reimburse Landlord for the cost
of such removal.


                                       10
<PAGE>

     (e) Tenant shall keep the Premises free from all liens, preliminary notices
of liens,  rights to lien,  or claims of liens of  contractors,  subcontractors,
mechanics,  or materialmen for work done or materials  furnished to the Premises
at the request of Tenant. Whenever and so often as any such lien shall attach or
claims or  notices  thereof  shall be filed  against  the  Premises  or any part
thereof as a result of work done or  materials  furnished to the Premises at the
request of Tenant, Tenant shall, within twenty (20) days after Tenant has notice
of the claim or notice  of lien,  cause it to be  discharged  of  record,  which
discharge may be accomplished by bond or deposit.  If Tenant shall fail to cause
the lien, or such claim or notice thereof,  to be discharged  within such twenty
(20) day period,  then, in addition to any other right or remedy,  Landlord may,
but shall not be obligated to,  discharge  such lien either by paying the amount
claimed to be due or by procuring  the discharge of the lien, or claim or notice
thereof,  by bond or deposit.  Any amount so paid by Landlord  and all costs and
expenses,  including without limitation attorneys' fees, incurred by Landlord in
connection  therewith shall  constitute  additional rent payable by Tenant under
this  Lease and shall be paid by Tenant in full on demand of  Landlord  together
with interest  thereon at the default rate set forth in this Lease from the date
paid by Landlord. Tenant shall not have the authority to subject the interest or
estate of Landlord in the  Premises to any liens,  rights to lien,  or claims of
lien for services,  materials,  supplies,  or equipment furnished to Tenant, and
all persons  contracting  with Tenant are hereby  charged  with notice that they
must look to Tenant and to Tenant's interest only to secure payment.

13.  REPAIRS TO THE PREMISES.

     (a)  Landlord  shall  maintain in good order and repair,  subject to normal
wear and tear and to casualty and condemnation, the exterior structural portions
of the Premises,  including the foundation,  floor slabs, roof,  external walls,
exterior  canopies,  gutters,  waterspouts  and  truck  loading  ramps  and  the
Premises'  parking areas,  landscaped  areas, and entrances.  In addition to the
foregoing,  Landlord  shall be responsible  for any  replacement of the existing
heating,  ventilation and air  conditioning  system or any single repair thereof
having a cost in excess of Five Hundred  ($500.00)  Dollars which replacement or
repair  is  required  during  the  initial  sixty  (60)  months  of this  Lease.
Notwithstanding  the  foregoing,  Landlord  shall  not be  responsible  for  any
maintenance,  repair, replacement or other similar costs concerning the Premises
required or incurred by reason of any acts or omission of Tenant,  it employees,
agents,  representatives,  assigns,  or invitees.  Except as otherwise expressly
provided in this Lease, Landlord shall not be required to make any other repairs
or improvements to the Premises.  Except as otherwise expressly provided in this
Lease,  the costs of all  maintenance  and  repairs  not  expressly  required of
Landlord shall be included within Operating Expenses;  provided,  however,  that
notwithstanding  any exclusion contained in the definition of Operating Expenses
pursuant to Exhibit C of this Lease, Tenant shall be solely responsible for, and
shall reimburse  Landlord upon demand for, the costs of repairs,  alterations or
replacements  which are not  covered  by the  proceeds  of the  insurance  to be
maintained  by  Landlord  pursuant  to the  terms of this  Lease,  and which are
required as a result of (x) Tenant's actions in connection with the construction
of any  alterations  made by Tenant,  (y) Tenant's use of the Premises for other
than normal and customary business  operations,  or (z) the negligence of Tenant
or  the  officers,  shareholders,  directors,  agents,  employees,  contractors,
subtenants or invitees of Tenant.


                                       11
<PAGE>

     (b) Except as provided under  Paragraph  13(a) above,  Tenant shall, at its
own cost and  expense,  keep in good  repair  the  Premises,  including  but not
limited to windows, interior glass and plate glass, doors, store front, interior
walls and finish work, floors and floor coverings, and all ventilation, heating,
air conditioning,  plumbing, electrical and other mechanical systems serving the
Premises;  provided,  that  Tenant  shall  have no  responsibility  to repair or
correct any defect  affecting any  structural  components of the Premises  which
defects were in existence prior to and on the Commencement Date. In addition, to
the foregoing,  Tenant shall  maintain in good care and condition,  the Premises
and its  fixtures  and  permit no waste,  except  normal  wear and tear with due
consideration  for the purpose for which the Premises are leased.  Tenant agrees
to cause and pay for the heating,  ventilation and air  conditioning  system for
the Premises to continue to be maintained under the service  agreement  utilized
by Landlord for such purpose prior to the Commencement Date. Any and all repairs
required under this Paragraph, although paid for by Tenant, will be performed by
Landlord.

14.  ENTRY BY LANDLORD.

     Landlord  or its  agents  may enter the  Premises  at  reasonable  hours to
exhibit same to  prospective  purchasers or tenants,  to inspect the Premises to
see that Tenant is complying with all of its obligations hereunder,  and to make
repairs,  improvements,  alterations  or  additions  which  Landlord  shall deem
necessary for the safety,  preservation  or  improvement  of the Premises or for
compliance with applicable  laws;  provided,  however,  that (i) Landlord shall,
except in the case of emergency,  afford Tenant reasonable prior notification of
any  entry  into the  Premises  to the  extent  reasonably  practical  under the
circumstances  and, to the extent reasonably  practical under the circumstances,
permit  a  representative  of  Tenant  to  accompany  Landlord  or  its  agents,
employees,  or independent  contractors  while such parties are in the Premises,
and (ii) Landlord shall use reasonable efforts not to materially  interfere with
Tenant's  operations  within the Premises in connection  with any such entry and
performance of any such repairs, additions, alterations or improvements.  Tenant
agrees to provide Landlord with entry to the Premises including a key permitting
such entry for  purposes  of  accomplishing  the  foregoing.  Landlord  shall be
allowed to take all material  into and upon the Premises that may be required to
make such  repairs,  improvements,  alterations  or additions for the benefit of
Tenant  without in any way being deemed or held guilty of an eviction of Tenant,
and the Base Monthly Rental,  Additional Rent and other charges  hereunder shall
in no wise abate while said repairs, improvements,  alterations or additions are
being made,  except to the extent  otherwise  provided in  Paragraphs  17 and 18
below. All such repairs,  improvements,  alterations and additions shall be done
during ordinary business hours, or, if any such work is at the request of Tenant
to be done during any other hours, Tenant shall pay for all overtime costs.

15.  DEFAULT AND REMEDIES.

     (a) The  occurrence  of any of the  following  shall  constitute  events of
Default (a "Default") by Tenant under this Lease:

          (i) the entry of an order for  relief or the  filing of any  voluntary
     petition  or  similar  pleading  under  any  section  or  sections  of  any
     bankruptcy or insolvency  act by or against Tenant or any guarantor of this


                                       12
<PAGE>

     Lease or the institution of any voluntary or involuntary  proceeding in any
     court or tribunal to declare Tenant or any guarantor of this Lease bankrupt
     or  insolvent or unable to pay its debts as they mature and, in the case of
     an involuntary  petition or  proceeding,  the petition or proceeding is not
     dismissed  within thirty (30) days from the date it is filed, or the making
     of an  assignment  for  the  benefit  of its  creditors  by  Tenant  or any
     guarantor of this Lease,  or the  appointment  of a trustee or receiver for
     Tenant or any  guarantor  of this Lease or for the major  part of  Tenant's
     property or the Property of any such guarantor;

          (ii) Tenant's  failure to pay any Rent or other amount as and when due
     hereunder  including  without  limit  installment  of Base Monthly  Rental,
     Additional  Rent  or  advances  for  the  Landlord  Work  as and  when  due
     hereunder,  if such nonpayment continues for five (5) or more calendar days
     after due;

          (iii) Tenant's default in the prompt and full performance of any other
     obligation,  term or provision  of this Lease and Tenant`s  failure to cure
     such default  within  fifteen (15) calendar  days after  written  demand by
     Landlord that the default be cured (unless the default involves a hazardous
     condition  or other  violation  of  applicable  laws,  which shall be cured
     immediately forthwith upon Landlord's demand);

          (iv) The  levy,  execution  or  attachment  against  assets  of Tenant
     located in the Premises;

          (v) Tenant's  failure to take  possession or occupancy of the Premises
     within thirty (30) days after the Commencement  Date, or Tenant's desertion
     or abandonment of the Premises (or any substantial  portion thereof),  even
     though Tenant continues to pay Rent hereunder,  for a period of thirty (30)
     calendar days following  Landlord's  written notice to Tenant of such event
     of default, unless Tenant's failure to occupy the Premises is the result of
     casualty or condemnation or remodeling; or

          (vi)  Tenant's  failure to obtain and  deliver  the Davis  Guaranty to
     Landlord as required under  Paragraph 28 of this Lease or the occurrence of
     any event  provided  under said  Paragraph 28 as giving rise to a potential
     "Default" under this Lease.

