Quality Systems, Inc.
                                    Form 10-K

                                  Exhibit 10.14
      Lease Agreement between Company and Tower Place, L.P. dated November
                     15, 2000, commencing February 5, 2001.

<PAGE>

                            TOWER PLACE OFFICE LEASE

                                 by and between

                                TOWER PLACE, L.P.

                          a Georgia Limited Partnership

                                       and

                              QUALITY SYSTEMS, INC.

                            a California corporation

                                November 15, 2000

                                Atlanta, Georgia

<PAGE>

                                TABLE OF CONTENTS

ARTICLE I FUNDAMENTAL PROVISIONS, EXHIBITS AND DEFINITIONS .........    4
   1.1   FUNDAMENTAL PROVISIONS ....................................    4
   1.2   EXHIBITS ..................................................    5
   1.3   DEFINITIONS ...............................................    5

ARTICLE II GRANT AND TERM ..........................................    7
   2.1   PREMISES ..................................................    7
   2.2   TERM ......................................................    7

ARTICLE III RENT ...................................................    7
   3.1   BASE RENTAL ...............................................    7
   3.2   BASE RENTAL ADJUSTMENT ....................................    7
   3.3   OPERATING EXPENSES INCREASE ...............................    7
   3.4   GENERAL PROVISIONS REGARDING RENT .........................    8
   3.5   INITIAL INSTALLMENT .......................................    9
   3.6   SECURITY DEPOSIT ..........................................    9
   3.7   LANDLORD'S SECURITY INTEREST ..............................    9

ARTICLE IV RIGHTS AND DUTIES DURING LEASE TERM .....................    9
   4.1   PREPARATION OF THE PREMISES ...............................    9
   4.2   SERVICES ..................................................   10
   4.3   LIABILITY OF LANDLORD .....................................   10
   4.4   REPAIRS BY LANDLORD .......................................   10
   4.5   RIGHTS OF LANDLORD TO ENTER PREMISES ......................   10
   4.6   AGREEMENTS OF TENANT ......................................   11
   4.7   SIGNS .....................................................   11
   4.8   BUILDING NAME .............................................   12
   4.9   HAZARDOUS MATERIALS .......................................   12
   4.10  INSURANCE .................................................   12
   4.11  LIENS .....................................................   13

ARTICLE V ASSIGNMENT AND SUBLETTING ................................   13
   5.1   ASSIGNMENT AND SUBLETTING .................................   13

ARTICLE VI DEFAULT AND REMEDIES ....................................   14
   6.1   EVENTS OF DEFAULT .........................................   14
   6.2   REMEDIES ..................................................   14

ARTICLE VII DESTRUCTION OR DAMAGE; CONDEMNATION ....................   15
   7.1   DESTRUCTION OF OR DAMAGE TO PREMISES ......................   15
   7.2   EMINENT DOMAIN ............................................   15
   7.3   DETERMINATION OF TIME REQUIRED TO REBUILD .................   15
   7.4   PARTIAL DESTRUCTION OR TAKING .............................   16

ARTICLE VIII ADDITIONAL PROVISIONS .................................   16
   8.1   ADDRESSES - NOTICES .......................................   16
   8.2   MANAGER ...................................................   17
   8.3   SURRENDER OF PREMISES .....................................   17
   8.4   HOLDING OVER ..............................................   17
   8.5   BROKER ....................................................   17
   8.6   WAIVER OF RIGHTS ..........................................   17
   8.7   WAIVER OF HOMESTEAD AND EXEMPTION; BANKRUPTCY OF TENANT ...   17
   8.8   NO ESTATE IN LAND; RELATIONSHIP OF THE PARTIES ............   18
   8.9   RECORDING .................................................   18
   8.10  GOVERNMENTAL REGULATIONS ..................................   18
   8.11  SUBORDINATION AND ATTORNMENT: .............................   19
   8.12  ESTOPPEL CERTIFICATION ....................................   19
   8.13  SEVERABILITY ..............................................   19
   8.14  CAPTIONS ..................................................   20
   8.15  SUCCESSORS AND ASSIGNS ....................................   20
   8.16  SALE OF BUILDING ..........................................   20
   8.17  TRANSFER OF TENANTS .......................................   20
   8.18  GOVERNING LAW .............................................   20
   8.19  TIME IS OF ESSENCE ........................................   20
   8.20  LIMITATION OF LIABILITY ...................................   20
   8.21  EXECUTION .................................................   20
   8.22  MULTIPLE TENANTS ..........................................   20
   8.23  FORCE MAJEURE .............................................   20
   8.24  QUIET ENJOYMENT ...........................................   20
   8.25  ATTORNEYS' FEES ...........................................   20
   8.26  ALTERATIONS IN COMPOSITION OF COMMON AREAS ................   20
   8.27  PARKING ...................................................   21
   8.28  SPECIAL STIPULATIONS ......................................   21
   8.29  AUTHORIZATION .............................................   21

<PAGE>

                            TOWER PLACE OFFICE LEASE

            THIS TOWER PLACE OFFICE LEASE (this "Lease") is made as of this 15th
day of Nov., 2000 by and between TOWER PLACE, L.P., a Georgia Limited
Partnership (herein called "Landlord"), and Quality Systems, Inc., a California
Corporation (herein called "Tenant").

                                    ARTICLE I

                FUNDAMENTAL PROVISIONS. EXHIBITS AND DEFINITIONS

      1.1 FUNDAMENTAL PROVISIONS: The following is a summary of certain
fundamental provisions of the Lease:

<TABLE>
            <S>                                              <C>
            (a) Landlord:                                    Tower Place, L.P., a Georgia Limited Partnership;

            (b) Tenant:                                      Quality Systems, Inc., a California Corporation

            (c) Premises:                                    Suite 450

            (d) Building:                                    3340 Peachtree Road N.E., Tower Place, Atlanta, Georgia;

            (e) Stipulated Square Footage (Premises):        Approximately 7,720 rentable square feet;

            (t) Stipulated Square Footage (Building):        609,882 rentable square feet;

            (g) Base Rental:                                 Subject to adjustment in accordance with the provisions
                                                             of Section 3.2 hereof, One Hundred Eighty Nine One
                                                             Hundred Forty, 00/100 DOLLARS ($189,140.00) per annum,
                                                             payable monthly in advance in equal installments of
                                                             Fifteen Thousand Seven Hundred Sixty One, 67/100 DOLLARS
                                                             ($15,761.67) per month;

            (h) Initial Installment:                         Fifteen Thousand Seven Hundred Sixty One, 67/100 DOLLARS ($15,761.67);

            (i) Security Deposit:                            $0;

            (j) Base Year:                                   Calendar year 2001;

            (k) Tenant's Share:                              1.27 percent (1.27%);

            (l) Anticipated Commencement Date:               February 1, 2001; the actual Commencement Date shall be
                                                             determined in accordance with the provisions of Section
                                                             2.2 and confirmed in the Commencement Date Agreement;

            (m) Expiration Date:                             Five (5) years and (0) months after the Commencement
                                                             Date (unless the Commencement Date occurs on other than
                                                             the first day of a calendar month, in which case the
                                                             Expiration Date shall be the last day of the calendar
                                                             month in which foregoing date occurs);

            (n) Tenant's Address for Notices:                Prior to Commencement Date:

                                                             17822 E. 17th Street
                                                             Suite 210
                                                             Tustin, California 92780

                                                             Following Commencement Date:

                                                             Tower Place
                                                             Suite 450
                                                             3340 Peachtree Road, NE
                                                             Atlanta, Georgia 30326
                                                             Attn:

            (0) Manager:                                     Regent Partners, Inc., a Georgia Corporation;

            (p) Landlord's Broker:                           Regent Partners, Inc., a Georgia Corporation;

            (q) Tenant's Broker:                             The Brannen Goddard Company, a Georgia Corporation and

            (r) Maximum Number of Parking Spaces Available
                to Tenant as of the Commencement Date:       Twenty Four (24).
</TABLE>

<PAGE>

It is understood that the foregoing is intended as a summary of certain portions
of the Lease and is intended for convenience only. If there is a conflict
between the above summary and any provisions of this Lease hereafter set forth,
the latter shall govern and control.

        1.2 EXHIBITS: The following exhibits are attached to this Lease, are by
this reference incorporated into the Lease and made a part hereof and are to be
construed as part of this Lease:

                           Special Stipulations
      EXHIBIT "A"    -     Floor Plan(s) of Premises;
      EXHIBIT "B"    -     Legal Description - Tower Place Complex;
      EXHIBIT "C"    -     Commencement Date Agreement (form);
      EXHIBIT "D"    -     Operating Expenses;
      EXHIBIT "E"    -     Work Schedule;
      EXHIBIT "F"    -     Rules and Regulations; and
      EXHIBIT "G"    -     Estoppel Certificate

      1.3 DEFINITIONS: The following terms, as defined below, are used generally
in this Lease, in addition to other terms defined herein:

            (a) Base Rental means the annual rental provided in Section 1.1
(g) above which is payable pursuant to Section 3.1 and as same may be adjusted
in accordance with the provisions of Section 3.2;

            (b) Base Year means the calendar year stipulated in Section 1.1
(j);

            (c) Building means the 29-story office building located in the Tower
Place Complex and having a street address of 3340 Peachtree Road N.E., Atlanta,
Georgia, together with any additions, replacements or alterations to same;

            (d) Commencement Date means the date on which the Lease Term begins
as determined in accordance with the provisions of Section 2.2 and as
memorialized by Landlord and Tenant in the Commencement Date Agreement. The
Anticipated Commencement Date is as set forth in Section 1.1(1) above;

            (e) Commencement Date Agreement means the agreement to be executed
by Landlord and Tenant to memorialize the Commencement Date. The Commencement
Date Agreement shall be in the form attached as Exhibit "C", with the blanks
appearing thereon completed in accordance with the provisions hereof;

            (f) Common Area or Common Areas means all areas, whether improved or
unimproved, within the exterior boundaries of the Tower Place Complex which are
now or hereafter made available for the nonexclusive use, convenience and
benefit of Landlord and Tenant and other tenants of the Tower Place Complex,
their employees, agents, customers, invitees and licensees, including, without
limiting the generality of the foregoing, malls, walkways, driveways, curbs,
gutters, sidewalks, corridors, loading zones, service areas, signs, courts,
paving, lighting and landscaped and planted areas. The meaning of "Common Area"
or "Common Areas" may be expanded, contracted or otherwise altered in accordance
with the provisions of Section 8.26;

            (g) *

            (h) Estimated Operating Expense Increase means Landlord's estimate
of (a) the amount by which the Operating Expenses for an Expense Increase Year
will be in excess of the Operating Expense Base multiplied by (b) Tenant's
Share;

            (i) Estimated Operating Statement means a statement rendered to
Tenant setting forth: (A) Landlord's reasonable estimate of the projected
Operating Expenses for the then-current Expense Increase Year, (B) a computation
of the Estimated Operating Expense Increase due for the then-current Expense
Increase Year, (C) a computation of the monthly Estimated Operating Expense
Increase installments to be paid by Tenant pursuant to the Estimated Operating
Statement, being one-twelfth (1/12) of the amount determined pursuant to clause
(B) above, and (D) a computation of the amount due Landlord, or credit due
Tenant, in respect of the lapsed months of the then-current Expense Increase
Year;

            (j) Expense Increase Year means each calendar year, commencing with
the calendar year following the Base Year, falling, in whole or in part, within
the Lease Term;

            (k) Expiration Date means the date provided or determined as set
forth in Section 1.1(m) above;

            (l) Initial Installment means the amount stipulated in Section
1.1(h), equal to one monthly installment of the initial Base Rental, which has
been paid by Tenant to Landlord under the provisions of Section 3.5;

            (m) Landlord's Broker means the entity designated in Section 1.1(p);

                                                                ----------------
                                                                LANDLORD
                                                                Initials
                                                                ----------------
                                                                TENANT
                                                                Initials
                                                                ----------------


<PAGE>

            (n) Landlord's Mortgage means any or all mortgages, deeds to secure
debt, deeds of trust or other instruments in the nature thereof which may now or
hereafter affect or encumber Landlord's title to the Tower Place Complex, the
Building or the Premises, and all modifications, renewals, consolidations,
extensions or replacements thereof;

            (o) Lease Term means that period of time beginning on the
Commencement Date and ending on the Expiration Date, as same may be extended or
renewed in accordance with any renewal or extension option expressly provided by
this Lease;

            (p) Manager means any entity appointed by Landlord to manage the
Building and/or perform all or certain of Landlord's obligations under this
Lease. The Manager as of the date hereof is stated in Section 1.1 (0);

            (q) Operating Expense Base means, subject to Section 3.3(d) hereof,
Operating Expenses for the Building for the Base Year;

            (r) Operating Expense Increase means the payments to be made by
Tenant to Landlord in the amounts, at the times and in the manner provided for
by Section 3.3;

            (s) Operating Expenses are defined in Exhibit "D", which is attached
hereto, and are subject to Section 3.3(d) hereof;

            (t) Operating Statement means a statement setting forth (1) the
Operating Expenses for an Expense Increase Year, (2) a computation of the total
Operating Expense Increase payable by Tenant for such Expense Increase Year, (3)
an accounting for Estimated Operating Expense Increase payments, if any, made
during such Expense Increase Year and (4) the amount of Operating Expense
Increase then payable to Landlord, or the credit in respect thereof to which
Tenant is entitled, for such Expense Increase Year, taking into account (with
respect to any such credit) any increase in Estimated Operating Expense Increase
payments due Landlord pursuant to any Estimated Operating Statement also
rendered with respect to the then-current Expense Increase Year;

            (u) *

            (v) Premises means that space in the Building described in Section
1.1(c) and more particularly identified by diagonal lines or shaded area on the
floor plan(s) attached as Exhibit "A" to this Lease;

            (w) Rules and Regulations mean the agreements of Tenant concerning
the operation and/or use of the Building and/or the Tower Place Complex
contained in the attached Exhibit "F", as same may be modified or replaced from
time to time by Landlord in its sole, but reasonable, discretion;

            (x) Security Deposit means the amount stipulated in Section 1.1(i),
which sum has been deposited by Tenant with Landlord under the provisions of
Section 3.6;

            (y) Tenant's Broker means the entity, if any, designated in Section
1.1 (q);

            (z) Tenant's Share means that number, stated as a percentage,
determined by dividing the number of rentable square feet in the Premises
(which, for purposes of this provision, Landlord and Tenant stipulate to be as
set forth in Section 1.1 (e) as of the date hereof) by the number of rentable
square feet in the Building (which, for purposes of this provision, Landlord and
Tenant stipulate so be as set forth in Section 1.1(f) as of the date hereof).
Therefore, Tenant's Share shall be as stated in Section 1. 1(k) as of the date
hereof;

            (aa) Total Rent means, collectively, the Base Rental and the
Operating Expense Increase;

            (bb) Tower Place Complex means that certain mixed-use development
situated on the property more particularly described in Exhibit "B" attached
hereto, which development includes, without limitation, a twenty-nine (29)-story
office building, a five (5)-story office building, retail facilities, a six
(6)-story hotel, surface and deck parking and associated plazas, plazas,
sidewalks and other Common Areas, facilities and improvements, as same may be
altered, enlarged or reconfigured from time to time. The Building is a portion
of the Tower Place Complex; and

            (cc) Work Schedule means Exhibit "E" which is attached to this
Lease.

