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STATE OF GEORGIA                                                 EXHIBIT 10.36

COUNTY OF FULTON

                                 LEASE AGREEMENT



         THIS LEASE, made this 22nd day of December, 1995 between MANSELL
OVERLOOK 100, LLC, a Georgia limited liability company having his principal
office at 70 Mansell Court, Suite 225, Roswell, Georgia 30076, telephone no.
(770) 993-5056, facsimile no. (770) 998-0515 (herein called "Landlord") and
COMPDENT CORPORATION, a Delaware corporation, having its principal office at
8800 Roswell Road, Suite 295, Atlanta, Georgia, 30350, telephone no. (770)
998-8936, facsimile no. (770) 992-4359 until the Commencement Date and
thereafter at the Premises (herein called "Tenant").

PREMISES                   1. Landlord hereby leases to Tenant and Tenant hereby
AND               rents and leases from Landlord the following described space
TERM              (herein called the "Premises") being approximately 56,406
                  square rentable feet (which is 34.9% of the Building) Suites #
                  400 and # 500 on the 4th and 5th Floors in Mansell Overlook
                  Building # 100 (hereinafter referred to as the "Building")
                  located at 100 Mansell Court East, Roswell, Georgia 30076
                  (hereinafter referred to as the "Property") in Land/Lot(s) 543
                  of the 1st District 2nd Section in The City of Alpharetta. In
                  addition to the Premises, Tenant is hereby granted a
                  non-exclusive right to use the common areas associated with
                  the Building, in accordance with the terms of the Lease; a
                  non-exclusive right to park 266 automobiles in the parking lot
                  located upon the Property; a non-exclusive right to park 80
                  compact automobiles during Normal Business Hours as set forth
                  in paragraph 8(a) below and subject to Landlord's relocation
                  rights set forth in paragraph 11, below, on the land adjacent
                  to the Property known as Mansell Court East (the "Extra
                  Parking"); and a nonexclusive right to park an additional 20
                  compact automobiles during Normal Business Hours as set forth
                  in paragraph 8(a) below and subject to Landlord's relocation
                  rights set forth in paragraph 11 below, in locations
                  determined pursuant to paragraph 11 of this Lease.  The
                  Building, the Property, and the location of the Extra Parking
                  are shown on the site plan attached hereto as EXHIBIT A.  The
                  Premises being more particularly shown and outlined on the
                  plan attached hereto as EXHIBIT A-1 and made a part hereof;
                  FOR A TERM to commence on the Commencement Date and to end at
                  the later of 6:00 P.M. on the 30th day of August, 2003 or the
                  last day of the eighty-fourth (84th) full calendar month after
                  the Commencement Date (herein called the "Term"). No easement
                  for light and air is granted hereunder. Landlord hereby
                  represents that the rentable square footage of the Premises
                  and the Building shall be computed in accordance with the
                  standards of the American National Standard Z65.1-1980 as
                  published by the Building Owners Management Association, as
                  reasonably adjusted to allocate to the Premises 906 square
                  feet of lobby common areas not addressed by such standards for
                  each of the 4th and 5th Floors. Within thirty(30) days of the
                  Commencement Date, Landlord shall deliver to Tenant a
                  statement from Landlord's architect certifying as to the
                  square footage of the Premises and the Building. If Tenant
                  disagrees with such statement, Tenant may retain an
                  architect to remeasure the Building and the Premises. In the
                  event the measurements of Landlord's architect and Tenant's
                  architect differ, the determination of the square footage of
                  the Premises and the Building shall be made by a third
                  architect satisfactory to Landlord and Tenant, or if Landlord
                  and Tenant cannot agree on such a third architect,
                  Smallwood, Reynolds, Stewart, Stewart & Associates, Inc. (or
                  an architect selected by the American Arbitration Association
                  in accordance with its then current procedures in the event
                  Smallwood, Reynolds, Stewart, Stewart & Associates, Inc. is
                  not willing to perform such services).  The measurements of
                  the third architect shall be conclusively binding on Landlord
                  and Tenant. If the square footage of the Premises and the
                  Building as ultimately determined is different than the
                  amounts set forth above, then Landlord and Tenant shall enter
                  into an amendment of this Lease amending Tenant's pro rata
                  share of the Building for purposes of paying Adjustments
                  pursuant to Paragraph 9, the amount of Base Rental payable by
                  Tenant, the amount of the Tenant Improvement Allowance
                  provided pursuant to Paragraph 39 below, and such other
                  modifications as are appropriate.

BASE                       2 (a) Tenant shall pay to Dove Properties, Inc., as
RENTAL            Agent for Landlord at Suite 225, 70 Mansell Court, Roswell,
                  Georgia 30076 or at such other places as Landlord designates
                  in writing, without demand, deduction or set-off, rental in
                  the amount of $815,066.76 per year ($14.45 per rentable square
                  foot per annum; hereinafter called "Base Rental") payable in
                  equal monthly installments of $67,922.23 in advance, on the
                  first day of each calendar month during the Term. A pro rata
                  monthly installment shall be due for the first and last month
                  of the Term should the Term begin or end on other than the
                  first or last day of the calendar month. On the date on which
                  Landlord and Tenant have executed this Lease, Tenant has
                  deposited with Landlord $93,304.93, representing the
                  installment for the first monthly Base Rental payable
                  hereunder plus the installment for the first monthly
                  Adjustment payable in Paragraph 9(j).


                             (b) Landlord and Tenant hereby agree that beginning
                  with the Base Rental payment due on the first anniversary of
                  the Commencement Date and every anniversary date thereafter
                  during the Term, the monthly Base Rental shall be increased by
                  the "Rental Adjustment" being an amount equal to the product
                  of (i) the monthly Base Rental in effect for the previous
                  month (as such sum may have been increased by any previous
                  Rental Adjustment hereunder), multiplied by (ii) four percent
                  (4%).