     (b) In the event of any  Default  as  aforesaid  by  Tenant,  Landlord,  in
addition  to any and all  other  rights  or  remedies  it may  have at law or in
equity,  shall  have the  option of  pursuing  any one or more of the  following
remedies:

          (i) Landlord may terminate this Lease by giving notice of termination,
     in which event this Lease shall expire and terminate on the date  specified
     in such notice of  termination,  and all rights of Tenant  under this Lease
     and in and to the  Premises  shall expire and  terminate,  and Tenant shall
     remain  liable for all  obligations  under  this  Lease,  and Tenant  shall
     surrender the Premises to Landlord on the date specified in such notice;


                                       13
<PAGE>

          (ii)  Landlord may recover from Tenant all damages  Landlord may incur
     by reason of Tenant's default, including,  without limitation, in the event
     Landlord terminates this Lease as provided in subparagraph (i) above, a sum
     which, at the date of such  termination,  represents the then present value
     (calculated  at the rate of eight  percent (8%)  interest per annum) of the
     excess,  if any, of (A) the Base Monthly Rental,  Additional  Rent, and all
     other 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 date  hereinbefore  set for the expiration of the full Term hereby
     granted,  over (B) the then fair market rental value of the Premises  (less
     reasonable brokerage commissions,  attorneys' fees and other costs relating
     to the reletting of the Premises) for the same period,  all of which excess
     sum shall be deemed  immediately due and payable (it being agreed that such
     payment shall not constitute a penalty or forfeiture  but shall  constitute
     liquidated damages with respect to Tenant's  obligations for the payment of
     Rent under this Lease;

          (iii) In the event  Landlord  does not elect to terminate  this Lease,
     and until  Landlord makes such election,  Landlord  nevertheless  may, from
     time to time without  terminating this Lease, and without  releasing Tenant
     in whole or in part from Tenant's  obligation  to pay Base Monthly  Rental,
     Additional  Rent, and all other amounts due under this Lease and to perform
     all of the  covenants,  conditions and agreements to be performed by Tenant
     as provided in this Lease, terminate Tenant's right of possession and enter
     upon and take possession of the Premises and expel or remove Tenant and any
     other person who may be  occupying  the  Premises or any part  thereof,  by
     entry,  dispossessory suit or otherwise,  and, if Landlord so elects,  make
     such  alterations  and  repairs as may be  necessary  in order to relet the
     Premises; and, after making such alterations and repairs, Landlord may, but
     shall not be obligated  to, relet the Premises or any part thereof for such
     term or terms  (which  may be for term  extending  beyond  the Term of this
     Lease) at such rental or rentals  and upon such other terms and  conditions
     as Landlord in its sole  discretion may deem advisable or acceptable,  with
     or without advertisement, and by private negotiations, and receive the rent
     therefor;  and upon any such  reletting,  all rentals  received by Landlord
     from  such  reletting  shall  be  applied,  first,  to the  payment  of any
     indebtedness  other  than  Base  Monthly  Rental  and  Additional  Rent due
     hereunder from Tenant to Landlord,  second, to the payment of any costs and
     expenses of such reletting,  including  brokerage fees and attorney's fees,
     and costs of such  alterations  and repairs,  third,  to the payment of the
     Base  Monthly  Rental,  Additional  Rent  and  other  charges  (except  for
     reimbursements  owed from Tenant to Landlord  for any  Landlord  Work which
     shall at all  times  remain  Tenant's  sole and  additional  responsibility
     hereunder)  as the same may become due and payable  hereunder.  In no event
     shall Tenant be entitled to any excess rental received by Landlord over and
     above  charges that Tenant is obligated to pay  hereunder,  including  Base
     Monthly Rental,  Additional  Rent and all other charges;  provided that any
     such excess  rental  shall be credited  against any other  amounts  owed by
     Tenant to Landlord hereunder (except for reimbursements owed from Tenant to
     Landlord  for any Landlord  Work which shall at all times  remain  Tenant's
     sole and additional responsibility  hereunder),  including any subsequently
     occurring  rental  deficiency.  If the rentals received from such reletting


                                       14
<PAGE>

     during any month are less than those to be paid during such month by Tenant
     hereunder,  including Base Monthly  Rental,  Additional  Rent and any other
     charges  (except for  reimbursements  owed from Tenant to Landlord  for any
     Landlord Work which shall at all times remain  Tenant's sole and additional
     responsibility  hereunder),   Tenant  shall  pay  any  such  deficiency  to
     Landlord,  which  deficiency  shall be calculated and paid monthly.  Tenant
     shall also pay  Landlord as soon as  ascertained  and upon demand all costs
     and expenses  incurred by Landlord in connection with such reletting and in
     making any  alterations  and  repairs  which are not covered by the rentals
     received from such reletting.  Notwithstanding  any such reletting  without
     termination,  Landlord may at any time  thereafter  elect to terminate this
     Lease for such previous breach by written notice to Tenant; and/or

          (iv) Landlord may enter upon the Premises and/or do whatever Tenant is
     obligated  to do under  the  terms of this  Lease;  and  Tenant  agrees  to
     reimburse   Landlord  on  demand  for  any  expenses   including,   without
     limitation,  reasonable  attorneys'  fees,  which  Landlord  incurs in thus
     effecting compliance with Tenant's obligations under this Lease.

     (c)  Landlord's  reentry,  demand for  possession,  notice that the tenancy
hereby created will be terminated on the date therein  named,  institution of an
action of  forcible  detainer or  ejectment  or the  entering of a judgment  for
possession in such action or any other act or acts resulting in the  termination
Tenant's  right to  possession  of the  Premises  shall not relieve  Tenant from
Tenant's  obligation to pay all sums due hereunder,  except as herein  expressly
provided.  Landlord may collect and receive any Base Monthly Rental,  Additional
Rent,  or other  charges  due from  Tenant,  and the payment  thereof  shall not
constitute a waiver of or affect any notice or demand given,  suit instituted or
judgment obtained by Landlord,  or be held to waive, affect,  change,  modify or
alter the rights or remedies which Landlord has in equity or at law or by virtue
of this Lease.

     (d) In the event Landlord  commences any proceedings for nonpayment of Base
Monthly Rental,  Additional  Rent, or other sums due hereunder,  Tenant will not
interpose  any  counterclaim  of  whatever  nature or  description  which is not
directly related to Tenant's  obligation to pay such amounts under this Lease in
any proceeding.  This shall not,  however,  be construed as a waiver of Tenant's
right to assert such claims in any separate action or actions brought by Tenant.
Tenant  hereby  expressly  and  voluntarily  waives any right to jury trial with
respect to any action brought under or with respect to this Lease,  and Landlord
and Tenant acknowledge and agree that any such action must be brought in a court
located in either Cobb County, Georgia, or Fulton County Georgia, as selected by
Landlord, and having jurisdiction therein.

     (e) Any Base Monthly Rental,  Additional Rent, or other sums owed by Tenant
to Landlord  hereunder  which are not paid within five (5)  calendar  days after
Tenant's  receipt of notice  that same is due shall bear  interest  at a rate of
interest equal to the rate of interest announced by First Union National Bank as
its base rate or  reference  rate (which  rate shall  change  automatically  and
simultaneously  from time to time with each change in the announced base rate or
reference rate) plus two percent (2%) per annum (the "Default Rate"),  but in no


                                       15
<PAGE>

event in excess of the maximum  lawful  rate,  from the  original due date until
paid-in-full.  In addition,  Tenant acknowledges that late payments by Tenant to
Landlord  of amounts  due from  Tenant  under this Lease will cause  Landlord to
incur costs not otherwise  contemplated by this Lease, the exact amount of which
is extremely  difficult or impracticable to determine.  Such costs include,  but
are not limited to, processing and accounting charges,  late charges that may be
imposed on  Landlord  by the terms of any  encumbrance  or notes  secured by any
encumbrance  covering the Premises  and late charges and  penalties  that may be
imposed due to late payment of Operating Expenses.  Therefore, if an installment
of Base Monthly Rental,  Additional Rent, or other amount due from Tenant is not
received by Landlord within five (5) calendar days after the applicable due date
then,  Tenant shall pay to Landlord an additional sum equal to five percent (5%)
of the amount overdue as a late charge.  The parties  acknowledge that this late
charge represents a fair and reasonable estimate of the costs that Landlord will
incur by reason of late payment by Tenant.  Acceptance  of any late charge shall
not constitute a waiver by Landlord of Tenant's  Default (to the extent same has
occurred pursuant to subparagraph (a) above) with respect to the overdue amount,
and shall not  prevent  Landlord  from  exercising  any of the other  rights and
remedies available to Landlord for any other Default under this Lease.

     (f) Except as expressly  provided in this Lease,  Tenant  hereby waives any
and every  form of  demand  and  notice  prescribed  by  statute  or other  law,
including  with out  limitation  notice  of any  election  of  remedies  made by
Landlord  under this  Paragraph,  demand for payment of any rent,  or demand for
possession.

     (g) All rights and remedies of Landlord  created or  otherwise  existing at
law are cumulative, and the exercise of one or more rights or remedies shall not
be taken to exclude or waive the right to exercise any other.