                                   ARTICLE II

                                 GRANT AND TERM

      2.1 PREMISES: Landlord, for and in consideration of the rents, covenants,
agreements and stipulations herein contained to be paid, kept and performed by
Tenant, has leased and rented, and by these presents leases and rents the
Premises to Tenant, and Tenant hereby leases the Premises from Landlord upon all
the terms and conditions hereof. No easement for light or air is included in the
Premises or given by this Lease. The Premises shall be used for the purpose of
general office use and for no other purposes.

      2.2 TERM: Tenant takes and accepts the Premises from Landlord upon the
terms and conditions herein contained, to have and to hold the same for the
Lease Term, unless this Lease terminates earlier. The Lease Term shall begin on
the Commencement Date, which shall be, subject to the provisions of the Work
Schedule, the later of the Anticipated Commencement Date or the date upon which
initial improvements to the Premises, if any, to be made by Landlord in
accordance with the Work Schedule have been substantially completed. To the
extent any improvements are to be made by

                                                                ----------------
                                                                LANDLORD
                                                                Initials
                                                                ----------------
                                                                TENANT
                                                                Initials
                                                                ----------------

<PAGE>

Landlord in the Premises in accordance with the Work Schedule, such improvements
shall be deemed so be "substantially completed" when Landlord, in its reasonable
judgment and in consultation with its architects and/or contractors, certifies
to Tenant that (i) such improvements have been substantially completed and (ii)
any certificate of occupancy necessary for Tenant's occupancy of the Premises in
accordance with the provisions of this Lease has been duly issued.

                                   ARTICLE III

                                      RENT

      3.1 BASE RENTAL: Tenant covenants and agrees to pay to Landlord the Base
Rental stipulated in Section 1.1(g), as same may be adjusted in accordance with
Section 3.2 below. The Base Rental (as so adjusted from time to time) shall be
payable monthly in advance in equal installments (initially as set out in
Section 1.1 (g), but as hereafter adjusted in accordance with Section 3.2) on
the first (1st) day of every calendar month during the Lease Term, prorated as
appropriate for partial months. If the Lease Term commences on other than the
first day of any calendar month, the first installment of Base Rental shall be a
prorated amount based upon the actual number of days in such month and shall be
due and payable on the Commencement Date.

      3.2 * See Sepcial Stipulations #1.

      3.3 OPERATING EXPENSE INCREASE:

            (a) Tenant covenants and agrees to pay to Landlord, as Operating
Expense Increase for each Expense Increase Year during the Lease Term, a sum
computed by subtracting the Operating Expense Base from the Operating Expenses
shown on the Operating Statement for the Expense Increase Year in question, and
multiplying the result by Tenant's Share. Under no circumstances shall Tenant be
entitled to any refund of or credit against Operating Expenses for any Expense
Increase Year should Operating Expenses ever be less than the Operating Expense
Base. Within one hundred twenty (120) days after the expiration of each Expense
Increase Year, Landlord shall furnish Tenant with an Operating Statement. The
Operating Expense Increase shall, except as provided in paragraph (b) of this
Section 3.3, be due from Tenant thirty (30) days after the rendering of the
Operating Statement for such Expense Increase Year.

            (b) Landlord may render an Estimated Operating Statement for any
Expense Increase Year. If and when so rendered from time to time, Tenant shall
pay to Landlord in advance on the first day of each calendar month the monthly
Estimated Operating Expense Increase installments provided for in such Estimated
Operating Statement, such payments to continue until another Estimated Operating
Statement is rendered. Upon the rendering of an Operating Statement for any
Expense Increase Year for which Estimated Operating Expense Increase
installments were paid by Tenant, Tenant shall, within thirty (30) days
thereafter, pay to Landlord the sum of (x) the excess, if any, of the Operating
Expense Increase due for such Expense Increase Year over the monthly Estimated
Operating Expense Increase installments paid by Tenant in respect of such
Expense Increase Year and (y) the excess, if any, of the Estimated Operating
Expense Increase installments due for the current Expense Increase Year, as
shown on the current Estimated Operating Statement, over the Estimated Operating
Expense Increase installments then being paid by Tenant multiplied by the number
of months which shall have elapsed, in whole or in part, since the commencement
of the current Expense Increase Year. If Tenant's Estimated Operating Expense
Increase installments for the prior or current Expense Increase Year shall
exceed the Operating Expense Increase due for the prior Expense Increase Year or
the Estimated Operating Expense Increase due for the current Expense Increase
Year, respectively, such excess shall first be credited against any amounts
shown due on the Operating Statement and the Estimated Operating Statement and
the balance, if any, shall be credited against the next succeeding installment
or installments of Operating Expense Increase or Estimated Operating Expense
Increase becoming due hereunder; provided, however, that if the Lease Term shall
expire or this Lease shall terminate prior to full application of such credit,
any balance due Tenant shall be refunded to Tenant by Landlord if Tenant is not
in default under this Lease (and, if Tenant is in default hereunder, such
balance shall be held as additional security for Tenant's performance, may be
applied by Landlord toward the cure of any such default and shall not be
refunded until any such default is completely cured by Tenant).

            (c) Operating Expense Increase shall be prorated on a daily basis
for any Expense Increase Year not wholly failing within the Lease Term.

            (d) Tenant acknowledges that certain Operating Expenses will vary
depending on overall occupancy levels in the Building. If the average occupancy
level of the Building was less than ninety-five percent (95%) of the total
rentable square footage of the Building during the Base Year or any Expense
Increase Year, the actual Operating Expenses for the Base Year or Expense
Increase Year in question, as applicable, shall be adjusted to equal Landlord's
reasonable estimate of Operating Expenses had ninety-five percent (95%) of the
total rentable square footage of the Building been occupied. Landlord and Tenant
further acknowledge that the Building is part of the larger Tower Place Complex,
and that certain of the costs of management, operation, maintenance, repair and
security of the Tower Place Complex from time to time shall be allocated among
and shared by two or more of the improvements in the Tower Place Complex
(including the Building). It is also understood that certain costs incurred with
respect to various facilities surrounding the Building may, from time to time,
be allocated (if appropriate) entirely to the Building. The determination of all
such costs and their allocation shall be made by

                                                                ----------------
                                                                LANDLORD
                                                                Initials
                                                                ----------------
                                                                TENANT
                                                                Initials
                                                                ----------------

<PAGE>

Landlord in accordance with sound accounting principles. Accordingly, the term
"Operating Expenses", as used in this Lease with respect to the Building, shall
from time to time include some of the costs, expenses, and taxes enumerated in
Exhibit "D" to this Lease which were incurred with respect to and allocated to
or shared by the Building in accordance with the foregoing. Notwithstanding the
foregoing or anything else contained in this Lease to the contrary, Tenant
understands and agrees that its rights to use other portions of the Tower Place
Complex of which the Building is a part (including the Common Areas) are those
available to the general public and that this Lease does not grant to it
additional rights of use. Specifically, but without limitation, nothing in this
Lease affords Tenant any rights of parking within the Tower Place Complex except
as may be expressly provided in Section 8.27 hereof.

      3.4 GENERAL PROVISIONS REGARDING RENT:

            (a) The provisions of this Article concerning the payment of
Operating Expense Increase shall survive the expiration or earlier termination
of the Lease Term as to any and all sums due Landlord up to the date thereof,
including Operating Expense Increase due for the last Expense Increase Year, or
portion thereof, falling within the Lease Term, which sum shall be paid promptly
by Tenant in accordance with the terms of this Article III. Within one hundred
twenty (120) days following the expiration or earlier termination of the Lease
Term, Landlord shall render a final Operating Statement, certified by Landlord,
and Landlord and Tenant shall adjust the Operating Expense Increase payment or
credit due Landlord or Tenant, as the case may be, for the last Expense Increase
Year of the Lease Term, all in accordance with the foregoing provisions of
Section 3.3.

            (b) It is understood and agreed that Tenant's payments of Operating
Expense Increase shall not be deemed payments of rental as that term is
construed in relation to governmental wage and price control or analogous
governmental actions affecting the amount of rental which Landlord may charge
Tenant. Notwithstanding the foregoing, in the event that such governmental
actions or controls prevent the application of all or any part of the provisions
of this Article III regarding the payment of Operating Expense Increase, Tenant
hereby agrees to pay as monthly rent hereunder the monthly Base Rental plus
one-twelfth (1/12) of the Operating Expense Increase which was due for the
Expense Increase Year preceding the year of the institution of such actions or
controls, but in no case to exceed the maximum rent permitted by such actions or
controls.

            (c) Tenant covenants and agrees to be liable for and to pay in a
timely manner all taxes and assessments levied or assessed against personal
property, furniture and fixtures placed by Tenant in the Premises. Further, and
in addition to the Base Rental and Operating Expense Increase, Tenant shall
reimburse Landlord, within the thirty (30) days after written demand, for any
and all taxes payable by Landlord (other than net income taxes), whether or not
now customary or within the contemplation of the parties hereto, (i) upon,
measured by or reasonably attributable to the cost or value of Tenant's
equipment, furniture, fixtures, or personal property located in the Premises, or
any leasehold improvements made in or to the Premises by or for Tenant,
regardless of whether such improvements were constructed by Landlord or Tenant
and regardless of whether title to such improvements shall be in the name of
Landlord or Tenant; (ii) upon, measured by or reasonably attributable to the
Total Rent payable hereunder, or any component thereof, levied by any
governmental body with respect to the receipt of such Total Rent; (iii) upon or
with respect to the possession, leasing, operation, management, maintenance,
alteration, repair, use or occupancy by Tenant of the Premises or any portion
thereof; and, (iv) upon this transaction or any document to which Tenant is a
party creating or transferring rights, an interest or an estate in the Premises.
In the event that it shall not be lawful for Tenant so to reimburse Landlord,
the monthly Base Rental payable to Landlord under this Lease shall, to the
maximum extent permitted by law, be revised to net Landlord the same net Base
Rental after imposition of any such tax upon Landlord as would have been payable
to Landlord prior to the imposition of any such tax. Tenant shall also be solely
liable for any taxes, including rental, sales and use taxes, assessed directly
against Tenant by any governmental authority.

            (d) It is understood and agreed that Base Rental and Operating
Expense Increase shall be due and payable as provided herein, without set off or
deduction whatsoever. Base Rental, Operating Expense Increase and each and every
other charge, fee, cost or expense which Tenant is obligated or liable to pay
to, refund to or reimburse Landlord shall, for the purposes of the default
provisions of this Lease, be deemed additional rental due from Tenant, and
Tenant's failure to so pay, refund or reimburse when due shall entitle Landlord
to all the remedies provided for herein and at law or in equity on account of
failure to pay rent.

            (e) Base Rental, Operating Expense Increase and other sums due
hereunder shall be paid in legal tender at Manager's address set forth in
Section 8.1, or to such other address as may be specified by Landlord by notice
given from time to time as provided in such Section 8.1. No payment by Tenant or
receipt by Landlord of a lesser amount than the monthly installment of Base
Rental or any other component of Total Rent due under this Lease shall be deemed
to be other than on account of the earliest Base Rental or other such component
of Total Rent due hereunder, nor shall any endorsement or statement on any check
or any letter accompanying any check or payment of Total Rent (or any portion
thereof) be deemed an accord and satisfaction, and Landlord may accept such
check or payment without prejudice to Landlord's right to recover the balance of
such Total Rent or to pursue any other remedy provided in this Lease or under
applicable law.

            (f) Delay by Landlord in providing Tenant with any statements
regarding Operating Expense Increase shall not relieve Tenant from the
obligation to pay Operating Expense Increase upon the rendering of such
statements.

      3.5 INITIAL INSTALLMENT: Simultaneously with the execution of this Lease,
Tenant has paid to Landlord, and Landlord hereby acknowledges the receipt of,
the Initial Installment. Such sum shall be applied by Landlord to the first
monthly installment(s) of Base Rental as they become due hereunder. In the event
Tenant fails to take possession of the Premises in accordance with all the terms
hereof, such sum 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.

      3.6 *

                                                                ----------------
                                                                LANDLORD
                                                                Initials
                                                                ----------------
                                                                TENANT
                                                                Initials
                                                                ----------------

<PAGE>

*

      3.7 LANDLORD'S SECURITY INTEREST: In addition to any landlord's lien
arising at law or by statute, Landlord shall have, at all times, and Tenant
hereby grants to Landlord a valid security interest, to secure payment of Total
Rent and other sums of money becoming due hereunder from Tenant, and to secure
performance by Tenant of any covenant, agreement or condition contained herein,
in and upon all goods, wares, equipment, fixtures, furniture, improvements and
other personal property of Tenant presently or which may hereinafter be situated
in the Premises, and all proceeds therefrom, and such property shall not be
removed therefrom without the consent of Landlord until all arranges in Total
Rent as well as any and all other sums of money then due to Landlord hereunder
shall first have been paid and discharged and all of the covenants, agreements,
and conditions hereof have been fully complied with and performed by Tenant.
This provision shall be considered a security agreement and, in consideration of
this Lease, upon the occurrence of an Event of Default by Tenant, Landlord may,
in addition to any other remedies provided herein, exercise all remedies granted
a "Secured Party" under the Uniform Commercial Code in force in the State of
Georgia. Without limitation, Landlord may enter upon the Premises and take
possession of any and all goods, wares, equipment, fixtures, furniture,
improvements, and other personal property of Tenant situated on or in the
Premises, without liability for trespass or conversion, and sell the same at
public or private sale, with or without having such property at the sale, after
giving Tenant reasonable notice of the time and place of any public sale or of
the time after which any private sale is to be made, for cash or on credit, or
for such price and terms as Landlord deems best, at which sale the Landlord or
its assigns may purchase unless otherwise prohibited by law. Unless otherwise
provided by law, and without intending to exclude any other manner of giving
Tenant reasonable notice, the requirement of reasonable notice shall be met if
such notice is given in the manner prescribed in Section 8.1 of this Lease at
least five (5) days before the time of sale. Landlord may also, at its option,
foreclose the lien created hereby in the manner and form provided for the
foreclosure of security instruments or in any other manner permitted by law. The
proceeds from any such disposition, less any and all expenses connected with the
taking of possession, holding and selling of the property (including reasonable
attorneys' fees and other expenses), shall be applied as a credit against the
indebtedness secured by the security interest granted in this Section 3.7. Any
surplus shall be paid to Tenant or as otherwise required by law, and Tenant
shall pay any deficiencies forthwith. Upon request by Landlord, Tenant agrees to
execute and deliver to Landlord a financing statement or statements (and
continuation statements as necessary) in form sufficient to perfect the security
interest of Landlord in the aforementioned property and proceeds thereof under
the provisions of the Uniform Commercial Code in force in the State of Georgia.
Any statutory or common law lien for rent is not hereby waived, the security
interest herein granted being in addition and supplementary thereto.