     (h) Tenant shall and hereby  agrees to pay all costs and expenses  incurred
by Landlord in enforcing any of the covenants and  agreements of this Lease,  or
as a result of an action  brought by  Landlord  against  Tenant for an  unlawful
detainer of the  Premises,  and all such costs,  expenses  and  attorneys'  fees
shall,  if paid by Landlord,  be paid by Tenant to Landlord  within fifteen (15)
days of  Landlord's  written  demand  therefor,  together  with  interest at the
Default  Rate,  but in no event in excess of the maximum  lawful rate,  from the
date of Landlord's payment thereof.

16.  UTILITIES.

     (a) The parties  acknowledge  and agree that the  Premises  are  separately
metered for all ordinary and customary  utilities.  As a result,  from and after
the Commencement Date, Tenant shall be responsible for securing in Tenant's name
all utility services for the Premises  including without  limitation,  electric,
gas, water, sewer, trash and waste removal, janitorial, cleaning, telephone, and
other  customary  services  required  for the use and  occupancy of the Premises
contemplated hereunder. Tenant shall be responsible for paying all utility usage
or consumption fees and all such utility  deposits  attributable to the Premises
throughout the Term.  For purposes of  clarification,  "Operating  Expenses" are
defined  hereunder to include utility  charges  incurred or paid by Landlord but


                                       16
<PAGE>

shall include only those charges which are incapable of being obtained by Tenant
in its own name  (and  capable  of being  obtained  by  Landlord)  by  reason of
physical plant limitations imposed upon the Premises.

     (b)  Landlord  shall not be liable for any damages  directly or  indirectly
resulting  from the  installation,  use or  interruption  of use of any  utility
services incurred or experienced by Tenant at the Premises.

     (c) All  telephone and  communication  cable  connections  which Tenant may
desire for the Premises shall be approved by Landlord in writing before the same
are  installed,  and  the  location  of all  wires  and the  work in  connection
therewith  shall be performed by  contractors  approved by Landlord and shall be
subject to the direction of Landlord.  Landlord  reserves the right to designate
and control the entity or entities  providing  telephone or other  communication
cable  installation,  repair and maintenance in the Premises and to restrict and
control  access to  telephone  cabinets.  In the  event  Landlord  designates  a
particular  vendor or  vendors to provide  such cable  installation,  repair and
maintenance for the Premises,  Tenant agrees to abide by and participate in such
program.  Tenant shall be  responsible  for and shall pay all costs  incurred in
connection with the  installation of telephone  cables and related wiring in the
Premises,  including,  without limitation,  any hook-up,  access and maintenance
fees  related to the  installation  of such wires and cables in the Premises and
the commencement of service therein, and the maintenance thereafter of such wire
and cables. If Tenant fails to maintain all telephones cables and related wiring
in the Premises and such failure  affects or  interferes  with the  operation or
maintenance  of any other  telephone  cables or related  wiring in the Premises,
Landlord or any vendor  hired by Landlord  may enter into and upon the  Premises
forthwith  and perform such repairs,  restorations  or  alterations  as Landlord
deems  necessary in order to eliminate any such  interference  (and Landlord may
recover from Tenant all of Landlord's costs in connection  therewith).  Upon the
termination  of the  Lease,  Tenant  agrees to remove all  telephone  cables and
related  wiring  installed  by Tenant which  Landlord  shall  request  Tenant to
remove.  Tenant agrees that neither  Landlord nor any of its agents or employees
shall be liable to Tenant, or any of Tenant's  employees,  agents,  customers or
invitees  or anyone  claiming  through,  by or under  Tenant,  for any  damages,
injuries,   losses,  expenses,  claims  or  causes  of  action  because  of  any
interruption,  diminution, delay or discontinuance at any time for any reason in
the furnishing of any telephone service to the Premises.

     (d) During the Term of this Lease,  Tenant shall be entitled to utilize and
shall be responsible  for maintaining in good working order and repair both that
certain  existing  lighted sign and reader board located on the Premises as well
as that  existing  lighted sign located on the front of the building  comprising
the Premises.  All use of the  advertising  or signage  facilities and equipment
provided  herein shall be undertaken by Tenant in conformity with the applicable
Rules and  Regulations  identified  under  Paragraph  36 hereof with all signage
plates so utilized by Tenant  being  subject to the  approval of Landlord  which
approval shall not be unreasonably withheld.

17.  DESTRUCTION OF PREMISES.

     Should the  Premises be so damaged by fire or other  casualty not caused by
Tenant or Tenant's  employees,  agents,  representatives  or invitees  such that
rebuilding or repairs  cannot be completed  within one hundred eighty (180) days


                                       17
<PAGE>

from the date of such  casualty,  then either  Landlord or Tenant may  terminate
this Lease by written  notice to the other given within  thirty (30) days of the
date of such damage or destruction, in which event rent shall be abated from the
date of such damage or  destruction.  However,  if the damage or  destruction is
such that rebuilding or repairs can be completed within one hundred eighty (180)
days, Landlord covenants and agrees, subject to the provisions of this Paragraph
17 and the condition that sufficient  insurance proceeds are available to permit
and pay for same, to make such repairs with reasonable  promptness and dispatch,
and to allow  Tenant an  abatement in the rent for such time as the Premises are
untenantable  or  proportionately  for such  portion of the Premises as shall be
untenantable, and Tenant covenants and agrees that the terms of this Lease shall
not be  otherwise  affected.  Such  repairs and  restoration  relating to Tenant
Improvements  or  other  improvements  made by or for  Tenant  shall  be made at
Tenant's  expense  in  accordance  with  plans and  specifications  approved  by
Landlord  and Tenant;  provided,  however,  Landlord  shall assign to Tenant any
insurance   proceeds  from   Landlord's   insurance   policy   covering   Tenant
Improvements, up to the amount expended in accomplishing the Landlord. Except as
provided in the  preceding  sentence,  repairs and  restoration  to the Premises
required by this Lease to be  furnished  by Landlord at its expense  (other than
Tenant  Improvements)  shall be made at  Landlord's  expense.  In no event shall
Landlord  be  required  to repair or  replace  any  trade  fixtures,  furniture,
equipment or other  property  belonging to Tenant;  nor shall  Landlord have any
obligation to incur any cost to repair,  reconstruct  or restore the Premises in
excess of insurance proceeds from the casualty  necessitating such work that are
made   available  to  Landlord,   under  its  sole   control,   for  such  work.
Notwithstanding  anything to the contrary contained in this Paragraph,  Landlord
shall not have any obligation  whatsoever to repair,  reconstruct or restore the
Premises  when the  damage  resulting  from any  casualty  contained  under this
Paragraph  occurs  during the last twelve (12) months of the Term of this Lease,
and if Landlord so elects not to repair,  reconstruct  or restore the  Premises,
then this Lease shall be  terminated as of the date that such  determination  is
made.

18.  CONDEMNATION OF PREMISES.

     (a) If all or any  substantial  part of the  Premises  shall  be  taken  or
appropriated by any public or quasi-public  authority under the power of eminent
domain,  Landlord shall have the right,  at its option,  to terminate this Lease
effective as of the date  possession is taken by said  authority  (unless all of
the Premises are so taken in which case this Lease shall  terminate),  and shall
be  entitled  to any and all  income,  rent or award  and any  interest  thereon
whatsoever  which  may be paid  or  made  in  connection  with  such  public  or
quasi-public  use or  purpose.  Tenant  hereby  assigns to  Landlord  its entire
interest in any and all such awards,  and shall have no claim  against  Landlord
for the  value  of any  portion  of the  unexpired  Term.  If only a part of the
Premises  shall be so taken or  appropriated,  and  Landlord  does not  elect to
terminate  this Lease,  the Base Monthly  Rental  thereafter to be paid shall be
reduced by an amount  bearing the same ratio to the total amount of Base Monthly
Rental  as the  rentable  area of the  Premises  so taken  bears  to the  entire
Premises.


                                       18
<PAGE>

     (b) Nothing  hereinbefore  contained  shall be deemed to deny to Tenant its
right to claim from the  condemning  authority  compensation  or damages for its
trade fixtures and personal property,  provided the condemning authority makes a
separate award thereof.

19.  INSURANCE.

     (a) Tenant shall carry special  form/all-risk  coverage  insurance insuring
Tenant's  interest  in the  Tenant  Improvements  and other  betterments  to the
Premises,  including  leasehold  improvements  installed  by or for Tenant or at
Tenant's  expense,  and any and all  furniture,  equipment,  supplies  and other
property owned, leased, held or possessed by Tenant and contained therein, in an
amount equal to the full replacement cost thereof (subject to deductible amounts
reasonably  satisfactory to Landlord) and a policy of Workers'  Compensation all
in an amount reasonably satisfactory to Landlord.  Tenant shall also procure and
maintain  throughout  the  Term a  policy  or  policies  of  commercial  general
liability insurance, including contractual liability, insuring Tenant, Landlord,
and any other persons designated by Landlord,  as additional  insureds,  against
any an all  liabilities  for injury to or death of a person or  persons  and for
damage to property  occasioned by or arising out of any construction  work being
done on the Premises,  or arising out of the condition,  use or occupancy of the
Premises, or in any way occasioned by or arising out of the activities of Tenant
or its agents,  employees,  licensees or invitees in the Premises,  and adjacent
parking  areas in  amounts  not less than  $2,000,000  with  respect  to any one
casualty or occurrence and $1,000,000 with respect to property damage.

     (b)  Landlord  shall  procure and  maintain  at its  expense  (but with the
expense to be included in Operating  Expenses)  throughout  the Term a policy or
policies of special  form/all-risk  property  insurance  covering  the  Premises
(including the leasehold  improvements in the Premises constructed at Landlord's
expense,  but excluding Tenant's personal property and equipment),  in an amount
equal to the full  insurable  replacement  cost thereof (but such  insurance may
provide for a commercially reasonable deductible).  Landlord may also carry such
other types of insurance  relating to the  Premises,  the  activities  conducted
thereat and  Landlord's  ownership  interest  therein in form and amounts  which
Landlord  shall  determine  to be  appropriate  from time to time,  and the cost
thereof shall be included in Operating Expenses.  All such policies procured and
maintained  by Landlord  pursuant  to this  Paragraph  19 shall be carried  with
companies  licensed  to do  business  in the  State of  Georgia.  Any  insurance
required  to be carried by  Landlord  hereunder  may be  carried  under  blanket
policies  covering other  properties of Landlord and/or its owners or affiliates
so long as such blanket policies provide insurance at all times for the Premises
as required by this Lease.

     (c)  Landlord  and  Tenant  shall each have  included  in all  policies  of
insurance respectively obtained by them with respect to the Premises a waiver by
the insurer of all rights of  subrogation  against the other in connection  with
any loss or damage  thereby  insured  against.  So long as both  Landlord's  and
Tenant's  policies  then in force  include  such mutual  waiver of  subrogation,
Landlord and Tenant,  to the fullest  extent  permitted  by law,  each waive all
right or  recovery  against  the other for,  and agree to release the other from
liability  for,  loss or damage to the extent  such loss or damage is covered or
could be covered  by valid and  collectible  insurance  in effect at the time of
such loss or damage.  If such waiver of  subrogation  shall not be obtainable or
shall be obtainable only at a premium over that chargeable  without such waiver,


                                       19
<PAGE>

the party seeking such waiver shall notify the other thereof in writing, and the
latter shall have fifteen (15)  calendar  days in which either (i) to procure on
behalf of the  notifying  party  insurance  with such  waiver  from a company or
companies reasonably satisfactory to the notifying party or (ii) to agree to pay
such additional premium.

     (d) All insurance  policies  procured and maintained by Tenant  pursuant to
this Paragraph 19 shall:  (i) be carried with companies  licensed to do business
in the  State of  Georgia  with an A.M.  Best  rating of A- or  better,  (ii) be
noncancellable  except after thirty (30) days written notice to Landlord and any
designees of Landlord,  and (iii) shall name Landlord as an  additional  insured
thereunder  with such coverage being  separate and primary as to Landlord.  Such
policies or duly executed  certificates  of insurance with respect thereto shall
be delivered to Landlord  prior to the date that Tenant takes  possession of the
Premises,  and  renewals  thereof as required  shall be delivered to Landlord at
least thirty (30) days prior to the expiration of each respective policy.

20.  INDEMNITY BY TENANT.

     Tenant agrees to indemnify,  protect,  defend,  and hold Landlord  harmless
from  any and all  actions,  claims,  demands,  costs  and  expenses,  including
reasonable  attorneys' fees and expenses for the defense  thereof,  arising from
Tenant's  occupancy of the Premises,  from the undertaking of any alterations or
repairs to the Premises by Tenant,  from the conduct of Tenant's business on the
Premises, or from any breach or default on the part of Tenant in the performance
of any covenant or  agreement on the part of Tenant to be performed  pursuant to
the terms of this Lease,  or from any willful or  negligent  act of Tenant,  its
agents, contractors, servants, employees, customers or invitees, in or about the
Premises. In case of any action or proceeding brought against Landlord by reason
of any such claim,  upon notice from Landlord,  Tenant  covenants to defend such
action or proceeding by counsel reasonably satisfactory to Landlord.

21.  SECURITY DEPOSIT.

     As security for the faithful  performance  by Tenant  throughout the Term ,
and any extensions or renewals thereof,  of all the terms and conditions of this
Lease on the part of Tenant to be performed,  Tenant has deposited with Landlord
a deposit in the amount of Seventeen  Thousand  Five Hundred  Dollars  ($17,500)
which  .amount  shall be held by Landlord  in a  non-interest  bearing  account;
provided,  that such  amount so held  hereunder,  may be applied by  Landlord in
satisfaction  of any unpaid  obligations  owed by Tenant to Landlord  hereunder.
Upon successful completion of the initial five years of the Lease, Landlord will
refund Eight Thousand seven hundred and fifty dollars

22.  TENANT TAXES.

     Tenant shall pay promptly when due all taxes directly or indirectly imposed
or assessed upon Tenant's gross sales, income,  business operations,  machinery,
equipment,  trade fixtures and other personal property or tangible or intangible
assets,  whether  such  taxes  are  assessed  against  Tenant,  Landlord  or the
Premises.  In the event that such taxes are imposed or assessed against Landlord
or the Premises, Landlord shall furnish Tenant with all applicable tax bills and


                                       20
<PAGE>

Tenant shall forthwith pay the same either directly to the taxing  authority or,
at Landlord's option, to Landlord. In addition, in the event there is imposed at
any time a tax upon  and/or  measured by the Rent  payable by Tenant  under this
Lease,  whether  by way of a sales  or use tax or  otherwise,  Tenant  shall  be
responsible  for the  payment  of such tax and shall pay the same on or prior to
the due date thereof.

23.  USUFRUCT ONLY.

     This Lease shall create the  relationship  of landlord  and tenant  between
Landlord and Tenant;  no estate  shall pass out of  Landlord;  Tenant has only a
usufruct, not subject to levy and sale.

24.  WAIVER.

     The waiver by  Landlord of any breach of any term,  covenant  or  condition
herein contained shall not be deemed to be a waiver of any other term,  covenant
or any  subsequent  breach of the same or any other term,  covenant or condition
herein contained.  The subsequent acceptance of Base Monthly Rental,  Additional
Rent, or other sums due hereunder by Landlord shall not be deemed to be a waiver
of any  preceding  breach by Tenant of any term,  covenant or  condition of this
Lease,  other  than the  failure  of Tenant  to pay the  particular  payment  so
accepted,  regardless of Landlord's  knowledge of such  preceding  breach at the
time of acceptance of such payment. No covenant, term or condition of this Lease
shall be deemed to have been waived by Landlord unless such waiver is in writing
signed by Landlord.

25.  ENTIRE AGREEMENT.

     This Lease sets forth all the covenants, promises,  agreements,  conditions
and undertakings  between Landlord and Tenant  concerning the Premises and there
are no covenants, promises, agreements, conditions or undertakings other than as
herein set forth.  No subsequent  alteration,  amendment,  change or addition to
this  Lease,  except as to changes  or  additions  to the Rules and  Regulations
described in  Paragraph  36,  shall be binding  upon  Landlord or Tenant  unless
reduced to writing and signed by authorized representatives of each of them.

26.  LANDLORD'S CONSENT.

     In every  instance  herein in which  Landlord  is  called  upon to give its
consent, no such consent shall be binding upon Landlord unless made expressly in
a writing signed by Landlord.

27.  NOTICES.

     (a) Every  notice,  demand or request  hereunder  shall be in writing,  and
shall be  deemed to have  been  properly  given if  delivered  personally  or by
courier,  with a signed  receipt,  by  recognized  national  overnight  delivery
service  designated for overnight delivery with all delivery fees being prepaid,
or if deposited with the United States Postal Service (or any official successor


                                       21
<PAGE>

thereto) designated  certified mail, return receipt requested,  bearing adequate
postage and addressed as follows:

            If to Tenant:             Armitec, Inc.
                                      4479 Atlanta Road
                                      Smyrna, Georgia 30080
                                      Attn: Bruce Davis, President

            If to Landlord:           Feldberg Properties, LLC
                                      4485 Atlanta Road
                                      Smyrna, Georgia 30080
                                      Attn: Robert Feldberg

     Any such notice  shall be deemed  received by the party to whom it was sent
(i) in the case of personal  delivery,  recognized  national  overnight delivery
service or courier delivery,  on the date of delivery to such party, (ii) in the
case of certified  mail, the date receipt is  acknowledged on the return receipt
for such  notice,  and (iii) if delivery is rejected or refused or the  courier,
overnight  delivery  service or U.S.  Postal  Service is unable to deliver  same
because of changed  address of which no notice was given  pursuant  hereto,  the
first date of such rejection,  refusal or inability to deliver. All such notices
shall be addressed to Landlord or Tenant at their  respective  address set forth
hereinabove  or at such other  address as either  party  shall have  theretofore
given to the other by notice as herein provided.  The foregoing addresses may be
changed by thirty (30) calendar days prior written notice from time to time.

     (b)  Tenant  hereby  appoints  as its agent to receive  the  service of all
dispossessory or distraint  proceedings and notices thereunder,  and all notices
required under this Lease,  the person in charge of or occupying the Premises at
the time; and if no person is in charge or occupying  same, then such service or
notice may be made by attaching the same on the main entrance to the Premises. A
copy of all notices under this Lease shall also be sent to Tenant's last address
of which notice was given to Landlord in accordance  with this  Paragraph 27, if
different from the Premises.