                                   ARTICLE IV

                       RIGHTS AND DUTIES DURING LEASE TERM

      4.1 PREPARATION OF THE PREMISES:

            (a) Tenant acknowledges that it has inspected the Premises, that
Landlord has made no representations or warranties whatsoever respecting the
condition thereof or otherwise and that, except as may be expressly provided to
the contrary in the Work Schedule, Landlord has no obligation or duty to make
any alterations, improvements or repairs whatsoever in and to the Premises to
make same ready for Tenant's use and occupancy and Tenant takes and accepts the
Premises in their present "as is" condition. By occupying the Premises, Tenant
shall be deemed conclusively to have accepted the Premises as complying fully
with Landlord's covenants and obligations.

            (b) Initial improvements to the Premises, if any, shall be governed
by the Work Schedule.

            (c) If the installation of improvements in the Premises causes an
increase in the ad valorem taxes levied or assessed on the Building, Tenant
shall reimburse any such increase to Landlord within thirty (30) days following
written demand by Landlord as contemplated by Section 3.4(c).

            (d) Within thirty (30) days after the Commencement Date, Tenant will
execute and deliver to Landlord the Commencement Date Agreement.

      4.2 SERVICES: Landlord agrees to provide to Tenant, as Landlord deems
reasonably necessary, the following services (the cost of which, unless
specifically required to be paid for directly by Tenant, shall be included
within Operating Expenses):

            (a) General cleaning and janitorial service during the times and in
the manner such janitorial service is customarily furnished in similar office
buildings in the metropolitan Atlanta, Georgia, area;

            (b) Heating, air-conditioning and elevator service daily on Mondays
through Fridays, inclusive, from 8:00 A.M. to 6:00 P.M. and on Saturdays from
8:00 AM. to 1:00 P.M., with New Year's Day, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day, Christmas Day and other days observed generally as
holidays by a majority of the privately-owned businesses in Atlanta, Georgia
excepted. At least one elevator per elevator bank shall be operated at all other
hours and on all other days. Should Tenant desire either heating or air
conditioning at other times, Landlord agrees to provide same upon written
request by Tenant delivered to the Building's Manager during normal business
hours at least twenty-four (24) hours prior to the time when such service is
desired. Any additional service so provided shall be at Tenants expense at such
hourly rates as may be determined from time to time by Landlord, which charge
Tenant shall promptly pay upon being

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billed therefore. Landlord reserves the right to prohibit the use of heat
generating machines and equipment unless and until Tenant makes arrangements,
acceptable to Landlord, to install and maintain supplementary air-conditioning
equipment in the Premises at Tenant's cost and expense, and the costs of
operation of such shall be paid by Tenant on the Base Rental payment dates at
such rates as are established by Landlord; provided, however, that the
maintenance of such supplementary air-conditioning equipment shall be solely
Tenant's, and not Landlord's, duty and responsibility;

            (c) 110 volt electric current for lighting and for usual and normal
electric power for office space, all from existing electric circuits designated
by Landlord for Tenant's use. Landlord reserves the right to meter the Premises
or any portion thereof separately, and if the Premises (or any portions thereof)
are so separately metered, Tenant shall pay for all electricity furnished to the
Premises which is so separately metered. Tenant shall not, without Landlord's
prior written consent, use any equipment, including, without limitation,
electronic data processing machines, punch card machines, duplicating machines,
main frame computers, photocopiers, printers or any other machines which use
electric current in excess of 110 volts, which will increase the amount of
electricity ordinarily furnished for the use of the Premises as general office
space or which require clean circuits or other special distribution circuits. If
Tenant desires additional 110 volt electrical power beyond that supplied by
Landlord as provided above, electric current in excess of 110 volts, or other
special power requirements or circuits, then Tenant may request Landlord to
provide such supplemental power to the Premises, which request Landlord may
grant or withhold in its reasonable discretion. If Landlord furnishes such power
or circuits, Tenant shall pay Landlord, on demand, the cost of the design,
installation, and maintenance of the facilities required to provide such
additional or special electric power or circuits and the cost of all electric
current so provided at a rate not to exceed the actual cost to Landlord for such
current. Landlord may require separate electrical metering of such supplemental
electrical power or circuits to the Premises, and Tenant shall pay, on demand,
the cost of the design, installation, and maintenance of such metering
facilities. In no event shall Tenant have access to any electrical closets in
the Building, it being agreed that any electrical engineering design or contract
work shall be performed by Landlord or an electrical engineer and/or electrical
contractor designated by Landlord at Tenant's expense; See Special Stipulation
#2

            (d) Common use restrooms and toilets with hot and cold running
water; and

            (e) Drinking water available on each floor of the Building.

      4.3 LIABILITY OF LANDLORD: Landlord shall not be liable to Tenant in any
manner whatsoever for failure to furnish or delay in furnishing any service or
services provided for in this Lease and no such failure or delay shall
constitute actual or constructive eviction of Tenant or operate to relieve
Tenant from the prompt and punctual performance of each and all the covenants to
be performed herein by Tenant. Except in the case of Landlord's negligence,
Landlord shall also not be liable to Tenant for damage to person or property
caused by defects in, or repairs to, the cooling, heating, electric, water,
elevator or other apparatus or systems or by water discharged from sprinkler
systems, if any, in the Building; likewise, Landlord shall not be liable to
Tenant for the theft, mysterious disappearance, or loss of any property of
Tenant whether from the Premises or any part of the Building or Tower Place
Complex. Landlord agrees to make reasonable efforts to protect Tenant from
interference or disturbance by third persons, including other tenants; however
except in the case of Landlord's negligence, Landlord shall not be liable, and
Tenant shall not be relieved from its obligations hereunder, for any such
interference or disturbance, whether caused by another tenant or tenants of
Landlord, or by other persons.

      4.4 REPAIRS BY LANDLORD: Landlord shall have no duty to make any repairs
or improvements to the Premises except structural repairs and repairs to the
Building's base electrical, mechanical and plumbing systems necessary for safety
and tenantability, the necessity for which (i) Landlord is notified in writing
by Tenant, and (ii) is not brought about by any act or neglect of Tenant, its
agents, employees or visitors. Landlord shall not be liable for any failure to
make repairs or to perform any maintenance required hereunder unless such
failure shall persist for an unreasonable time after written notice of the need
of such repairs or maintenance is given to Landlord by Tenant in accordance with
Section 8.1 of this Lease. Tenant waives the right to make repairs at Landlord's
expense under any law, statute or ordinance now, or hereafter in effect.

      4.5 RIGHTS OF LANDLORD TO ENTER PREMISES: Tenant shall not change the
locks on any entrance to the Premises. Upon Tenant's written request to
Landlord, Landlord agrees to make a reasonable change of locks on behalf of
Tenant and at Tenant's sole cost and expense. Landlord and its agents, employees
and contractors may enter the Premises at such times as Landlord deems
reasonably necessary or desirable to inspect and examine same, to make such
repairs, additions, alterations, and improvements as Landlord desires to make to
the Building, including, without limitation, the erection, use and maintenance
of pipes and conduits, to supply janitorial service and any other service to be
provided by Landlord to Tenant hereunder, and to exhibit the Premises to
prospective purchasers or tenants. In the event of emergency, or if otherwise
necessary to prevent injury to persons or damage to property, such entry to the
Premises may be made by force without any liability whatsoever on the part of
Landlord for any resulting damage. Landlord may also take any and all needed
materials into and through the Premises that may be required to make such
repairs, additions, alterations, and improvements, all without being liable to
Tenant in any manner whatsoever. During such time as such work is being carried
on, provided such work is carried out in a manner so as not unreasonably to
interfere with the use and occupancy of the Premises by Tenant, Total Rent (nor
any portion thereof) shall in no way abate, and, regardless of Landlord's fault,
Tenant waives any claim and cause of action against Landlord for damages by
reason of loss or interruption to Tenant's business and profits therefrom
because of the prosecution of any such work.

      4.6 AGREEMENTS OF TENANT: Tenant agrees that it shall:

            (a) at its own expense and except for the obligations of Landlord
expressly stated in Section 4.4 of this Lease, keep the Premises in good repair
and tenantable condition and indemnify Landlord against any loss, damage, or
expense arising by any failure of Tenant so to do or due to any act or neglect
of Tenant, its employees, agents or visitors;

            (b) make no alterations or additions of any kind in or to the
Premises or the Building without first obtaining Landlord's written consent
which shall not be unreasonably withheld; all such work, including additions,
fixtures and leasehold improvements (but not including moveable office furniture
and equipment and other personal property of Tenant), made or placed in or upon
the Premises or the Building either by Tenant or Landlord shall be and become
Landlord's property at the end of the Lease Term, all without compensation or
payment to Tenant, and shall remain upon and in the Premises, during and at the
termination of the Lease Term;

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<PAGE>

            (c) not use the Premises for any illegal purpose or violate any
statute, regulation, rule or order of any governmental body, nor create or allow
to exist any nuisances or trespasses, nor do any act in or about the Premises or
bring anything onto or into the Premises which will in any way increase the rate
of insurance on the Premises or reduce the value of the Building or its
attractiveness to other tenants, nor will Tenant deface or injure the Premises
or commit or allow waste to be committed on any portion thereof or overload any
floor of the Premises;

            (d) at its sole expense comply, as to its use of the Premises, with
all statutes, regulations, rules, ordinances and orders of any governmental
body, department or agency thereof, and abide by and observe the Rules and
Regulations;

            (e) indemnify and hold Landlord harmless from and against any and
all loss, cost, damage, expense, or liability whatsoever, including, without
limitation, court costs and reasonable attorneys' fees, imposed on Landlord by
any person whomsoever, caused in whole or in part by an act or omission of
Tenant or its agents, employees, invitees, licensees, contractors, subtenants or
assignees (the provisions of this Subsection to survive expiration or
termination of this Lease with respect to any act or omission occurring prior to
such expiration or termination);

            (f) report immediately in writing to Landlord any defective
condition in or about the Premises known to Tenant, and a failure so to report
shall make Tenant liable to Landlord for any expense or damage to Landlord
resulting from such defective condition;

            (g) pay interest to Landlord on demand, at the rate of one and
one-half percent (1 1/2%) per month or the maximum rate permitted by law,
whichever is lower, on any installment of Total Rent not paid when due, accruing
from the due date until paid;

            (h) pay to Landlord on demand, in the event that Landlord elects to
accept a payment of any part of the Total Rent which is not received by Landlord
within seven (7) days of its due date, a late charge in an amount equal to the
greater of Fifty Dollars ($50.00) or five percent (5%) of the total outstanding
amount due (which late charge represents an agreed upon charge for Landlord's
administrative expenses in processing late payments, and is not a payment for
the use of money or a penalty); provided, however, nothing contained herein
shall be deemed to require Landlord to accept any payment of Total Rent received
by Landlord after the due date;

            (i) pay to Landlord a processing and handling fee of Fifty Dollars
($50.00) for any check of Tenant's which is returned to Landlord because of
insufficient funds, as liquidated damages to compensate Landlord for its
additional administrative costs and expenses in handling such items, it being
agreed that the exact amount thereof would be difficult or impossible to
ascertain;

            (j) cooperate with Landlord in complying with all regulations of the
United States Department of Energy and of any governmental agency having
jurisdiction of the Building and/or Tower Place Complex, relating to the
conservation of energy, including, without limitation, any regulations requiring
the production of information regarding the consumption of energy within the
Building and/or Tower Place Complex, and Tenant shall indemnify and hold
Landlord harmless from and against any loss, cost, damage, or liability arising
out of any violation of any such regulations by Tenant, its employees, agents,
contractors, invitees, licensees, subtenants and assignees; and

            (k) install telephone service to the Premises only from the
telephone circuits designated by Landlord in writing as those serving the
Premises; if Tenant requires additional telephone service capacity for the
Premises, such capacity must be provided by a telecommunications provider
approved by Landlord, at no cost to Landlord, and the design and installation of
such supplemental capacity shall be subject to the reasonable approval of
Landlord.

      4.7 SIGNS: Tenant shall obtain the written approval of Landlord prior to
placing and maintaining, or causing or permitting to be placed and maintained,
any sign, advertising matter or other thing of any kind, on the exterior of the
Premises, or any decorating, lettering or advertising matter on any exterior
door to the Premises. Tenant shall not affix or attach anything to windows in
the Premises or, without Landlord's prior written consent in each instance
(which may be given on such condition as Landlord may reasonably elect), place
signs or similar matter on the Premises which will be visible from outside the
Premises. All exterior and elevator lobby signs shall, unless Landlord otherwise
specifically consents in writing, conform to uniform Building sign
specifications promulgated by Landlord and Landlord shall provide and install
same at Tenant's cost and expense.

      4.8 BUILDING NAME: Tenant acknowledges that the Building is part of the
Tower Place Complex known generally as "Tower Place." Tenant covenants and
agrees to cause all directory listings, advertising and all other printed or
written material containing Tenant's address at the Premises accurately to refer
to "Tower Place" or any other name given the Building and/or Tower Place Complex
by Landlord in accordance herewith; however, Tenant shall not, without the prior
written consent of Landlord, use the name Tower Place or any other name given
the Building or Tower Place Complex, or any other deceptively similar name, or
any associated service mark or logo of the Building and/or Tower Place Complex
for any purpose other than Tenant's business address and Tenant, under no
circumstances, shall use the word "Courtyard" in any signage or advertisement.
Upon written notice to Tenant, Landlord reserves the right, from time to time
and at its sole option, to name or change the name of the Building and/or Tower
Place Complex and to change the street address of the Building.