28.  GUARANTY.

     In  addition,   Tenant  shall  cause  its  full  and  prompt   payment  and
satisfaction  of  any  and  all  obligations,   undertakings,   commitments  and
responsibilities  of Tenant  hereunder to be fully and personally  guaranteed by
its   shareholder   and  president,   Bruce  Davis  ("Mr.   Davis"),   and  (ii)
contemporaneously  with  Tenant's  execution  of this Lease,  cause Mr. Davis to
execute and deliver for the benefit of Landlord a Lease  Guaranty  Agreement  in
the form  attached  hereto  as  Exhibit  G and made a part  hereof  (the  "Davis
Guaranty"), failure of which shall constitute a default by Tenant hereunder. If,
at any time during the term of this Lease, (a) a bankruptcy  proceeding is filed
by or against Mr. Davis;  (b) Mr. Davis breaches the Davis  Guaranty;  or (c) if
Mr. Davis dies,  then Landlord may, at any time and upon prior written demand to
Tenant,   require  Tenant  to  deliver  to  Landlord  within  thirty  (30)  days
thereafter, either (x) a replacement Lease Guaranty in the form of Exhibit G and
being executed by such person(s) or entity(ies) as are acceptable to Landlord in
its sole  discretion,  or (y) payment in full of a sum equal to or  provision of


                                       22
<PAGE>

alternate  means of  security  assuring  payment in full of the total  aggregate
outstanding and unpaid monthly  payments of all Rent or other amounts  otherwise
thereafter  becoming  due  hereunder,   or  (iii)  declare  such  occurrence  to
constitute a Default under Paragraph 15 of this Lease.

29.  SUCCESSORS AND ASSIGNS; ATTORNMENT.

     The covenants,  conditions and agreements  herein  contained shall inure to
the benefit of and be binding upon Landlord,  its  successors  and assigns,  and
shall be binding upon Tenant, its successors and assigns, and shall inure to the
benefit of Tenant  and only such  assigns  of Tenant to whom the  assignment  by
Tenant has been consented to by Landlord.  Nothing contained in this Lease shall
in any manner restrict  Landlord's right to assign or encumber this Lease in its
sole discretion. Should Landlord assign this lease provided for above, or should
Landlord enter into a security deed or other mortgage  affecting the Premises or
this  Lease  and  should  the  holder of such deed or  mortgage  succeed  to the
interest of Landlord,  Tenant shall be bound to said assignee or any such holder
under all the terms,  covenants and  conditions of this Lease for the balance of
the Term hereof  remaining after such succession,  and Tenant shall  subordinate
and attorn to such  succeeding  party as its Landlord  under this Lease promptly
under any such succession.  Tenant agrees that should any party so succeeding to
the  interest of Landlord  require a separate  agreement  of  subordination  and
attornment  regarding the matters covered by this Lease, then Tenant shall enter
into such a subordination and attornment  agreement,  provided the same does not
modify  any of the  provisions  of this  Lease and has no  adverse  effect  upon
Tenant's  continued  occupancy of the Premises for so long as Tenant  remains in
full compliance herewith.

30.  TIME IS OF THE ESSENCE.

     Time is of the  essence  with  respect  to the  performance  of each of the
covenants  and  agreements  of this Lease;  provided,  however,  that failure of
Landlord to provide Tenant with any notification  regarding  adjustments in Base
Monthly Rental,  reimbursements for Tenant's Share of any Operating Expenses, or
any other charges provided for hereunder  within the time periods  prescribed in
this Lease shall not relieve  Tenant of its  obligation  to make such  payments,
which  payments  shall be made by Tenant at such time as notice is  subsequently
given.

31.  CAPTIONS; GOVERNING LAW.

     The captions of this Lease are for  convenience of reference only and in no
way define, limit or describe the scope or intent of this lease. The laws of the
State of Georgia shall govern the validity,  performance and enforcement of this
Lease.

32.  SEVERABILITY.

     Landlord and Tenant intend and believe that each provision in this Lease is
in accordance  with all  applicable  local,  state and federal laws and judicial
decisions.  However,  if any provision or  provisions,  or if any portion of any
provision or  provisions,  in this Lease is ultimately  determined by a court of


                                       23
<PAGE>

law to be in violation of any local, state or federal ordinance,  statute,  law,
administrative or judicial  decision,  or public policy, and if such court shall
declare  such  portion,  provision  or  provisions  of this Lease to be illegal,
invalid,  unlawful, void or unenforceable as written, then it is the intent both
of Landlord and Tenant that such portion, provision or provisions shall be given
force to the fullest possible extent that they are legal, valid and enforceable,
that the remainder of this Lease shall be construed as if such illegal, invalid,
unlawful,  void or  unenforceable  portion,  provision  or  provisions  were not
contained  herein,  and the rights,  obligations  and  interests of Landlord and
Tenant  under the  remainder  of this  Lease  shall  continue  in full force and
effect,  unless the amount of Base Monthly  Rental,  Additional  Rent,  or other
charges  payable  hereunder is thereby  decreased,  in which event  Landlord may
terminate this Lease.

33.  SUBORDINATION; ESTOPPEL CERTIFICATES.

     (a) At the option of Landlord,  Tenant  agrees that this Lease shall remain
subject and  subordinate  to all present and future  mortgages,  deeds to secure
debt  or  other  security  instruments  (the  "Security  Deeds")  affecting  the
Premises,  and Tenant  shall  promptly  execute  and  deliver to  Landlord  such
certificate  or  certificates  in writing as Landlord may  request,  showing the
subordination  of the Lease to such Security Deeds,  and in default of Tenant so
doing,  Landlord shall be and is hereby authorized and empowered to execute such
certificate  in the name of and as the act and deed of  Tenant,  this  authority
being  hereby  declared to be coupled  with an interest  and to be  irrevocable.
Tenant  shall  upon  request  from  Landlord  at any time and from  time to time
execute,  acknowledge and deliver to Landlord a written statement  certifying as
follows:  (i) that this  Lease is  unmodified  and in full  force and effect (if
there has been modification  thereof,  that the same is in full force and effect
as  modified  and  stating  the  nature  thereof);  (ii) that to the best of its
knowledge there are no uncured  defaults on the part of Landlord (or if any such
default exists, the specific nature and extent thereof); (iii) the date to which
any rents and other  charges  have been paid in advance,  if any;  and (iv) such
other matters as Landlord may reasonably request.

     (b)  Notwithstanding   anything  contained  herein  to  the  contrary,  the
subordination  of this Lease and Tenant's rights  hereunder to any Security Deed
is and shall be conditioned upon the holder of such Security Deed agreeing, in a
duly executed  writing in recordable  form  reasonably  acceptable to Tenant and
such holder, that this Lease and Tenant's rights hereunder shall not be divested
or in  any  way  affected  by  any  foreclosure  or  other  default  proceedings
thereunder  so long as there  exists  no event of  Default  under  the terms and
provisions  of this  Lease  which  has not  been  cured  by  Tenant  within  any
applicable cure period.

34.  ATTORNEYS' FEES.

     Tenant agrees to pay all attorneys'  fees and expenses the Landlord  incurs
in  enforcing  any of the  obligations  of Tenant  under this  Lease,  or in any
litigation or  negotiation in which Landlord  shall,  without its fault,  become
involved through or on account of this Lease.


                                       24
<PAGE>

35.  LIMITATION OF LIABILITY.

     Landlord's  obligations  and liability to Tenant with respect to this Lease
shall be limited  solely to  Landlord's  interest in the  Premises,  and neither
Landlord nor any of the members of Landlord, nor any officer,  director, partner
or shareholder of Landlord,  shall have any personal  liability  whatsoever with
respect to this Lease.

36.  RULES AND REGULATIONS.

     The rules and  regulations  (herein  called the  "Rules  and  Regulations")
printed upon this  instrument on the attached  Exhibit D shall be and are hereby
made a part of this Lease.  Tenant,  its employees and agents,  will perform and
abide by said Rules and Regulations,  and any reasonable amendments or additions
to said  Rules and  Regulations  as may be made  from time to time by  Landlord.
Landlord shall use reasonable  efforts to enforce the Rules and Regulations in a
uniform and  non-discriminatory  manner,  provided  that  Landlord  shall not be
liable to Tenant for the  violation of same by any other  tenant,  its servants,
employees, agents, visitors or licensees.

37.  PARKING.

     At all times during the Term of this Lease, Landlord shall provide Tenant's
employees and visitors with non-exclusive unassigned parking access to that area
identified  on Exhibit E attached  hereto and made a part  hereof from and after
the Commencement Date of this Lease. Subject to the foregoing, Tenant shall have
the  non-exclusive  use in common  with  Landlord,  other  tenants  of  adjacent
premises and their guests and invitees,  of the non-reserved  common  automobile
parking areas,  driveways and footways serving the Premises,  subject to uniform
rules and  regulations  for the use thereof as  prescribed  from time to time by
Landlord.