      4.9 HAZARDOUS MATERIALS:

            (a) Tenant hereby covenants that, from and after the date hereof and
thereafter during the Lease Term, Tenant shall not cause or permit any
"Hazardous Substances" (as hereinafter defined) to be placed, held, located or
disposed of in or about the Premises or the Tower Place Complex or any part of
either and that neither the Premises nor the Tower Place Complex, nor any part
of either, shall ever be used by Tenant or persons claiming under Tenant as a
storage site (whether permanent or temporary) for any Hazardous Substances. For
purposes of this Section 4.9, "Hazardous Substances" shall mean and include
those elements or compounds which are contained in the list of hazardous
substances adopted by the United States Environmental Protection Agency (EPA) or
the list of toxic pollutants designated by Congress or the EPA or which are
defined as hazardous, toxic, pollutant, infectious or radioactive by any other
federal, state or local statute, law, ordinance, code, rule, regulation, order
or decree regulating, relating to or imposing liability (including, without
limitation, strict liability) or

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<PAGE>

standards of conduct concerning, any hazardous, toxic or dangerous waste,
substance or material, as now or at any time hereafter in effect (collectively
"Environmental Laws").

            (b) Tenant hereby agrees to comply with all Environmental Laws with
regard to its use and occupancy of the Premises and to indemnify Landlord and
hold Landlord harmless from and against any and all losses, liabilities,
including strict liability, damages, injuries, expenses, including reasonable
attorneys' fees, costs of any settlement or judgment and claims of any and every
kind whatsoever paid, incurred or suffered by, or asserted against, Landlord by
any person, entity or governmental agency for, with respect to, or as a direct
or indirect result of Tenant's failure so to comply or the presence in, or the
escape, leakage, spillage, discharge, emission, or release from, the Premises of
any Hazardous Substance (including, without limitation, any losses, liabilities,
including strict liability, damages, injuries, expenses, including reasonable
attorneys' fees, costs of any settlement or judgment or claims asserted or
arising under the Comprehensive Environmental Response, Compensation and
Liability Act, any so-called federal, State or local "Superfund" or "Superlien"
laws or any other Environmental Law); provided, however, that the foregoing
indemnity is limited to matters arising solely from Tenant's violation of the
covenant contained in Subsection 4.9(a) above.

            (c) In the event Landlord suspects, in its reasonable opinion, that
Tenant has violated any of the covenants contained in this Section 4.9, or that
the Premises, Retail Complex or Tower Place Complex are not in compliance with
the Environmental Laws for any reason as to which Tenant is responsible
hereunder, or that the Premises, Retail Complex or Tower Place Complex are not
free of Hazardous Substances for any reason as to which Tenant is responsible
hereunder, Tenant shall take such steps as Landlord requires by written notice
to Tenant in order to confirm or deny such occurrences, including, without
limitation, the preparation of environmental studies, audits, surveys or
reports. In the event that Tenant fails to take such action, Landlord may take
such action and shall have such access to the Premises as Landlord deems
necessary, and the costs and expenses of all such actions taken by Landlord,
including, without limitation, Landlord's attorneys' fees, shall be due and
payable by Tenant upon demand therefor from Landlord as additional rent
hereunder. If any lender or governmental agency shall ever require testing to
ascertain whether or not there has been any release of hazardous materials, then
the reasonable costs thereof shall be reimbursed by Tenant to Landlord upon
demand as additional charges if such requirement applies to the Premises. In
addition, Tenant shall execute affidavits, representations and the like from
time to time at Landlord's request concerning Tenant's best knowledge and belief
concerning the presence of hazardous substances or materials on the Premises.
Further, Landlord reserves the right at any time and from time to time to enter
the Premises following reasonable advance notice thereof to Tenant (except in
cases of emergency) in order to perform periodic environmental studies, audits,
surveys and reports and in order to determine whether Tenant is in compliance
with the terms of this Section 4.9.

            (d) The obligations and liabilities of Tenant under this Section 4.9
shall survive the expiration or earlier termination of this Lease or other
enforcement of Landlord's remedies under this Lease.

      4.10 INSURANCE:

            (a) Tenant agrees that it shall carry fire and extended coverage
insurance insuring Tenant's interest in its improvements and betterments to the
Premises and any and all furniture, equipment, supplies, and other property
owned, leased, held or possessed by it and contained therein, in an amount equal
to the full insurable values thereof (it being understood that no lack of
inadequacy of insurance by Tenant shall in any event make Landlord subject to
any claim by virtue of any theft of or loss or damage to any uninsured or
inadequacy insured property).

            (b) Tenant shall also procure and maintain throughout the Lease Term
business interruption insurance in an amount that will reimburse Tenant for
direct or indirect loss of earnings attributable to all perils insured against
under this Section or attributable to the prevention of access to the Premises
by civil authority, and sufficient to reimburse Tenant for Total Rent in the
event of a casualty to, or temporary taking of, the Building or the Premises.

            (c) Tenant shall also procure and maintain throughout the Lease Term
a policy or policies of insurance, insuring Tenant, Landlord, Manager and any
other persons designated by Landlord, against any and all liability 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, its agents, employees, or licensees
in the Premises, or other portions of the Building or Tower Place Complex, in
amounts not less than $1,000,000 with respect to injuries to or death of any one
person, $1,000,000 with respect to any one casualty or occurrence and $1,000,000
with respect to property damage, or such higher annual policy aggregate limits
as Landlord may reasonably require from time to time during the Lease Term.
Tenant shall also carry or procure any other form or forms of insurance or any
changes or endorsements to the insurance required herein as Landlord or any
Mortgagee (as hereinafter defined) or lessor of Landlord may reasonably require,
from time to time, in form or in amounts.

            (d) Landlord and Tenant shall each have included in all policies of
insurance respectively obtained by them with respect to the Building and/or the
Premises a waiver by the insurer of all right 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 of 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
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, the party seeking
such waiver shall notify the other thereof in writing, and the latter shall have
ten (10) 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 (in
Tenant's case, in the proportion which the rentable area of the Premises bears
to the area covered by the insurance policy of Landlord in question).

            (e) All insurance policies procured and maintained by Tenant
pursuant to this Subsection 4.10 shall be carried with companies licensed to do
business in the State of Georgia reasonably satisfactory to Landlord and shall
be noncancelable except after thirty (30) days' written notice to Landlord and
any designees of 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 term. If Tenant shall fail to procure or maintain any
insurance required of Tenant

<PAGE>

hereunder, Landlord may, at its sole option, but shall not be required to,
procure and maintain the same at the cost and expense of Tenant, and Tenant
agrees to reimburse Landlord for same as additional rent due hereunder within
fifteen (15) days after receiving notice of the amount thereof from Landlord.

      4.11 LIENS: No work performed by Tenant in the Premises, whether pursuant
to this Lease or otherwise, whether in the nature of erection, construction,
alteration, addition, improvement, remodeling or repair, shall be deemed to be
for the immediate use and benefit of Landlord, and no mechanic's, materialman's
or other lien shall be allowed against the estate of Landlord by reason of any
consent given by Landlord to Tenant to improve the Premises. Tenant shall pay
promptly all persons furnishing labor or materials with respect to any work
performed by Tenant or its contractor on or about the Premises and Tenant shall
discharge of record within twenty (20) days following the filing thereof, by
payment or bonding, any mechanic's lien filed against the Premises, the Building
or the Tower Place Complex for work or materials claimed to have been furnished
to Tenant.

                                    ARTICLE V

                            ASSIGNMENT AND SUBLETTING

      5.1 ASSIGNMENT AND SUBLETTING:

            (a) Tenant shall not, without the prior written consent of Landlord,
which shall not be unreasonably withheld, assign, hypothecate, or otherwise
transfer this Lease or any interest hereunder, or sublet the Premises or any
part thereof, or permit the use of the Premises by any party other than Tenant.
Landlord's consent or refusal to consent to a proposed assignment or sublease
must be an action which is taken reasonably and in good faith. For the purposes
of the immediately preceding sentence, Landlord shall be deemed to be acting
reasonably and in good faith in determining whether to consent to a proposed
assignment or sublease when Landlord considers such factors as, without
limitation, the identity and business reputation of the proposed assignee or
subtenant, the relationship of the proposed assignee or subtenant to the tenant
mix in the Building and/or the Tower Place Complex, the type or nature of the
proposed assignee's or subtenant's business, the creditworthiness of the
proposed assignee or subtenant, and any agreement or leasing restrictions with
existing tenants or other third parties that prohibit or restrict Landlord from
leasing to the proposed assignee or subtenant. Tenant agrees to pay to Landlord
as additional rental, on demand, a Five Hundred Dollar ($500.00) administrative
processing fee in connection with any request by Tenant for consent to a
proposed assignment or subletting and, in addition, reasonable out-of-pocket
costs incurred by Landlord (including, without limitation, attorneys' fees) in
connection with any request by Tenant for Landlord to consent to any assignment
or subletting by Tenant. All monies so paid shall be non-refundable in any
event, regardless of whether Landlord consents to the proposed assignment or
subletting. Any assignment or sublease shall not nullify these provisions, and
all later assignments or subleases shall be made likewise only after the prior
written consent of Landlord is obtained in each instance.

            (b) No sublease or assignment by Tenant shall relieve Tenant of any
liability hereunder. Without limiting the foregoing, if, with the consent of
Landlord, this Lease is assigned or the Premises or any part thereof is sublet
or occupied by any party other than Tenant, Landlord may, after default by
Tenant, collect rent from the assignee, subtenant or occupant, and apply the net
amount collected to the Total Rent herein reserved, but no such assignment,
subletting, occupancy, or collection shall be deemed (i) a waiver of any of
Tenant's covenants contained in this Lease, (ii) the acceptance by Landlord of
the assignee, subtenant, or occupancy as Tenant hereunder, or (iii) the release
of Tenant from further performance by Tenant of its covenants under this Lease.

            (c) The occupancy of the Premises by any successor firm or entity of
the Tenant or by any firm or entity into which or with which the Tenant may
become merged or consolidated shall be deemed an assignment of this Lease
requiring the prior written consent of Landlord.

            (d) 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 option, right of first refusal option, or
renewal option under this Lease, nor shall any such party have the benefit of
any specific signage or other similar privileges or rights which may be provided
to Tenant under this Lease except in accordance with a separate written
agreement entered into directly between such assignee or sublessee and Landlord.
After a permitted assignment or subletting, the original Tenant shall have no
right to exercise on behalf of a permitted assignee or sublessee as to the space
assigned or sublet any expansion option, right of first refusal option or
renewal or extension option.

            (e) Should Landlord permit any assignment or subletting by Tenant
and should the monies received as a result of such assignment or subletting
(when compared to the monies still payable by Tenant to Landlord) be greater
than Landlord would have received hereunder had not Landlord permitted such
assignment or subletting, then fifty percent (50%) of the "Gross Profit", shall
be payable by Tenant to Landlord, it being the parties' intention that Landlord,
in consideration of Landlord's permitting such assignment or subletting, shall
receive fifty percent (50%) of any Gross Profit from any such assignment or
subletting. Further, should the assignment or subletting giving rise to the
Gross Profit be arranged by Landlord (or its Manager) on Tenant's behalf (it
being understood that neither Landlord nor its Manager shall have any obligation
to arrange for same), one hundred percent (100%) of the Gross Profit shall be
paid to Landlord.

                                   ARTICLE VI

                              DEFAULT AND REMEDIES

      6.1 EVENTS OF DEFAULT: The occurrence of any of the following shall
constitute "Events of Default" (each an "Event of Default"):

            (a) Any part, portion or component of the Total Rent, or any other
sums payable under this Lease, or otherwise, not received when due;

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            (b) The Premises are deserted, vacated, or not used as regularly or
consistently as would normally be expected for similar premises put to the same
or similar purposes as set forth in Section 2.1, even though Tenant continues to
pay Total Rent;

            (c) Any petition is filed by or against Tenant under any section or
chapter of the Federal Bankruptcy Code, and, in the case of a petition filed
against Tenant, such petition is not dismissed within sixty (60) days after the
date of such filing;

            (d) Tenant becomes insolvent or transfers property in fraud of
creditors;

            (e) Tenant makes an assignment for the benefit of creditors;

            (f) A receiver is appointed for any of the Tenants assets; or

            (g) Tenant breaches or fails to comply with any term, provision,
condition or covenant of this Lease, other than the payment of Total Rent, or
any of the Rules and Regulations, excepting Tenant shall not be deemed in
default if it commences to cure said default in a timely manner and diligently
proceeds to cure said default expeditiously.

      6.2 REMEDIES:

            (a) Upon the occurrence of an event of default, Landlord shall have
the option to do and perform any one or more of the following, in addition to,
and not in limitation of, any other right or remedy available to Landlord at law
or in equity or elsewhere under this Lease if the events of default described in
Subsections 6.1(a) or (b) are not cured within five (5) days after written
notice by Landlord of such default, if the events described in Subsection 6.1(g)
are not cured within twenty (20) days after written notice of such default
(unless such default gives rise to immediate threat to person or property, in
which case such event of default shall immediately entitle Landlord to its
rights and remedies) or if any of the other events of default are not cured
immediately:

                  (i) terminate this Lease, in which event Tenant shall
immediately surrender the Premises to Landlord, but if Tenant shall fail to do
so, Landlord may, without further notice and without prejudice so any other
remedy Landlord may have for possession or arrearages in Total Rent, enter upon
the Premises and expel or remove Tenant and Tenant's effects, by force if
necessary, without being subject to prosecution or liable for any claim for
damages therefore; and Tenant agrees to indemnify Landlord for all loss and
damage which Landlord may suffer by reason of such termination, whether through
inability to relet the Premises, or through decrease in rent, or otherwise (such
agreement to survive any such termination of this Lease); and/or

                  (ii) terminate Tenant's right of possession of the Premises
without terminating this Lease, and enter the Premises as the agent of Tenant,
by force if necessary, without being subject to prosecution or liable for any
claim for damages therefore, and relet the Premises as the agent of Tenant
without advertisement and by private negotiations and or any term Landlord deems
proper, and receive the rent therefor, and Tenant shall pay Landlord upon demand
any deficiency that may arise by reason of such reletting, but Tenant shall not
be entitled to any surplus funds generated by such reletting; Tenant shall
reimburse Landlord for all costs of reletting the Premises, including, but not
limited to, advertising expenses, commissions, and the cost of improvements
reasonably required in order to relet the Premises; and/or

                  (iii) as agent of Tenant, do whatever Tenant is obligated to
do by the provisions of this Lease and enter the Premises, by force if
necessary, without being subject to prosecution or liable for any claims for
damages therefor, in order to accomplish this purpose; Tenant agrees to
reimburse Landlord immediately upon demand for any expenses which Landlord may
incur in thus effecting compliance with this Lease on behalf of Tenant, and
Tenant further agrees that Landlord shall not be liable for any damages
resulting to Tenant from such action, whether caused by the negligence of
Landlord or otherwise; and/or

                  (iv) collect as liquidated damages and not as a penalty, and
in addition so all Total Rent and other amounts previously due and unpaid under
the terms and conditions of the Lease, the accelerated present value of the
Total Rent, and all other sums provided herein to be paid by Tenant during the
remainder of the Lease Term (the "Rent Balance"), less the Net Rental Value of
the Premises, as hereinafter defined; the term "Net Rental Value" shall mean the
fair rental value of the Premises for the remainder of the Lease Term reduced to
present value, less the Landlord's costs, expenses and attorneys' fees in
connection with the preparation of the Premises for reletting and for the
reletting itself; provided, however, the parties agree that in no event shall
the Net Rental Value exceed the Rent Balance; the parties further agree that the
damages caused by the Tenant's default would be difficult or impossible
accurately to estimate and that this measure of damages is a reasonable
pre-estimate of the Landlord's probable loss resulting from Tenant's breach; the
acceptance of the liquidated damages set forth in this paragraph shall not
constitute a waiver of any failure of Tenant thereafter occurring to comply with
any term, provision, condition or covenant of this Lease.

            (b) If Landlord exercises any of the remedies set forth in Section
6.2(a) or under Georgia law, in addition to all other costs and expenses
Landlord shall be entitled to recover under this Lease, Landlord shall also be
entitled to recover:

                  (i) the cost of performing any other covenants which would
have otherwise been performed by Tenant;

                  (ii) the amount of any rental abatement or other rental
concession provided by Landlord to Tenant; provided, however, that in no event
shall Tenant's liability hereunder exceed the Total Rent due under this Lease;

                  (iii) all sums expended by Landlord, and not previously
reimbursed to Landlord by Tenant, in connection with improving or repairing the
Premises to Tenant's specifications; and

                  (iv) all costs and expenses incurred by Landlord in connection
with the termination of this Lease and eviction of Tenant.

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                                   ARTICLE VII

                       DESTRUCTION OR DAMAGE: CONDEMNATION

      7.1 DESTRUCTION OF OR DAMAGE TO PREMISES: If because of fire, the
elements, or Act of God, the Premises or the Building is either destroyed or
damaged so as to render the Premises wholly unfit for occupancy, or if, in the
judgment of Landlord, the damage resulting cannot be repaired within sixty (60)
days from such damage, then at the option of Landlord to be exercised by giving
written notice to Tenant within sixty (60) days following the date of such
damage, this Lease shall terminate on the date of such election, and Tenant
shall immediately surrender the Premises to Landlord. In such event, and
regardless of whether Landlord elects to terminate this Lease, Tenant shall
continue to owe and pay Total Rent up to but not beyond the time of such
surrender, but Total Rent shall abate in proportion to the number of square feet
of rentable area of the Premises rendered unusable by such damage. Under no
circumstances shall Landlord be liable to Tenant for inconvenience, annoyance,
loss of profits, expenses, or any other type of injury or damage resulting from
the repair of any such damage, or from any repair, modification, arranging, or
rearranging of any portion of the Premises or any part or all of the Building or
for termination of this Lease as provided above. Tenant assumes the risks of any
and all damage to its personal property in or on the Premises and from any
casualty whatsoever.

      7.2 EMINENT DOMAIN: If all of the Premises or the Building is taken, or if
such a part of either is taken so as to render the remainder thereof unsuitable
for Landlord's or Tenant's purposes, for any public or quasi-public use by
eminent domain or by private purchase in lieu thereof, this Lease shall
terminate at the option of either Landlord or Tenant on the date that the
condemning authority actually takes possession of the part condemned. If this
Lease is not so terminated, or upon a taking not within the scope of the
foregoing, Total Rent shall abate for the period of such taking in proportion to
the area of the Premises taken. In no event shall Tenant have any right or claim
to any part of any award made to or received by Landlord for such taking, or
against Landlord or the condemning authority for the value of any unexpired term
of this Lease, and Tenant hereby assigns any such claim to Landlord. Nothing
herein contained, however, shall preclude Tenant from claiming, proving and
receiving from the condemning authority a separate award for the value of any of
Tenant's personal property taken which Tenant could have rightfully removed from
the Premises hereunder and for relocation and moving expenses, so long as the
Landlord's award is not thereby reduced.

      7.3 DETERMINATION OF TIME REQUIRED TO REBUILD: Within ten (10) business
days following any casualty described in Section 7.1, or any taking described in
Section 7.2, Landlord shall give Tenant a notice stating (a) Landlord's estimate
of the portion of the Premises rendered untenable as a result of such casualty
or taking and (b) Landlord's estimate of the time required for restoration. If
Landlord and Tenant do not agree within ten (10) days after the casualty or
taking as to the length of time which would be required for restoration, the
issue shall be submitted, promptly, by both parties, or either party, to the
president or principal officer of the Atlanta, Georgia, Chapter of the American
Institute of Architects (or successor thereto) whose determination shall be
binding upon the parties. Landlord and Tenant shall share equally in the cost of
obtaining the opinion of said person.

            7.4 PARTIAL DESTRUCTION OR TAKING: If the Premises are damaged as a
result of a casualty described in Section 7.1 or a taking described in Section
7.2 but this Lease is not terminated as a result of such casualty or taking, all
rental shall abate in proportion to the amount of the Premises which shall have
been rendered unusable; provided, however, that Tenant's obligation to pay Total
Rent shall not cease or abate if the damage to the Premises or the Building was
caused through the negligence or willful misconduct of Tenant, its agents,
employees, contractors, invitees, licensees, subtenants, or assignees. Further,
in such a case, Landlord will promptly, at its sole cost and expense, restore,
replace or rebuild the same as nearly as possible to the structural and
architectural condition existing immediately prior to such casualty or taking
and as expeditiously as practicable but within a period beginning on the
earliest date upon which the time required for restoration has been determined
and any options of Landlord or Tenant to terminate this Lease, if any, have
expired, and having a length not exceeding one hundred twenty-five percent
(125%) of the length of time required to rebuild as determined pursuant to
Section 7.3 as the same may be extended pursuant to Section 8.23, whereupon full
rental shall recommence. If the damage or seizure affects more than twenty-five
percent (25%) of the area of the Premises, or such a fraction that would leave
the remainder of the Premises untenable and Landlord fails to complete such
restoration, replacement or rebuilding within such period, Tenant shall be
entitled at any time up to the earlier often (10) days following the expiration
of the time permitted for restoration or the actual date of completion of
restoration, replacement or rebuilding, by notice to Landlord, to terminate this
Lease as of a date not more than sixty (60) days following the date of such
notice. Notwithstanding anything herein contained to the contrary, Landlord
shall have no obligation to repair any improvements to the Premises constructed
by Tenant or Tenant's agents or contractors or, if constructed or installed by
Landlord, any improvements required to be insured by Tenant in accordance with
the provisions of this Lease (unless insurance proceeds for repair are made
available to Landlord) and Tenant shall, upon substantial completion by Landlord
of its repairs required hereunder, promptly and diligently and at its sole cost
and expense, repair and restore any improvements to the Premises made by Tenant,
as well as Tenant's contents, to the condition thereof prior to such destruction
or damage.

                           See Special Stipulation #3

                                  ARTICLE VIII

                              ADDITIONAL PROVISIONS

      8.1 ADDRESSES-NOTICES:

            (a) Except for legal process which may also be served as provided by
law, all notices required or desired to be given with respect to this Lease
shall be in writing and shall be delivered (a) by certified or registered mail,
return receipt requested, with proper postage prepaid and addressed to the party
as set out below, or (b) by hand delivery to the address set out below. Any such
notice or demand shall be effective and deemed delivered and received on the
date given by hand delivery, or on the date of deposit with the United States
mail in the manner aforesaid for notices given by registered or

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certified mail; provided that the period of time in which a response to a mailed
notice must be given or taken shall run from the date of receipt as indicated on
the return postal receipt. Rejection or other refusal to accept or the inability
to deliver because of changed address of which no notice was given shall be
deemed receipt of the notice, demand or request sent. Any party may change its
address for notices to any other location within the continental United States
by notifying the other parties of the new address in the manner provided herein
for the giving of notices, with such change to become effective ten (10) days
after notice of the change of address is given. For the purposes hereof, notices
to Tenant shall be sent to the addresses set out in Section 1.1(n). Notices to
Landlord and Manager shall be sent to the following addresses:

                     (i)    To Landlord:

                            Tower Place, L.P.
                            c/o Regent Partners, Inc.
                            3348 Peachtree Road, NE
                            Suite 1000
                            Atlanta, Georgia 30326
                            Attn: Debra Cobbs

                     (With a copy of any notice sent to Landlord sent also to
Manager at Manager's address set forth as provided herein); and

                     (ii)   To Manager:

                            Regent Partners, Inc.
                            Tower Place
                            3348 Peachtree Road, NE
                            Suite 1000
                            Atlanta, Georgia 30326
                            Attn: Property Manager

            (b) Tenant hereby designates and appoints as its agent to receive
notice of all dispossessory or distraint proceedings the person in charge of or
occupying the Premises at the time such notice is given, or, if there is no such
person, then such service of notice may be made by attaching it on the main
entrance of the Premises.

            (c) In the event that Landlord gives notice to Tenant of the name
and address of any holder of a Landlord's Mortgage (such holder being herein
referred to as a "Mortgagee"), Tenant agrees to send to any such Mortgagee, by
certified mail, a copy of any notice of default given by Tenant to Landlord.
Tenant further agrees that if such default is not cured by Landlord, the
Mortgagee shall be allowed thirty (30) days in which to cure the default or, if
the default cannot be cured within the thirty (30)-day period, to begin
diligently pursuing such cure. Nothing herein contained shall in any way
obligate the Mortgagee to cure or pursue the cure of any such default.

      8.2 MANAGER: Landlord shall have the right to delegate any and all of its
obligations under this Lease to an entity engaged in the operation and
management of office buildings in the metropolitan area of Atlanta, Georgia (any
such entity herein referred to as "Manager"). Such delegation shall not,
however, relieve Landlord of any such obligations. The initial Manager is as
stated in Section 1.1(o) and such Manager's address is set out in Section
8.1(a) above. Landlord may designate a replacement Manager at any time and from
time to time by notice to Tenant.

      8.3 SURRENDER OF PREMISES: Upon the expiration or other termination of the
Lease Term, as the same may have been extended, Tenant shall promptly quit and
surrender to Landlord the Premises (and the keys thereto), together with all
improvements belonging to Landlord, free of debris, broom clean, ordinary wear
and tear excepted, and Tenant shall remove all of its personal property required
or permitted to be removed hereunder; provided, however, that Tenant shall not
be permitted to remove any movable furniture, personal property, or equipment
from the Premises at any time, including at the end of the Term or any renewal
thereof or other sooner termination of this Lease, if Tenant is then in material
default under this Lease. All such property not promptly removed by Tenant shall
be deemed abandoned by Tenant, and title to the same shall pass to Landlord
under this Lease as by a bill of sale.

      8.4 HOLDING OVER: Should Tenant remain in possession of the Premises after
the expiration or other termination of the Lease Term, Tenant shall be a tenant
at sufferance (absent a written agreement to the contrary signed by Landlord) at
a rental rate equal to one hundred fifty percent (150%) of the Total Rent then
applicable hereunder, and otherwise on the same terms and conditions as herein
provided as applicable to a tenancy at sufferance. In addition, Tenant shall
indemnify and hold harmless Landlord from all loss or damage which may result
from Tenant's holding over. Without limiting the foregoing, Tenant shall
indemnify Landlord against all claims made by any other Tenant or prospective
Tenant against Landlord resulting from such delay by Landlord in delivering
possession of the Premises to such tenant or prospective Tenant. Nothing herein
shall be construed as constituting Landlord's consent or approval to any such
holdover, nor operate to preclude or inhibit the exercise by Landlord of all of
its rights and remedies hereunder or available under applicable law to
dispossess or evict Tenant. There shall be no renewal of this Lease by operation
of law.

      8.5 BROKERS: Except with respect to Landlord's Broker (whose commission
Landlord shall pay) and Tenant's Broker, if any, (to whom Landlord's Broker is
obligated to pay a portion of such commission in accordance with a separate
written agreement between Landlord's Broker and Tenant's Broker), Tenant and
Landlord each represents and warrants to the other that no broker, agent,
commission salesman or other person has represented the warranting party in the
negotiations for and procurement of this Lease and of the Premises, and that no
commissions, fees or compensation of any kind are due and payable in connection
herewith to any such person or entity. The individual(s) executing this
Agreement on behalf of Tenant hereby swear to and for the benefit of Landlord,
any lender of Landlord holding a lien or security title interest in and to all
or any portion of the Building, any attorney certifying title to the Building
and any title insurance company insuring title to all or any portion of the
Building that (a) except for Tenant's Broker, if any, (i) all fees, commissions,
compensation or other amounts payable to any and all real estate brokers engaged
by Tenant in connection with the Lease have been paid in full, or (ii) the
rights of any and all real estate brokers engaged by Tenant to file any lien,
notice of lien or claim of lien under O.C.G.A. Section 44-14-600 et seq. have
been waived in writing by such broker, and (b) except for the commission payable
by

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Landlord to Tenant's Broker, in accordance with the separate written agreement
between Landlord's Broker and Tenant's Broker, if any, all fees, commissions,
compensation or other amounts payable to Tenant's Broker in connection with this
Agreement have been paid in full. Each party further warrants that any
compensation arrangement with the parties excepted from the foregoing warranty
has been reduced to writing in its entirety in a separate agreement signed
simultaneously with or before this Lease by the party against whom the
commission or compensation is charged. Each party agrees to indemnify and hold
the other harmless from and against any claim for any such commissions, fees, or
other form of compensation by any such third party claiming through the
indemnifying party, including, without limitation, any and all claims, causes of
action, damages, costs and expenses (including attorneys' fees) associated
therewith.