38.  HAZARDOUS MATERIALS.

     Tenant  represents and warrants to Landlord that no portion of the Premises
will be used for the use, handling,  storage,  production or introduction of any
Hazardous  Materials  as such are  generally  defined with respect to current or
future environmental  regulations and/or laws. Without limiting any other rights
that Landlord may have at law or in equity,  Tenant hereby indemnifies  Landlord
and agrees to hold Landlord harmless from and against all liens, demands, suits,
actions, proceedings,  disbursements,  liabilities, losses, litigation, damages,
judgments, obligations,  penalties, injuries, costs, expenses (including without
limitation,  attorneys'  and  experts'  fees) and  claims of any and every  kind
whatsoever paid, incurred,  suffered by, or asserted against Landlord and/or the
Premises for,  with respect to, or as a direct or indirect  result or failure by
Tenant to comply  with this  Paragraph.  In the event that Tenant is notified of
any  investigation or violation of any  environmental  law arising from Tenant's
activities at or occupancy of the Premises,  Tenant shall immediately deliver to
Landlord a copy of such notice.


                                       25
<PAGE>

39.  FINANCIAL STATEMENTS.

         Upon or before the effective date hereof, and thereafter upon
Landlord's written request therefor, but not more often than once per year,
Tenant shall promptly furnish to Landlord a financial statement with respect to
Tenant (and any guarantor of this Lease) for its most recent fiscal year
prepared in accordance with generally accepted accounting principles and
certified to be true and correct by Tenant, and such other financial information
as Landlord may reasonably request. Landlord agrees to keep confidential and not
use such financial statements and information, except in connection with the
administration or enforcement of this Lease, a proposed sale of the Premises, or
the consummation or administration of loan transactions involving the Premises.

            [The remainder of this page is intentionally left blank.
                   Signatures are contained on the next page.]













                                       26
<PAGE>




     IN WITNESS WHEREOF,  the parties have herein set their hands and seals, the
day and year set forth opposite their respective  signature below,  effective as
of the date first above written.


                                             LANDLORD:
                                             ---------

Signed,  sealed and delivered  this          FELDBERG PROPERTIES, LLC, a Georgia
____ day of  ______,  2001,  in the          limited  liability  company
presence of:
                                             By:________________________________
                                                 Its: Member

___________________________________
Notary Public
My Commission Expires:

___________________________________
[NOTARIAL SEAL]

                                             TENANT:
                                             -------

Signed,  sealed and delivered  this          ARMITEC, INC
____ day of  ______,  2001,  in the
presence of:                                 By:________________________________
                                             Name:______________________________
                                             Title:_____________________________

___________________________________
Notary Public

My Commission Expires:                       Attest:____________________________
                                             Name:______________________________
___________________________________          Title:_____________________________

[NOTARIAL SEAL]                                          [CORPORATE SEAL]

The  undersigned  are  parties  to this  Agreement  solely for the  purposes  of
acknowledging   their  agreement  to  Paragraph  8(c)  of  the  foregoing  Lease
Agreement.

MASSELL COMMERCIAL REAL ESTATE               MCWHIRTER REALTY CORP.

By:________________________________          By:________________________________
Its: ______________________________          Its: ______________________________



                                       27
<PAGE>

                                    EXHIBIT A

                             Description of Premises














                             Exhibit A Page 1 of 1

<PAGE>


                                   EXHIBIT A-1

                         Description of Warehouse Space









                            Exhibit A-1 Page 1 of 1

<PAGE>

                                    EXHIBIT B

                                   WORK LETTER

     This Exhibit B sets forth the work required to complete all improvements to
the Premises so that the Premises  are suitable for Tenant's  full  occupancy in
accordance  with  Paragraph 3 of this Lease.  The work described in Section 1 of
this  Exhibit B is  referred  to in this Lease as  "Landlord  Work." The parties
agree to perform or cause to be performed the Landlord  Work in accordance  with
this Work  Letter.  The  parties  acknowledge  and agree that in no event  shall
Landlord be  responsible  or liable for  incurring or paying costs not otherwise
approved  in advance  thereof by Landlord in  planning,  designing,  initiating,
conducting  and  completing  the  Landlord  Work  hereunder.  It is all parties'
intention and agreement  that Tenant shall be solely and fully  responsible  for
and shall  reimburse or advance to Landlord all costs incurred in performing the
Landlord Work hereunder.

     The work  described  in Section 2 of this  Exhibit B is referred to in this
Lease as "Additional  Work." Landlord agrees to perform or cause to be performed
the  Additional  Work in  accordance  with this Work Letter.  It is all parties'
intention and agreement that Landlord shall be solely and fully  responsible for
all costs incurred in performing the Additional Work hereunder.

     The work  described  in Section 3 of this  Exhibit B is referred to in this
Lease as "Tenant  Work." Tenant shall be solely  responsible  for  performing or
causing to be performed the Tenant Work from and after the  Possession  Date all
in accordance with this Work Letter. It is all parties'  intention and agreement
that  Tenant  shall be solely and fully  responsible  for all costs  incurred in
performing the Tenant Work  hereunder and Landlord shall have no  responsibility
therefore.

     Accordingly, Landlord and Tenant agree to the following:

     1.   Landlord Work

          1.1  Content.  Reconfiguration  of  internal  non load  bearing  walls
               including removal of existing  sheetrock and doors,  installation
               of new  sheetrock  and  doors,  and  reconfiguration  of  ceiling
               required  by such  alterations  all as  mutually  agreed  between
               Landlord and Tenant. Included in such work shall be all necessary
               modifications  or additions  required to cause the Premises as so
               constructed to comply with the American with Disabilities Act.

          1.2  Plans.  Landlord and Tenant shall  coordinate the  formulation of
               plans and  specifications  (the "Plans") for the  construction of
               the  Landlord   Work  and  shall  engage  such  design  or  other
               professionals  necessary to formulate the same.  Such Plans shall
               be  submitted  to not less than two  contractors  for purposes of


                             Exhibit B Page 1 of 3
<PAGE>

               obtaining bids to perform such Landlord Work.  Copies of all such
               bids shall be provided to Tenant and Landlord  shall consult with
               Tenant with respect thereto;  provided that Landlord shall select
               and hire the contractor  who shall be responsible  for performing
               the Landlord Work hereunder.  If Tenant  requests  changes to the
               agreed Plans, then Tenant shall cause the contractor  responsible
               for the  Landlord  Work to submit to Landlord  for  approval  the
               necessary   details   and   costs  of  such   requested   changes
               (hereinafter  referred to as a "Change Order").  Landlord retains
               the right to approve or accept any such Change Order.  If denied,
               Landlord  shall have no  responsibility  for any Change Order nor
               shall the same be implemented. If accepted, all work contemplated
               under such Change Order shall constitute  Landlord Work hereunder
               with all costs  thereof  being  borne by  Tenant as  contemplated
               hereunder.  Landlord shall not be  responsible  for any delays in
               the  completion  of the Landlord Work  resulting  from any Change
               Order.

          1.3  Design Fees. All fees and expenses charged for the preparation of
               the Plans and  obtaining  all  permits  necessary  to conduct the
               Landlord  Work shall be paid  one-half  (1/2) by each of Landlord
               and Tenant.  The foregoing  shall not relieve  Tenant of its sole
               and  exclusive  responsibility  for paying for all Landlord  Work
               hereunder.

          1.4  Construction.  Landlord  shall  cause  the  Landlord  Work  to be
               constructed  substantially in accordance with the Plans. Landlord
               Work shall be deemed  substantially  complete for purposes of the
               Lease upon  Landlord's  delivery to Tenant of a certificate  from
               the  responsible  contractor  that  the  Landlord  Work  has been
               completed  substantially  in accordance  with the Plans,  subject
               only to normal punchlist items.

          1.5  Tenant  Delays.  If  Landlord  shall  be  delayed  in  completing
               Landlord  Work as a  result  of (i)  Change  Orders,  or (ii) the
               failure  or delay by  Tenant  to pay to  Landlord  those  amounts
               required under  Paragraph 1.7 above,  or (ii)  interference  with
               Landlord Work by Tenant,  then Tenant agrees that the cost of the
               Landlord  Work shall  include  any  additional  cost to  Landlord
               resulting from any of the foregoing  failures,  acts or omissions
               of Tenant.  In addition,  if  substantial  completion of Landlord
               Work is delayed  due to the  occurrence  of any of the  foregoing
               events or due to any act or omission of Tenant or Tenant's agents
               or  contractors,  then  for  purposes  of the  Lease  substantial
               completion  shall be deemed to have occurred on the date when the
               Landlord  Work would have been  substantially  completed  but for
               such delay.

     2.   Additional Work Prior to the Possession Date, Landlord shall undertake
          and complete or cause to be  undertaken  and  completed  the following
          activities with respect to the Premises: (i) carpet shall be furnished


                             Exhibit B Page 2 of 3
<PAGE>

          in all areas other than the  bathrooms,  kitchen and  warehouse  and a
          fully  installed  cost not to exceed  $16 per  square  yard,  (ii) all
          sheetrock and block walls within the office space  (including  the one
          office  located  in the  warehouse)  shall  be  painted  (all  parties
          acknowledge  and agree that the Warehouse Space shall not be painted),
          (iii) all broken,  damaged or stained  ceiling tiles will be replaced,
          (iv) all  lights  shall be in  working  order  with all  lenses  being
          inserted  in any 2' by 4'  fixtures,  (v)  all  non-functional  wires,
          cables and other  debris  hanging  below or from the ceiling  shall be
          removed,  (vi) all tile floors,  including  bathrooms and the kitchen,
          shall be stripped and waxed, and (vii) the Warehouse Space floor shall
          be swept,  provided,  that no such  sweeping  shall be  required  with
          respect to any Warehouse Space occupied by Tenant.