      8.6 WAIVER OF RIGHTS: No failure or delay by Landlord to exercise any
right or power given it or to insist upon strict compliance by Tenant with any
obligation imposed on it, and no custom or practice of either party hereto at
variance with any term hereof shall constitute a waiver or a modification of the
terms hereof by Landlord or any right it has herein to demand strict compliance
with the terms hereof by Tenant. This Lease contains the sole and entire
Agreement of Landlord and Tenant and no prior or contemporaneous oral or written
representation or agreement between the parties and affecting the Premises shall
have legal effect. No representative, agent or employee of Landlord has or shall
have any authority to waive any provision of this Lease unless such waiver is
expressly made in writing and signed by an authorized representative of
Landlord.

      8.7 WAIVER OF HOMESTEAD AND EXEMPTION: BANKRUPTCY OF TENANT:

            (a) Tenant hereby waives and renounces all homestead or exemption
rights which Tenant may have under or by virtue of the Constitution and Laws of
the United States, Georgia, or any other State as against any debt Tenant may
owe Landlord under this Lease, and hereby transfers, conveys, and assigns to
Landlord all homestead or exemption rights which may be allowed or set apart to
Tenant, including such as may be set apart in any bankruptcy proceeding, to pay
any debt owing by Tenant to Landlord hereunder.

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

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

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

                  (iii) For the purposes of the Bankruptcy Code relating to (i)
the obligation of the Trustee to provide adequate assurance that the Trustee
will "promptly" cure defaults and compensate for actual pecuniary loss, the word
"promptly" shall mean that cure of defaults and compensation will occur no later
than sixty (60) days following the filing of any motion or application to assume
this Lease; and (ii) the obligation of the Trustee to compensate or to provide
adequate assurance that the Trustee will promptly compensate Landlord for
"actual pecuniary loss" shall mean Landlord's damages upon default, including
but not limited to payments of past due Total Rent, including (without
limitation) interest at the rate provided for in Section 4.6(g), all attorneys'
fees, and all related costs and expenses of Landlord incurred in connection with
any default of Tenant and in connection with Tenant's bankruptcy proceedings.

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

      8.8 NO ESTATE IN LAND: RELATIONSHIP OF THE PARTIES: This Lease creates the
relationship of landlord and tenant between Landlord and Tenant. No estate shall
pass out of Landlord, and Tenant has only a usufruct which


<PAGE>

is not subject to levy and sale. Further, nothing contained herein shall be
deemed or construed by the parties hereto, or by any third party, as creating
the relationship of principal and agent, or of partnership, or of joint venture,
between the parties hereto, it being understood and agreed that no provision
contained herein, nor any acts of the parties hereto, shall be deemed to create
any relationship between such parties other than the relationship of landlord
and tenant.

      8.9 RECORDING: This Lease shall not be recorded by Tenant without
Landlord's consent endorsed hereon.

      8.10 GOVERNMENTAL REGULATIONS:

            (a) Tenant waives the benefits of all existing and future rent
control legislation and statutes and similar governmental rules and regulations,
whether in time of war or not, to the full extent permitted by law.

            (b) Except as provided in paragraph (c) of this Section 8.10, if, in
order to maintain the Building as an office building, or otherwise, or the
Premises for the use stipulated in Section 2.1, Landlord shall be required by
any governmental authority to repair, alter, remove, construct, reconstruct, or
improve any part or all of the Premises or the building, such action shall be
performed by Landlord but shall in no way affect Tenant's obligations under this
Lease. Tenant waives all claim for injury, damage or abatement of rent because
of such repair, alteration, removal, construction, reconstruction, or
improvement; provided, however, that if such action by Landlord renders the
Premises untenable, or if Landlord cannot reasonably complete such acts within
sixty (60) days after notice to it to perform such acts by the governmental
authority, either Landlord or Tenant, by written notice to the other delivered
not later than seventy (70) days after the date of notice to Landlord by such
governmental authority, may terminate this Lease, in which event Total Rent
shall be apportioned and paid up to and including the date the Premises become
untenable if terminated by Landlord, but up to and including the date of
termination if terminated by Tenant.

            (c) Without limiting the provisions of Section 4.6(d), Tenant shall,
at Tenant's sole cost and expense but subject to Landlord's prior written
approval, which approval shall not be unreasonably withheld, make each and every
alteration or addition to the Premises required to bring the Premises into
compliance with the requirements imposed by the Americans with Disabilities Act,
(42 U.S.C. Section 12101 et~q,) and any regulations promulgated pursuant
thereto ("ADA Requirements") effective from time to time during the Lease Term,
and any period of holding over by Tenant if:

                  (i) the requirement for such alteration or addition arises as
a result of:

                        (1)   any alteration or addition by Tenant; or

                        (2)   any violation by Tenant of any ADA Requirements;
                              or

                        (3)   a special use of the Premises or any part thereof
                              by Tenant or any assignee or subtenant of Tenant
                              (including, but not limited to, use for a facility
                              which constitutes, or, if open to the public
                              generally, would constitute, a "place of public
                              accommodation" under the ADA Requirements); or

                        (4)   the special needs of the employee(s) of Tenant or
                              any assignee or subtenant of Tenant; or

                  (ii) the ADA Requirements would otherwise make Tenant, rather
than Landlord, primarily responsible for making such alteration or addition.

      8.11 SUBORDINATION AND ATTORNMENT:

            (a) Except as provided in Subsection (c) below and subject to the
provisions of subsection (d) below, this Lease and all rights of Tenant
hereunder are and shall be subject and subordinate to the lien of Landlord's
Mortgage.

            (b) While Subsection (a) of this Section 8.11 is self-operative, and
no further instrument of subordination shall be necessary, Tenant shall, in
confirmation of such subordination, upon demand, at any time or times, execute,
acknowledge and deliver to Landlord or a holder of Landlord's Mortgage any and
all instruments requested by either of them to evidence such subordination.

            (c) Tenant shall, upon demand, at any time or times, execute,
acknowledge, and deliver to Landlord or to a holder of Landlord's Mortgage,
without expense, any and all instruments that may be necessary to make this
Lease superior to the lien of Landlord's Mortgage.

            (d) Tenant shall, at the option of any holder of Landlord's Mortgage
or any other purchaser at a foreclosure sale who shall hereafter succeed to the
rights of Landlord under this Lease (the "Purchaser"), attorn to and recognize
such Purchaser as Tenant's landlord under this Lease from and after the
foreclosure and for the balance of the Lease Term and shall promptly execute and
deliver any instrument that may be necessary to evidence such attornment. Upon
such attornment, this Lease shall continue in full force and effect as a direct
lease between such Purchaser and Tenant, subject to all of the terms, covenants
and conditions of this Lease; provided, however, that the Purchaser (including
its successors and assigns) shall not be (i) liable for any act or omission of
any prior Landlord under the Lease, (ii) subject to any offsets or defenses
which Tenant might have against any prior Landlord under the Lease, (iii) bound
by any Base Rental or other payments which Tenant might have paid for more than
the current month to any prior Landlord under the Lease, or (iv) bound by any
amendment or modification of the Lease made after the date of the foreclosed
Landlord's Mortgage without the prior written consent of the Mortgagee
thereunder. The provisions of this subsection (d) shall survive any termination
of this Lease resulting from a foreclosure of Landlord's Mortgage.

            (e) If Tenant fails at any time to execute, acknowledge and deliver
any of the instruments provided for by Subsections 8.11(b), (c) and (d) above
within ten (10) days after Landlord's demand so to do, Landlord, in addition to
the

<PAGE>

remedies allowed by Article VI, may execute, acknowledge and deliver any and all
of such instruments as the attorney-in-fact of Tenant and in its name, place and
stead, and Tenant hereby irrevocably appoints Landlord, its successors and
assigns, as such attorney-in-fact.

      8.12 ESTOPPEL CERTIFICATE: At any time and from time to time, Tenant, on
or before the date specified in a request therefor made by Landlord, which date
shall not be earlier than ten (10) days from the making of such request, shall
execute, acknowledge and deliver to Landlord a certificate in substantially the
same form as the Estoppel Certificate which is attached hereto as Exhibit "G"
and incorporated herein by reference. Each certificate delivered pursuant to
this Section may be relied on by any prospective purchaser or transferee of
Landlord's interest hereunder or of any part of Landlord's property or by any
holder or prospective holder of Landlord's Mortgage, or a mortgage or
prospective mortgage of any part of Landlord's other property.

      8.13 SEVERABILITY: Each clause and provision of this Lease shall be valid
and enforced to the fullest extent permitted by applicable law; however, if any
clause or provision of this Lease is or becomes illegal, invalid, or
unenforceable because of present or future laws or any rule or regulation of any
governmental body or entity, effective during its term, the intention of the
parties hereto is that the remaining parts of this Lease and the application of
such clause or provision to persons or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected thereby, unless
the amount of Total Rent payable hereunder is thereby decreased, in which event
Landlord may terminate this Lease. Should any of the provisions of this Lease
require judicial interpretation, it is agreed that the court interpreting or
construing the same shall not apply a presumption that the terms of any such
provision shall be more strictly construed against one party by reason of any
rule of construction that a document is to be construed most strictly against
the party who itself or through its agent prepared the same, it being agreed
that the agents of all parties have participated in the negotiation and
preparation of this Lease.

      8.14 CAPTIONS: The captions used in this Lease are for convenience only
and do not in any way limit or amplify the terms and provisions hereof.

      8.15 SUCCESSORS AND ASSIGNS: The provisions of this Lease shall inure to
the benefit of and be binding upon Landlord and Tenant, and their respective
successors, heirs, legal representatives and assigns, subject, however, in the
case of Tenant, to the provisions of Article V.

      8.16 SALE OF BUILDING: In the event of any sale or sales of the Building
(and the property on which same is situated) or of any lease thereof, the
Landlord named herein above shall be and hereby is entirely freed and relieved
of all covenants and obligations of Landlord hereunder accruing thereafter, and
it shall be deemed without further agreement that the purchaser, or the lessee,
as the case may be, has assumed and agreed to carry out any and all covenants
and obligations of Landlord hereunder during the period such party has
possession of the Building. Should the entire Building and the property on which
same is situated be severed as to ownership by sale and/or lease, then the owner
of the entire Building or the lessee of the entire Building that has the right
to lease space in the Building to tenants shall be deemed the "Landlord". Tenant
shall be bound to any succeeding Landlord for all the terms, covenants and
conditions hereof and shall execute any attornment agreement not in conflict
herewith at the request of any succeeding Landlord. The provisions of this
Section 8.16 shall apply to each and every sale, lease or other transfer of the
Building or the property on which same is situated, or both, during the Lease
Term.

      8.17 TRANSFER OF TENANTS: This Section 8.17 shall only be effective at
such times and from time to time as the Premises contain a rentable area of
3,000 square feet or less. Landlord hereby reserves the right, at its sole
option and upon giving at least sixty (60) calendar days written notice in
advance to Tenant, to transfer and remove Tenant from the Premises from time to
time to any other available space in the Tower Place Complex of substantially
equal area, which space shall, once Tenant has been relocated therein, be deemed
the "Premises" for purposes of this Lease. Landlord hereby agrees to bear the
expense of such transfer and removal, as well as the expense of any renovations
or alterations which are necessary to make the new space conform substantially
in layout and appointment with the Premises. Failure of Tenant to cooperate with
Landlord pursuant to this provision and to remove itself from the Premises shall
permit Landlord to enter the Premises and to remove Tenant and its property
therefrom and to relocate Tenant and its property in the new space provided by
Landlord pursuant to this provision, all without being liable to Tenant in any
manner whatsoever for such acts, except for the expenses which are expressly
provided in this Section 8.17 to be paid by Landlord.

      8.18 GOVERNING LAW: The laws of the State of Georgia shall govern the
interpretation, validity, performance and enforcement of this Lease.

      8.19 TIME IS OF THE ESSENCE: Except as otherwise specifically provided
herein, time is of the essence of this Lease.

      8.20 LIMITATION OF LIABILITY: Landlords obligations and liability to
Tenant with respect to this Lease shall be limited solely to Landlord's interest
in the Building, and Tenant shall look solely to Landlord's interest in the
Building for satisfaction of Tenant's remedies. Neither Landlord nor any
partner, officer, director, or shareholder of Landlord or of any partner of
Landlord shall have any personal liability whatsoever with respect to this
Lease.

      8.21 EXECUTION: This Lease may be executed in any number of counterparts,
each of which shall be deemed an original and any of which shall be deemed to be
complete in itself and shall be admissible into evidence or used for any purpose
without the production of the other counterparts.

      8.22 MULTIPLE/TENANTS: If Tenant is composed of more than one individual
or entity, then all are jointly and severally liable for the due and proper
performance of Tenant's duties and obligations arising under or in connection
with this Lease.

      8.23 FORCE MAJEURE: Landlord shall be excused from the performance of any
of its obligations for the period of any delay resulting from any cause beyond
its control, including, without limitation, all labor disputes, governmental
regulations or controls, fires or other casualties, inability to obtain any
material or services, or acts of God.

      8.24 QUIET ENJOYMENT: Provided that Tenant fully and timely performs all
the terms of this Lease on Tenant's part to be performed, including payment by
Tenant of all Total Rent, Tenant shall have, hold and enjoy the Premises


<PAGE>

during the Lease Term without hindrance or disturbance from or by Landlord;
subject, however, to all of the terms, conditions and provisions of this Lease,
Landlord's Mortgage and any and all ground leases, restrictive covenants,
easements, and other encumbrances now or hereafter affecting the Premises, the
Building or the Tower Place Complex (if applicable).

      8.25 ATTORNEYS' FEES: If any rent or other amount owing by Tenant to
Landlord under this Lease is collected by or through an attorney at law, Tenant
agrees so pay an additional amount equal to fifteen percent (15%) of such sum as
attorneys' fees.

      8.26 ALTERATIONS IN COMPOSITION OF COMMON AREAS: Landlord reserves the
right in its sole discretion to redesign, change, rearrange, alter, reconstruct,
modify, expand, reduce or supplement any and all of the facilities designed for
the common use and convenience of all tenants of the Tower Place Complex and/or
the Building, including, without limitation, parking areas, driveways and other
the Common Areas, so long as access to the Premises is not materially adversely
affected thereby. In furtherance, and not in limitation, of the foregoing,
Landlord shall have the right to erect additional stores or other structures in
the Tower Place Complex, or to add to or otherwise modify buildings and
facilities now or hereafter existing in the Tower Place Complex, and, in
connection with any such activity and construction, to erect temporary scaffolds
and other aids to construction on the exterior of the Premises, provided that
access to the Premises shall not be denied Tenant and that there shall be no
encroachment upon the interior of the Premises. Landlord shall have the right to
close the Common Areas or any portion thereof (including, without limitation,
all roadways, driveways, accessways, sidewalks and parking areas and facilities
now or hereafter within the Tower Place Complex) at such time and in such manner
as is necessary or appropriate, in Landlord's sole opinion, to prevent their
deduction as public rights-of-way or streets, and to do and perform such other
acts in, to and with respect to the Common Areas as at the time in question
accord with good and generally accepted standards of operation of mixed-use,
high-rise developments.

      8.27 PARKING: Tenant shall have the right on the Commencement Date to
lease parking spaces in the parking facilities of the Tower Place Complex
available to tenants therein (as same may be modified from time to time) up to
the maximum number of parking spaces stipulated in Section 1.1(r). All of such
spaces shall be unassigned and shall be leased at the posted monthly rental
rates in effect therefor from time to time. * Landlord and Tenant agree and
Tenant acknowledges that rates for spaces in the parking facilities of the Tower
Place Complex may vary according to the location of spaces in the facilities and
according to whether or not spaces are reserved or unreserved. Tenant further
acknowledges and agrees that Landlord may designate certain spaces within the
parking facilities of the Tower Place Complex as reserved or assigned spaces for
the benefit of Landlord, visitors to the project or tenants therein, other
tenants, couriers and delivery services and other persons. Tenant shall comply
and cause its employees to complete and sign the Tower Place Parking
Application. Tenant must comply with all rules and regulations established by
Landlord and/or the operator of the parking facilities as provided in the Tower
Place Parking Rules and Regulations, including, without limitation, any card,
sticker or other identification system, whether now or hereafter in effect, and
agrees to pay to Landlord a fifteen dollar ($15.00) or as modified from time to
time deposit for each parking card issued. All parking privileges granted
pursuant to this Section 8.27 are non-assignable and nontransferable by Tenant;
provided however, that parking privileges may be assigned or transferred by
Tenant in conjunction with a transfer, assignment or subletting allowed by
Article V of this Lease. Tenant agrees to pay, as additional rent, the sum of
$15.00 for any parking cards which become lost, mutilated or destroyed.

      8.28 SPECIAL STIPULATIONS: The Special Stipulations, if any, attached
hereto are made a part hereof by this reference, and to the extent they conflict
with any of the foregoing provisions, they shall control.

      8.29 AUTHORIZATION: As a material inducement to Landlord to enter into
this Lease, Tenant, and each party executing this Lease on behalf of Tenant,
intending that Landlord rely on each such representation and warranty,
represents and warrants to Landlord that:

            (a) the execution, delivery and full performance of this Lease by
Tenant do not and shall not constitute a violation of any contract, agreement,
undertaking, judgment, statute, regulation, governmental or court order or other
restriction of any kind to which Tenant is a party or by which Tenant is or may
be bound;

            (b) Tenant has executed and entered into this Lease free from fraud,
undue influence, duress, coercion or other defenses to the execution of this
Lease;

            (c) this Lease constitutes a valid and binding obligation of Tenant,
enforceable against Tenant in accordance with the terms of this Lease;

            (d) Tenant is duly organized, validly existing and in good standing
under the laws of the state of Tenant's organization and has full power and
authority to enter into this Lease, to perform Tenant's obligations under this
Lease in accordance with the terms hereof, and to transact business in the State
of Georgia; and

            (e) the execution and delivery of this Lease by the individual or
individuals executing this Lease on behalf of Tenant, and Tenant's performance
of its obligations under this Lease, have been duly authorized and approved by
all necessary corporate or partnership action, as the case may be, and Tenant's
execution, delivery and performance of this Lease are not in conflict with
Tenant's bylaws or articles of incorporation (if a corporation), agreement of
partnership (if a partnership), or other charters, agreements, rules or
regulations governing Tenant's business, as any of the foregoing may have been
supplemented, modified, amended, or altered in any manner.

                                          [SIGNATURES BEGIN ON FOLLOWING PAGE]

                                                                ----------------
                                                                LANDLORD
                                                                Initials
                                                                ----------------
                                                                TENANT
                                                                Initials
                                                                ----------------

<PAGE>

IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed
under seal as of the date first above written.

                             LANDLORD:

                             TOWER PLACE, L.P.
                             a Georgia Limited Partnership

                             By: REGENT PEACHTREE HOLDINGS, INC.
                                 a Georgia Corporation, its sole General Partner

                             By: /s/ David B. Allman
                                ------------------------------------------------
                                 Name: David B. AlIman
                                 Its: President

                             Attest: /s/ Terry L. Woolard
                                    --------------------------------------------
                                    Name: Terry L. Woolard
                                    Its: Secretary

                             (CORPORATE SEAL)


                             TENANT:

                             QUALITY SYSTEM, INC.
                             a California Corporation

                             By: /s/ Lou Silverman
                                ------------------------------------------------
                                Name: Lou Silverman
                                Its: PRESIDENT

                             Attest: /s/ Paul Holt
                                    --------------------------------------------
                                    Name: Paul Holt
                                    Its: Interim Chief Financial Officer

                             (CORPORATE SEAL)


<PAGE>

                              SPECIAL STIPULATIONS

These Special Stipulations are attached to and by this reference made a part of
that certain Tower Place Office Lease (the "Lease") between Tower Place, L.P.
and Quality Systems, Inc. In the event that these Special Stipulations conflict
with any of the provisions contained in the Lease, the Special Stipulations
shall govern and control.

1.    Base Rental Adjustment:

      Notwithstanding anything contained within the Lease to the contrary, Base
      Rental shall be increased on each anniversary of the Commencement Date to
      become an amount equal to three percent (3%) greater than the amount in
      effect immediately prior to such adjustments as outlined below:

      Year                Annual Rent                Monthly Rent
      ----                -----------                ------------
       1                  $189,140.00                $15,761.67
       2                  $194,814.20                $16,234.52
       3                  $200,658.63                $16,721.55
       4                  $206,678.39                $17,223.20
       5                  $212,878.74                $17,739.90

2.    Notwithstanding anything contained in Section 4.2(c) of this Lease to the
      contrary, if a separate electrical meter is utilized for the Premises,
      Tenant shall only be required to pay for the electrical usage in excess of
      the usual and normal amount of electric power included in the Operating
      Expenses of the Building.

3.    Notwithstanding anything contained in Article VII of this Lease to the
      contrary, in the event that any damage to the Building or Premises cannot
      be repaired and renders the Premises untenable, or should such damage
      occur during the last twelve months of the term of the Lease, Tenant may,
      with written notice to Landlord, terminate this Lease.


<PAGE>

                                   EXHIBIT "A"

                                   FLOOR PLAN

                                                                  April 27, 2000

                                Tower Place 100

                          [FLOOR PLAN GRAPHIC OMITTED]

                                               [LOGO] REGENT PARTNERS
4th Floor                                   3348 Peachtree Road, N.E. Suite 1000
Suite 450                                         Atlanta, Georgia 30326
                                             (404) 364-1400 Fax (404) 364-1420


<PAGE>

                                   EXHIBIT "B"

                               TOWER PLACE COMPLEX

                               (legal description)

All that tract or parcel of land situated, lying and being in Land Lot 62 of the
17th District of Fulton County, Georgia and being more particularly described as
follows:

To find the point of beginning commence at the intersection of the northeastern
right-of-way of Piedmont Road (variable width right-of-way) with the
northwestern right-of-way of Peachtree Road (variable width right-of-way) if
said intersections were extended to form an angle and running thence along the
extension of the northeast right-of-way of Piedmont Road North 24(degrees) 31'
46" West 74.12 feet to a point on said northeastern right-of-way, continue
thence along said northeastern right-of-way the following courses and distances:
North 24(degrees) 31' 46" West 316.17 feet to a point, along the arc of an
8,044.51 foot radius curve to the left an arc distance of 319.54 feet (said arc
being subtended by a chord lying to the southwest having a bearing of North 23
(degrees) 23' 29" West and being 319.52 feet in length) to a point, along the
arc of an 8,044.51 foot radius curve to the left an arc distance of 108.97 feet
(said arc being subtended by chord lying to the southwest having a bearing of
North 21(degrees) 51' 55" West and being 108.97 feet in length) to a point,
North 20(degrees) 44' 09" West 15.30 feet to a point, and South 60(degrees) 08'
35" West 6.34 feet to the TRUE POINT OF BEGINNING. From said TRUE POINT OF
BEGINNING as thus established continue thence along said northeast right-of-way
of Piedmont Road North 21(degrees) 31' 42" West 621.62 feet to a point; thence
leaving said right-of-way run North 62(degrees) 57' 37" East 483.73 feet to an
iron pin found; thence North 74(degrees) 29' 39" West 377.00 feet to an iron pin
found; thence North 32(degrees) 26' 16" East 442.09 feet to a point; thence
South 61(degrees) 46' 10" East 546.06 feet to a point; thence North 45(degrees)
05' 49" East 100.19 feet to an iron pin found; thence South 46(degrees) 12' 40"
East 982.48 feet to a brass cap found on the northwest right-of-way of Peachtree
Road; thence along said northwest right-of-way the following courses and
distances: South 30(degrees) 16' 14" West 43.28 feet to a point, South
28(degrees) 24' 49" West 51.91 feet to a point, South 26(degrees) 11' 30" West
51.83 feet to a point, South 23(degrees) 50' 08" West 53.86 feet to a point,
South 14(degrees) 34' 59" West 46.56 feet to a point, South 14(degrees) 34' 59"
West 150.54 feet to a point, and South 13(degrees) 38' 47" West 125.00 feet to a
point; thence leaving said right-of-way run North 58(degrees) 01' 45" West
475.62 feet to an iron pin set; thence North 58(degrees) 01' 43" West 207.34
feet to an iron pin set; thence North 13(degrees) 17' 54" East 70.94 feet to a
point; thence South 60(degrees) 31' 38" West 363.50 feet to an iron pin found;
thence South 60(degrees) 08' 35" West 332.23 feet to the TRUE POINT OF
BEGINNING.

Said property being more particularly shown as Parcels A, B, C, D, E-1, E-2, F,
G, H and the Marriott Tract containing 26.24 acres on that certain ALTA/ACSM
Land Title Survey prepared for Regent Tower Holdings, Inc., Tower Place, L.P.,
Buckhead Hotel Associates, LLC, First Union National Bank, Teachers Insurance
and Annuity Association of America and Chicago Title Insurance Company by Mayes,
Sudderth & Etheredge, Inc. bearing the seal and certification of George T.
White, G.R.L.S. No. 1929 dated March 5, 1999, last revised September 16, 1999.
Said Survey being incorporated herein by this reference.

<PAGE>

                                   EXH1BIT "C"

                           COMMENCEMENT DATE AGREEMENT

      Agreement made this _____ day of ______,200 , between Tower Place, L.P.
(hereinafter referred to as "Landlord") and (hereinafter referred to as
"Tenant").

      WHEREAS, Landlord and Tenant entered into a lease dated __________,200__
(hereinafter referred to as the "Lease"), for space on the __ Floor(s) in the
Building having an address at 3340 Peachtree Road, Atlanta, Georgia;

      NOW, THEREFORE, pursuant to the provisions of Subsection 4. 1(d) of the
Lease, Landlord and Tenant mutually agree as follows:

      1. Tenant is in possession of, and has accepted, the Premises demised by
the Lease. Tenant further certifies that all conditions of the Lease required of
Landlord as of this date have been fulfilled and there are no defenses or
offsets against the enforcement of the Lease by Landlord.

      2. The Commencement Date of the Lease Term is ________,200_, and the
Expiration Date of the Lease Term is ___________, ______.

      3. Terms used herein are defined in the Lease.

      IN WITNESS WHEREOF, the parties hereto have signed and sealed this
Agreement, the____day of______________, 200_.

      LANDLORD:                                 TENANT:

      TOWER PLACE, L.P.
      A Georgia Limited Partnership             a__________corporation

      By: REGENT PEACHTREE HOLDINGS, INC.
       A Georgia Corporation, its sole
       General Partner

By:                                             By:
   --------------------------------------          -----------------------------
   Name: David B. Allman                           Name:
                                                   Its:

Attest:                                         Attest:
       ----------------------------------              -------------------------
       Name                                                Name
       Its:                                                Its:

                   [CORPORATE SEAL]                     [CORPORATE SEAL]

<PAGE>

                                   EXHIBIT "D"

                               OPERATING EXPENSES

"Operating Expenses" shall mean the costs and expenses of operating, servicing,
managing, maintaining and repairing the Building, the Common Areas and portions
of the Tower Place Complex, including without limitation, amounts payable by the
Owner of the Building under various easement agreements which now or hereafter
may benefit the Building and the property on which it is located as determined
by Landlord, in a manner consistent with first class office buildings in the
Atlanta, Georgia area, including without, limitation, the following:

      1. Reasonable and customary costs and expenses paid or incurred by
Landlord for the maintenance and repair of the Building and the personal
property used in connection therewith, including but not limited to (i) the
heating, ventilating and air conditioning equipment, (ii) plumbing and
electrical systems and equipment, (iii) light bulbs and broken glass, including
replacement thereof, and (iv) elevators and escalators;

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

      3. Landscaping and grounds maintenance costs and expenses;

      4. 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;

      5. Costs and expenses of redecorating, painting and carpeting the common
areas of the Building;

      6. Costs of all repairs, alterations, additions, changes, replacements and
other items required by any law or governmental regulation imposed after the
date of construction of the Building, regardless of whether such costs, when
incurred, are classified as capital expenditures;

      7. Cost of wages and salaries of all persons engaged in the operation,
maintenance, repair and security of the Building, and so-called fringe benefits,
including social security taxes, unemployment insurance taxes, costs for
providing coverage for disability benefits, cost of any pensions,
hospitalization, welfare or retirement plans, or any other similar or like
expense incurred under the provisions of any collective bargaining agreement,
costs of uniforms, and all other costs or expenses that the Landlord pays to or
on behalf of employees engaged in the operation, maintenance, repair and
security of the Building;

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

      9. 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;

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

      11. Landlord's insurance costs and expenses for all types of insurance
carried by Landlord with respect to the Building;

      12. Security service costs and expenses;

      13. Management fees and expenses;

      14. The cost of "Muzak" services, or similar type services, if any;

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

      16. 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
Building 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 the Building, the property on which same
is situated, any other improvements hereinafter constructed on such property, or
the rents derived from such property, the Building and such other improvements
(in the 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 the Taxes for that year); and

      17. Such other expenses paid by Landlord, from time to time, in connection
with the operation and maintenance of the Building and the property on which
same is situated as would be expected to be paid by a reasonable and prudent
operator and manager of a building and site comparable to the Building and such
property.