     3.   Tenant Work

          3.1  Tenant's  Installations.  Tenant  shall,  at its  sole  cost  and
               expense,  cause  the  installation  of  all  improvements  in the
               Premises  not included in the Plans,  including,  but not limited
               to,  delivering and installing  furniture,  telephone  equipment,
               telephone  and  data  wiring,  and  office  equipment;  provided,
               however, that all such improvements shall be subject to the terms
               and  conditions of this Lease.  Tenant shall adopt a schedule for
               performing  such work that is  consistent  with the  schedule for
               Landlord  Work, and shall see that such work is conducted in such
               a manner as to maintain  harmonious labor relations and as not to
               interfere with or delay the Landlord Work.

          3.2  Tenant's Access. Tenant's access to the Premises for the purposes
               of  completing  Tenant  Work shall at all times be subject to the
               control and  restrictions  of  Landlord  and to all of the terms,
               covenants, provisions and conditions of the Lease. Landlord shall
               not be liable in any way for any injury, loss or damage which may
               occur to any of Tenant's  decorations or  installations  so made,
               the same being solely at Tenant's risk. Worker's compensation and
               public liability insurance and property damage insurance,  all in
               amounts and with companies and on forms satisfactory to Landlord,
               shall be provided and at all times  maintained  by Tenant and its
               contractors engaged in the performance of Tenant Work, and before
               proceeding  with the Tenant Work,  certificates of such insurance
               shall be furnished to Landlord.


                             Exhibit B Page 3 of 3

<PAGE>

                                    EXHIBIT C
                               OPERATING EXPENSES


     "Operating  Expenses" shall mean the operating costs and expenses  incurred
and  paid  for by  Landlord  and  being  attributable  to all or any part of the
Premises, as hereinafter defined and delineated as follows:

     1. Costs and expenses paid or incurred by Landlord for the  maintenance and
repair of the building  constituting  and located on the Premises,  its grounds,
and parking areas and  facilities  and the personal  property used in connection
therewith,  including  but not  limited  to (i)  subject  to the  provisions  of
Paragraph  13 of  the  Lease,  the  heating,  ventilating  and  air-conditioning
equipment,  (ii) plumbing,  electrical and mechanical systems and equipment, and
(iii) light bulbs and broken glass, including replacement thereof;

     2. Cleaning and janitorial  costs and expenses,  including  window cleaning
expenses;

     3.  Utility  costs and  expenses  including,  but not limited to, those for
electricity,  gas,  steam,  other  fuels  and  forms of power or  energy,  water
charges, sewer and waste disposal, heating and air conditioning;

     4. Costs of all repairs, alterations,  additions, changes, replacements and
other items  required by any law or  governmental  regulation  imposed after the
date of this Lease  ("Legally  Mandated  Capital  Improvements"),  regardless of
whether  such costs,  when  incurred,  are  classified  as capital  expenditures
(provided that any such costs which are classified capital expenditures shall be
amortized, with interest);

     5. Costs of wages and  salaries  of all persons  engaged in the  operation,
maintenance, repair and security of the Premises, and so-called fringe benefits,
including  social  security  taxes,  unemployment  insurance  taxes,  costs  for
providing   coverage   for   disability   benefits,   costs  of  any   pensions,
hospitalization,  welfare  or  retirement  plans,  or any other  similar or like
expense,  costs of uniforms,  and all other costs or expenses that Landlord pays
to or on behalf of employees engaged in the operation,  maintenance,  repair and
security of the Premises;

     6. Charges of any independent  contractor who, under contract with Landlord
or  its  manager  or  representatives,  does  any  of  the  work  of  operating,
maintaining or repairing the Premises;

     7. Legal and  accounting  expenses,  including,  but not  limited  to, such
expenses as relate to seeking or obtaining  reductions in and/or refunds of real
estate taxes;

     8.  Amortization,  with  interest,  of  capital  expenditures  for  capital
improvements  made by  Landlord  where  such  capital  improvements  are for the
purpose of, or result in, reducing Operating Expenses;

                             Exhibit C Page 1 of 3

<PAGE>

     9.  Landlord's  insurance  costs and  expenses  for all types of  insurance
carried by Landlord;

     10. Security service costs and expenses;

     11.  Expenses  incurred in the  purchase  or  acquisition  of material  and
supplies in connection with all of the foregoing expenses;

     12. Taxes,  which shall mean (i) personal  property taxes  (attributable to
the  year in  which  paid)  imposed  upon the  furniture,  fixtures,  machinery,
equipment,  apparatus,  systems and  appurtenances  used in connection  with the
Premises for the operation  thereof,  and (ii) real estate  taxes,  assessments,
sewer rents,  rates and charges,  transit taxes, taxes based upon the receipt of
rent  and any  other  federal,  state  or local  governmental  charge,  general,
special,  ordinary or extraordinary (but not including income or franchise taxes
or any other taxes  imposed  upon or measured by  Landlord's  income or profits,
unless the same shall be imposed in lieu of real estate  taxes) which may now or
hereafter  be levied or assessed  against all or any part of the Premises or the
contents  or  appurtenances   thereof,   any  other   improvements   hereinafter
constructed  on the  Premises,  or the rents  derived from the Premises and such
other improvements (in case of special taxes or assessments which may be payable
in installments, only the amount of each installment paid during a calendar year
shall be included in Operating Expenses for that year);

     13. Such other expenses paid by Landlord,  from time to time, in connection
with the  operation and  maintenance  of the Premises as would be expected to be
paid by a  reasonable  and prudent  operator  and manager of a building and site
comparable to the Premises ("Comparable Buildings").

     Notwithstanding  any  other  provision  of  this  Lease  to  the  contrary,
Operating Expenses shall not include the following:

     (i) except to the extent caused or made  necessary by the acts or omissions
     of Tenant or its agents, representatives,  employees or invitees, the costs
     of repairs, alterations or replacements to the foundations, exterior walls,
     load bearing beams or columns, floor slabs, exterior canopies,  gutters and
     waterspouts,  the  roof  and the  truck  loading  ramps  at the rear of the
     Premises  all  of  which  are  considered   capital   improvements   and/or
     replacements under generally accepted  accounting  principles  consistently
     applied,  unless such  alterations or changes are Legally  Mandated Capital
     Improvements;

     (ii) costs  incurred  by  Landlord  to remedy any  defects in the  original
     design,  construction,  construction  materials  or  installations  of  the
     Premises;

     (iii) costs  incurred by Landlord  for the repair of damage to the Premises
     (exclusive  of   deductibles   or  other  amounts  for  which  Landlord  is
     responsible),  to the extent  that  Landlord  is  reimbursed  by  insurance
     proceeds;
]
                             Exhibit C Page 2 of 3
<PAGE>


     (iv) interest,  principal,  points and fees on debts or amortization on any
     mortgage or mortgages or any other debt instruments  encumbering all or any
     part of the Premises;

     (v) reserves for bad debts or for future improvements,  repairs, additions,
     etc.



                             Exhibit C Page 3 of 3
<PAGE>

                                    EXHIBIT D

                              Rules and Regulations

     1. The  sidewalks and public  portions of the Premises,  such as entrances,
passages, courts, elevators,  vestibules,  stairways,  corridors or halls, shall
not be  obstructed  or  encumbered  by Tenant or used for any purpose other than
ingress and egress to and from the Premises.

     2. No sign,  advertisement,  notice or other  lettering shall be exhibited,
inscribed,  painted  or  affixed  by  Tenant on any part of the  outside  of the
Premises  or on doors,  windows or  corridor  walls.  Signs on doors  shall,  at
Tenant's  expense,  be  inscribed,  painted or affixed  for each  tenant by sign
makers  approved by Landlord.  In the event of the violation of the foregoing by
Tenant,  Landlord  may remove  same  without  any  liability  and may charge the
expense incurred by such removal to Tenant.

     3. The sashes, sash doors, skylights, windows, heating, ventilating and air
conditioning vents and doors that reflect or admit light and air into the halls,
passageways  or other  public  places in the  Premises  shall not be  covered or
obstructed by Tenant.

     4. The water and wash closets and other plumbing fixtures shall not be used
for any  purposes  other  than  those for which  they were  constructed,  and no
sweepings,  rubbish,  rags or other  substances  shall be  thrown  therein.  All
damages  resulting from any misuse of the fixtures shall be borne by Tenant,  if
caused by it or its agents, employees, contractors, licensees or invitees.

     5. No bicycles,  vehicles or animals  (except  Seeing Eye dogs) of any kind
shall be brought into or keep in or about the  Premises.  Tenant shall not cause
or permit any unusual or  objectionable  odors to be  produced  upon or permeate
from the Premises.