All costs of special services rendered to particular tenants of the Building,
which are paid by such tenants, shall not be included in Operating Expenses.
Payments by Landlord of interest and principal on any mortgage or similar
instrument secured by the Building or the property on which same is situated
shall not be included in Operating Expenses. Except as specified in items 5, 6
and 10 hereof, the cost of structural changes to the Building which should be
capitalized in accordance with sound accounting principles shall not be
allocated or charged to the Premises without Tenant's approval.

<PAGE>

                                   EXHIBIT "E"

                                  WORK SCHEDULE

                                       TO
                            TOWER PLACE OFFICE LEASE
                                 by and between
                                TOWER PLACE, L.P.
                                       and
                              QUALITY SYSTEMS, INC.

      1. Premises Leased "As Is". Tenant and Landlord agree and Tenant
acknowledges that the Premises are in all respects being leased by Landlord to
Tenant, and shall be accepted by Tenant, in their current "AS IS/WHERE IS"
condition and that Landlord has and shall have no obligation or duty whatsoever
to make any alterations, repairs or improvements of any kind or nature in or to
the Premises in order to prepare same for Tenant's occupancy, except for such
alterations, repairs or improvements, if any, as may be expressly provided in
Paragraph 2 below.

      2. Landlord's Work. Landlord, at its sole cost and expense, agrees to make
the following modifications to the Premises in accordance with Exhibit "E-1".

      3. Delays in Occupancy. If for any reason, other than Tenant delay as
described in Paragraph 4 below, Landlord cannot or is unable to deliver
possession of the Premises to Tenant on or before the Anticipated Commencement
Date in accordance with and in the condition required by this Work Schedule and
the Lease, the Lease shall not be void or voidable except as provided in the
following sentence, and Landlord shall not be liable to Tenant for any loss or
damage resulting from Landlord's failure or delay in so delivering possession of
the Premises, but in such case (and subject to Paragraph 4 below) the
Commencement Date shall not occur until Landlord is able to deliver the Premises
in the condition required by this Lease; the Expiration Date, however, shall not
otherwise be affected by such delay. Further, if for any reason other than
strikes, casualties, Tenant delay, or other causes beyond the control of
Landlord, possession of the Premises is not delivered to Tenant within ninety
(90) days after the Anticipated Commencement Date, or if possession is not so
delivered for any reason whatsoever other than Tenant delay on or before six (6)
months following the Anticipated Commencement Date, then this Lease shall be
voidable by either party upon thirty (30) days' written notice to the other
given at any time prior to delivery of possession in accordance with this Work
Schedule and the Lease, provided that such notice shall be void if possession is
delivered within said thirty (30) day period. If the Lease is voided pursuant to
this provision, then any monies advanced by Tenant to Landlord shall be returned
and the parties hereto shall have no further rights, claims or obligations under
the Lease.

      4. Tenant Delays. If on the Anticipated Commencement Date Landlord is
unable to deliver the Premises to Tenant in accordance with and in the condition
required by this Work Schedule and the Lease due to omission, delay or default
by Tenant or anyone acting under or for Tenant ("Tenant delay"), then Tenant's
obligations under this Lease (including, without limitation, the obligation to
pay Total Rent) shall nonetheless commence as of the Anticipated Commencement
Date (which shall in such case be the Commencement Date), except that, in the
event that Landlord cannot deliver possession of the Premises to Tenant on the
Anticipated Commencement Date because of Tenant delay, this Lease shall be
voidable at the sole option of Landlord at any time prior to Tenant's
performance of such obligations or payment of the Total Rent due under this
Lease; and, should Landlord so elect to void this Lease, all monies advanced by
Tenant to Landlord shall be retained by Landlord as liquidated damages (the
parties hereto recognizing and acknowledging the difficulty of determining
such damages), and thereafter the parties hereto shall have no further rights,
claims, or obligations under this Lease, except for such matters which by the
express terms of the Lease survive expiration or termination thereof.

<PAGE>

                        [DOOR SCHEDULE GRAPHIC OMITTED]

                                                                  Exhibit "E-1"
                                 Partition/Demo
<TABLE>

<S>                                  <C>                                          <C>
[LOGO]        Loia o Budde
             & ASSOCIATES                      Quality Systems, Inc.              ----------------
       -------------------------     -------------------------------------------  CAD FILE NUMBER
       5076 Winters Chapel Road      4th Floor Suite 450 Tower Place 100
        Atlanta, Georgia 30360       3340 Peachtree Road Atlanta, Georgia 30326       00427C
      (770) 396-3207 Fax 396-9597                                                 ----------------
                                                                                      DRAWN

                                                                                       CMM
                                                                                  ----------------
                                                                                      DATE

                                                                                     11/1/00
                                                                                  ----------------
                                                                                   DRAWING NUMBER

                                                                                         A1
                                                                                      1 OF 4
                                                                                  ----------------
</TABLE>

<PAGE>

                        [UTILITY LEGEND GRAPHIC OMITTED]

                                                                  Exhibit "E-1"

                                  Utility Plan

<TABLE>

<S>                                  <C>                                          <C>
[LOGO]        Loia o Budde
             & ASSOCIATES                      Quality Systems, Inc.              ----------------
       -------------------------     -------------------------------------------  CAD FILE NUMBER
       5076 Winters Chapel Road      4th Floor Suite 450 Tower Place 100
        Atlanta, Georgia 30360       3340 Peachtree Road Atlanta, Georgia 30326       00427C
      (770) 396-3207 Fax 396-9597                                                 ----------------
                                                                                      DRAWN

                                                                                       CMM
                                                                                  ----------------
                                                                                      DATE

                                                                                     11/1/00
                                                                                  ----------------
                                                                                   DRAWING NUMBER

                                                                                         A2
                                                                                      2 OF 4
                                                                                  ----------------
</TABLE>


<PAGE>

                     [CEILING PRICING NOTES GRAPHIC OMITTED]

                                                                  Exhibit "E-1"

                                  Ceiling Plan
<TABLE>

<S>                                  <C>                                          <C>
[LOGO]        Loia o Budde
             & ASSOCIATES                      Quality Systems, Inc.              ----------------
       -------------------------     -------------------------------------------  CAD FILE NUMBER
       5076 WInters Chapel Road      4th Floor Suite 450 Tower Place 100
        Atlanta, Georgia 30360       3340 Peachtree Road Atlanta, Georgia 30326       00427C
      (770) 396-3207 Fax 396-9597                                                 ----------------
                                                                                      DRAWN

                                                                                       CMM
                                                                                  ----------------
                                                                                      DATE

                                                                                     11/1/00
                                                                                  ----------------
                                                                                   DRAWING NUMBER

                                                                                         A3
                                                                                      3 OF 4
                                                                                  ----------------
</TABLE>


<PAGE>

                        [FINISH SCHEDULE GRAPHIC OMITTED]

                                                                  Exhibit "E-1"
                                        Finish Plan
<TABLE>

<S>                                  <C>                                          <C>
[LOGO]        Loia o Budde
             & ASSOCIATES                      Quality Systems, Inc.              ----------------
       -------------------------     -------------------------------------------  CAD FILE NUMBER
       5076 WInters Chapel Road      4th Floor Suite 450 Tower Place 100
        Atlanta, Georgia 30360       3340 Peachtree Road Atlanta, Georgia 30326       00427C
      (770) 396-3207 Fax 396-9597                                                 ----------------
                                                                                      DRAWN

                                                                                       CMM
                                                                                  ----------------
                                                                                      DATE

                                                                                     11/1/00
                                                                                  ----------------
                                                                                   DRAWING NUMBER

                                                                                         A3
                                                                                      3 OF 4
                                                                                  ----------------
</TABLE>

<PAGE>

                                   EXHIBIT "F"

                              RULES AND REGULATIONS

      1. The sidewalks, and public portions of the Building, 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 awnings or other projections shall be attached to the outside wails
of the Building. No curtains, blinds, shades, louvered openings or screens shall
be attached to or hung in, or used in connection with, any window or door of the
Premises, without the prior written consent of Landlord.

      3. 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 Building or on corridor walls. Signs on entrance door or doors shall
conform to building standard signs, samples of which are on display in
Landlord's rental office. 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.

      4. 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 Building shall not be covered
or obstructed by Tenant, nor shall any bottles, parcels, or other articles be
placed on the window sills.

      5. No show cases or other articles shall be put in front of or affixed to
any part of the exterior of the Building, nor placed in the public halls,
corridors or vestibules without the prior written consent of Landlord.

      6. 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.

      7. Tenant shall not in any way deface any part of the Premises or the
Building.

      8. No bicycles, vehicles or animals (except seeing eye dogs) of any kind
shall be brought into or kept in or about the Premises. No cooking shall be done
or permitted by Tenant on the Premises except in conformity with law and then
only in the utility kitchen, if any, as set forth in Tenant's layout, which is
to be primarily used by Tenant's employees for heating beverages and light
snacks. Tenant shall not cause or permit any unusual or objectionable odors to
be produced upon or permeate from the Premises.

      9. No space in the Building shall be used for manufacturing, distribution
or storage of merchandise, or for the sale of merchandise, goods or property of
any kind at auction.

      10. Tenant shall not make, or permit to be made, any unseemly or
disturbing noises or disturb or interfere with occupants of the Building or
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. Tenant shall not throw anything out of
the doors, windows or skylights or down the passageways.

      11. Neither Tenant, nor any of Tenant's servants, employees, agents,
visitors or licensees, shall at any time bring or keep upon the Premises any
inflammable, 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.

      12. 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 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.

      13. All removals, or the carrying in or out of any safes, freight,
furniture or bulky matter of any description must take place during the hours
which Landlord or its agent may determine from time to time. Landlord reserves
the right to inspect all freight to be brought into the Building and to exclude
from the Building all freight which violates any of these Rules and Regulations
or the Lease of which these Rules and Regulations are a part.

      14. Tenant shall be restricted in the use of the Premises as provided in
the Lease, but the Premises shall never be used for any of the following: (a)
public stenographic or typing services, (b) storage, manufacture or sale of
liquor, narcotics, tobacco or other restricted or regulated substances, except
where no license or permit is required and such business is conducted solely
with Tenant's employees or social quests, (c) public employment bureau or
agency, or (d) employment or payroll office, except as related to Tenant's
employees actually working on the Premises.

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

      16. Landlord reserves the right to exclude from the Building at all times
other than business hours all persons who do not present a pass to the Building
signed by Tenant. Tenant shall be responsible for all persons for whom it issues
such a pass and shall be liable to Landlord for all acts of such persons.

      17. Tenant agrees to purchase from Landlord or its agents all non-building
standard lamps.


<PAGE>

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

      19. The requirements of Tenant will be attended to only upon application
at the office of the Building. Building employees shall not perform any work or
do anything outside of their regular duties, unless under special instructions
from the office of Landlord.

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

      21. There shall not be used in any space, or in the public halls of any
building, either by Tenant or by its jobbers or others, in the delivery or
receipt of merchandise, any hand trucks, except those equipped with rubber tires
and side guards. No hand trucks shall be used in passenger elevators.

      22. Tenant, in order to obtain maximum effectiveness of the cooling
system, shall lower and/or close venetian or vertical blinds or drapes where sun
rays fall directly on windows of Premises.

      23. All paneling, or other wood products not considered furniture shall be
of fire retardant materials. Before installation of such materials,
certification of the materials' fire retardant characteristics shall be
submitted to Landlord or its agents, in a manner satisfactory to Landlord.

      24. All tenants must abide by the Fulton County Clean Indoor Air
Ordinance, effective June 21, 1993, which states that smoking is not allowed
within public facilities or places of employment. Tower Place has provided a
designated smoking area outside of the building which is the only approved area
for this activity.

      25. The parking access cards issued to tenants of Tower Place office
buildings also operate the building access system for the building in which the
leased premises are located. The card grants 24 hour, 7 day a week access to the
parking decks and to the common area of the aforementioned building. The access
card should not be considered a sole method of security to the leased premises.


<PAGE>

                           COMMENCEMENT DATE AGREEMENT

      Agreement made this 6 day of February, 2001 between TOWER PLACE, L.P.
(hereinafter referred to as "Landlord") and QUALITY SYSTEMS, INC. (hereinafter
referred to as "Tenant")

WHEREAS, Landlord and Tenant entered into this LEASE AGREEMENT DATED NOVEMBER
15, 2000 (hereinafter referred to as the "Lease"), for space located at Suite
450, 3340 Peachtree Road, N.E., Atlanta, Georgia;

      NOW, THEREFORE, pursuant to the provisions of Section 4.1 of the Lease
Agreement, Landlord and Tenant mutually agree as follows:

      1.    Tenant is in possession of, and has accepted, the Premises demised
            by the Lease. Tenant further certifies that all conditions of the
            Lease required of Landlord as of this date have been fulfilled and
            there are no defenses or offsets against the enforcement of the
            Lease by Landlord.

      2.    The Commencement Date of the above referenced lease agreement is
            February 5, 2001 and the Expiration Date is February 28, 2006.

      3.    Terms used herein are defined in the Lease.

      4.    Suite 450 is comprised of 7,720 rentable square feet

IN WITNESS WHEREOF, the parties hereto have signed and sealed this Agreement, as
of the day and year first written above.

LANDLORD:                                 TENANT
TOWER PLACE, L.P.                         QUALITY SYSTEMS, INC.
A Georgia Limited Partnership             a California Corporation


By: REGENT PEACHTREE HOLDINGS, INC.       By: /s/ Paul Holt
A Georgia Corporation, Its Sole              -----------------------------
General Partner                           Name: Paul Holt
                                          Its: Chief Financial Officer


By: /s/ David B. Allman
   --------------------------------------
   David B. Allman
   President


Attest: /s/ Terry L. Woolard                    Attest:
       ----------------------------------             --------------------------
       Terry L. Woolard                         Name
       Secretary                                Its:

Date: February 21, 2001                         Date:
     ------------------------------------            ---------------------------
     [CORPORATE SEAL]                                      [CORPORATE SEAL]