     6. Tenant shall not make, or permit to be made,  any unseemly or disturbing
noises or disturb or interfere  with occupants of the  neighboring  buildings or
premises or those having  business with them,  whether by the use of any musical
instrument,  radio, talking machine, unmusical noise, whistling,  singing, or in
any other way.

     7. Neither  Tenant,  nor any of Tenant's  agents,  employees,  contractors,
licensees  or  invitees,  shall at any  time  bring  or keep  upon the  Premises
flammable,  combustible or explosive  fluid, or chemical  substance,  other than
reasonable  amounts  of  cleaning  fluids or  solvents  required  in the  normal
operation of Tenant's  business  offices.  No offensive gases or liquids will be
permitted.

     8. No additional locks or bolts of any kind shall be placed upon any of the
doors or windows by Tenant,  nor shall any changes be made in existing  locks or

                             Exhibit D Page 1 of 2
<PAGE>

the mechanism thereof, without the prior written approval of Landlord and unless
and  until  a  duplicate  key is  delivered  to  Landlord.  Tenant  shall,  upon
termination of its tenancy,  restore to Landlord all keys of stores, offices and
toilet rooms,  either furnished to, or otherwise procured by, Tenant, and in the
event of the loss of any keys so  furnished,  Tenant  shall pay to Landlord  the
cost thereof.

     9. Landlord shall have the right to prohibit advertising by Tenant which in
Landlord's  opinion  tends to  impair  the  reputation  of the  Premises  or its
desirability  as a building for offices,  and upon written notice from Landlord,
Tenant shall refrain from or discontinue such advertising.

     10.  The  Premises  shall not be used for  lodging or  sleeping  or for any
immoral or illegal purpose.

     11. Canvassing, soliciting and peddling in the Premises are prohibited, and
Tenant shall cooperate to prevent the same.

     12. No painting  shall be done,  nor shall any  alterations be made, to any
part of the Premises by putting up or changing any partitions, doors or windows,
nor shall there be any  nailing,  boring or screwing  into the woodwork or walls
other than  installation of reasonable  shelving and display units necessary for
Tenant's  conduct of its  business at the  Premises  which units can and will be
removed by Tenant  without  damage to the Premises,  nor shall any connection be
made to the electric wires or electric fixtures,  without the consent in writing
on each  occasion of  Landlord.  No sunscreen or other films shall be applied to
the interior surface of any window glass.  All glass,  locks and trimmings in or
upon the doors and windows of the  Premises  shall be kept  whole,  and when any
part thereof shall be broken, the same shall be immediately replaced or repaired
and put in order at Tenant's expense under the direction and to the satisfaction
of Landlord, and shall be left whole and in good repair.

     13. Parking  facilities  supplied by Landlord for Tenant,  if any, shall be
used by vehicles that may occupy a standard parking area only. Moreover, the use
of such parking facilities shall be limited to normal business parking and shall
not be used for a continuous parking of any vehicle regardless of size.

     14.  Landlord  reserves the right to modify or delete any of the  foregoing
Rules  and  Regulations  and  to  make  such  other  and  reasonable  rules  and
regulations  as in its  judgment may from time to time be needed for the safety,
care and  cleanliness of the Premises,  and for the  preservation  of good order
therein.


                             Exhibit D Page 2 of 2
<PAGE>

                                    EXHIBIT E

                                     Parking








                             Exhibit E Page 1 of 1
<PAGE>

                                    EXHIBIT G

                             FORM OF LEASE GUARANTY


                                 LEASE GUARANTY

     WHEREAS,  ARMITEC,  INC. ("Tenant"),  desires to enter into a certain Lease
(the "Lease") with FELDBERG PROPERTIES,  I, LLC (the "Landlord") with respect to
certain premises located,  or to be located, at 4479 South Atlanta Road, Smyrna,
Georgia 30080 (the "Premises"); and

     WHEREAS,   the  Landlord  has   required  the   undersigned,   BRUCE  DAVIS
("Guarantor")  to provide this Lease  Guaranty as a condition of the  Landlord's
entering into the Lease with the Tenant;

     NOW,  THEREFORE,  in  consideration  of the sum of Ten and  No/100  Dollars
($10.00),  receipt of which is hereby acknowledged,  and of the execution of the
Lease  by  Landlord,  Guarantor  does  hereby  unconditionally  and  irrevocably
guarantee to the  Landlord,  its  successors  and  assigns,  the full and prompt
payment and  performance  by Tenant,  its successors and assigns of all Rent and
other amounts and all obligations of any nature  whatsoever under the Lease, and
the full, faithful, and prompt performance and observance of each and all of the
terms,  covenants,  and  conditions of the Lease to be kept and performed by the
Tenant,   its   successors  or  assigns  under  the  Lease   (collectively   the
"Obligations").  Guarantor hereby covenants and agrees to and with Landlord, its
successors and assigns,  that if Tenant,  its successors or assigns shall at any
time default in the payment or  performance  of any  Obligation,  Guarantor will
forthwith  immediately  pay or  perform  or cause to be paid or  performed  such
Obligations and will faithfully  thereafter  continue to perform and fulfill all
of such Obligations and will forthwith pay to Landlord all damages and all costs
and expenses that may arise in  consequence  of any such default by Tenant,  its
successors  or assigns,  under the Lease,  including,  without  limitation,  all
attorneys'  fees,  court costs,  and other expenses and costs and  disbursements
incurred by Landlord in the enforcement of this Guaranty.

     This  Guaranty is an absolute  and  unconditional  guarantee of payment and
performance  and shall be a continuing  guarantee on the payment and performance
in  full  of all  of the  aforesaid  Obligations  of  Tenant  under  the  Lease.
Guarantor's  liability hereunder is direct and may be enforced in a joint action
against  Guarantor and Tenant or in a separate and  independent  action  against
Guarantor  without Landlord being required to resort to any other right,  remedy
or security,  and this Guaranty  shall be  enforceable  against  Guarantor,  its
successors  and assigns,  without the  necessity of any suit or  proceedings  on
Landlord's part of any kind or nature whatsoever  against Tenant, its successors
and assigns.  Guarantor  hereby  expressly  consents and agrees that any of such
actions against  Guarantor may be brought and pursued  against  Guarantor in the
county or judicial  district or circuit in which any suit may be  maintained  as
against Tenant under the Lease.


                             Exhibit G Page 1 of 3
<PAGE>


     This Guaranty  shall remain in full force and effect without regard to, and
shall not be released, discharged or in any way impaired by (a) any amendment or
modification  of, or supplement to, or extension or renewal of, the Lease or any
assignment or transfer  thereof;  (b) any exercise or non-exercise of any right,
power,  remedy or privilege under or in respect of the Lease or this Guaranty or
any  waiver,  consent  or  approval  by  Landlord  with  respect  to  any of the
covenants,  terms,  conditions  or  agreements  contained  in the  Lease  or any
indulgences,  forbearances  or extensions of time for  performance or observance
allowed  to  Tenant  from time to time and for any  length  of time;  or (c) any
bankruptcy, insolvency, reorganization,  arrangement, readjustment, composition,
liquidation  or similar  proceeding  relating  to  Tenant,  its  successors  and
assigns, or their properties or creditors. Guarantor does hereby expressly waive
any suretyship  defense it may have by virtue of any statute,  law, or ordinance
of any state or other governmental authority.

     All of  Landlord's  rights  and  remedies  under the  Lease and under  this
Guaranty are intended to be distinct, separate and cumulative, and no such right
and remedy  therein or herein  mentioned  is intended to be in exclusion of or a
waiver of any of the others.  No termination of the Lease or taking or receiving
of the premises  demised thereby shall deprive Landlord of any of its rights and
remedies  against  Guarantor  under this Guaranty.  This Guaranty shall apply to
Tenant's   Obligations   pursuant   to  any   extension,   renewal,   amendment,
modification,  and  supplement  of  or to  the  Lease  as  well  as to  Tenant's
Obligations  under the Lease during the original term thereof in accordance with
the original provisions thereof.

     Guarantor  warrants  and  represents  that (i) he has the  legal  right and
capacity to enter into this Guaranty, (ii) he has a direct financial interest in
the  making of the  Lease,  and (iii) he is  solvent.  Guarantor  hereby  waives
presentment, demand for performance, notice of non-performance,  protest, notice
of protest, notice of dishonor, and notice of acceptance.

     Landlord may,  without notice,  assign this Guaranty in connection with its
assignment of the Lease, and in such event,  each and every successive  assignee
of the Lease and of this Guaranty  shall have the right to enforce this Guaranty
as fully as if such assignee were named herein.

     This  Guaranty  shall be  legally  binding  upon  Guarantor  and his heirs,
successors  and  assigns  and shall  inure to the  benefit of  Landlord  and its
successors and assigns.


                             Exhibit G Page 2 of 3
<PAGE>

     IN WITNESS  WHEREOF,  the  undersigned  Guarantor,  intending to be legally
bound, has executed,  sealed and delivered this Lease Guaranty this _____ day of
December, 2001.




Signed, sealed and delivered on the      GUARANTOR:
____ day of  December,  2001 in the      ---------
presence of:


____________________________                                              (Seal)
                                         _________________________________
Notary Public                            BRUCE DAVIS
My Commission Expires:                   Social Security No.____________________


____________________________
         (Seal)









                             Exhibit G Page 3 of 3