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DELIVERY OF                3.(a) The "Commencement Date shall be the sooner to
POSSESSION        occur of the date of Substantial Completion of the Building
TO TENANT         and the Premises or the date on which Tenant commences the
BY LANDLORD       operation of its business in the Premises. For purposes of
                  this Lease, "Substantial Completion" shall occur on the first
                  date on which all of the following conditions have been
                  satisfied: (i) the Building shall be completed in accordance
                  with the Building Plans (as hereinafter defined) and the
                  Premises shall be completed in accordance with the Tenant
                  Improvement Plans (as hereinafter defined) except for minor
                  punchlist items which do not materially and adversely affect
                  the full use and occupancy of the Premises by Tenant and do
                  not detract from the aesthetic appearance of the Premises;
                  (ii) a final certificate of occupancy shall be issued with
                  respect to the Premises; (iii) the electrical, mechanical,
                  life safety, and HVAC systems serving the Premises shall be
                  completely installed and in good operating condition; (iv) the
                  paved parking areas, driveways and walkways serving the
                  Building shall be completed; (v) all common areas and
                  facilities necessary for the use and enjoyment of the Premises
                  shall be completed; and (vi) ten (10) days shall have expired
                  since Tenant shall have been given access to the Premises
                  (with ceilings and carpet installed) for the purposes of
                  installing its furniture, cabling and computer and other
                  equipment. All furniture, computer and other equipment and
                  other personal property moved into the Premises shall be at
                  Tenant's sole risk, subject, however, to the terms of
                  subparagraph 20(f) establishing liability on the part of the
                  Landlord for proven acts of negligence or willful misconduct
                  committed by Landlord, its agents, contractors or employees.

                             (b) Landlord shall notify Tenant of the anticipated
                  completion not less than thirty (30) days prior to the
                  Commencement Date. The taking of possession by Tenant shall
                  conclusively establish that said improvements have been
                  completed in accordance with the building plans and the plans
                  depicting improvements to be made to the Premises referred in
                  paragraph 39 below (the "Tenant Improvement Plans") and that
                  the Premises are in good and satisfactory condition at the
                  time possession is taken, subject to "punch list items"
                  submitted to Landlord prior to occupancy and latent defects
                  discovered during the first year after the Commencement Date.

                             (c) Tenant's contractors, consultants, vendors and
                  suppliers shall have access to the Premises during the thirty
                  (30) day period prior to the Commencement Date for the
                  purposes of installing Tenant's cabling, telephone system and
                  otherwise preparing the Premises for occupancy by Tenant,
                  except that Tenant may not move furniture into the Premises
                  prior to the issuance of a certificate of occupancy unless the
                  appropriate governmental authorities permit such furniture to
                  be moved into the Premises. Tenant's contractor shall also
                  have earlier access to the Premises for the purpose of
                  installing computer and other cabling in the slab of the
                  Premises provided such installation is coordinated with the
                  Landlord and its contractor. Tenant agrees not to unreasonably
                  interfere with Landlord's contractors, subcontractors,
                  employees and agents. Tenant acknowledges that in the event of
                  a conflict between the work to be performed by its contractors
                  and work to be performed by Landlord's contractors, Landlord's
                  contractors shall have priority.

                             (d) Landlord will use its reasonable, good faith
                  efforts to cause the Commencement Date to occur on or before
                  September 1, 1996. If the Commencement Date has not occurred
                  on or before November 1, 1996, Tenant shall have the right to
                  terminate this Lease upon thirty (30) days prior written
                  notice to Landlord, in which event Landlord shall refund to
                  Tenant the $93,304.93 previously paid by Tenant to Landlord
                  pursuant to paragraph 2(a), above. Notwithstanding anything
                  herein to the contrary, however, the November 1, 1996 deadline
                  for the occurrence of the Commencement Date set forth above
                  shall be extended (for a maximum period of sixty (60) days)
                  upon the occurrence of any force majeure. As used herein,
                  "force majeure" shall mean strikes, lockouts, sitdowns,
                  material or labor restrictions by any governmental authority,
                  unusual transportation delays, riots, floods, washouts,
                  explosions, earthquakes, fire, storms, acts of the public
                  enemy, wars, insurrections and any other cause not reasonably
                  within the control of Landlord and which by the exercise of
                  due diligence Landlord is unable, wholly or in part, to
                  prevent or overcome.



REPAIRS BY                 4.(a) Subject to Landlord's repair obligations set
TENANT AND        forth in Paragraph 6(a) below, Tenant will, at Tenant's
REMOVAL OF        expense, take good care of the Premises and the fixtures and
IMPROVEMENTS      appurtenances therein, and will suffer no active or
AND               permissive waste or injury thereof. Subject to the terms of
ALTERATIONS       Paragraph 22 below, Tenant shall, at Tenant's expense, but
UPON              under the direction of Landlord, promptly repair any injury or
TERMINATION       damage to the Premises or the Building caused by the misuse or
                  neglect thereof by Tenant, or by persons permitted on the
                  Premises by Tenant, or Tenant moving in or out of the
                  Premises.

                             (b) Tenant shall not make any alterations,
                  additions or improvements to the core of the Building or in or
                  about the Premises which affect the electrical, mechanical or
                  plumbing systems or structural integrity of the Building. No
                  alteration work shall materially interfere with other Tenants
                  in the Building. Tenant may make any other alterations,
                  additions or improvements to the Premises without Landlord's
                  consent provided Tenant shall give Landlord prior written
                  notice describing with reasonable specificity any proposed
                  alteration, addition or improvement. If the alteration,
                  addition or improvement in question will materially and
                  adversely affect the marketability of the Premises upon the
                  expiration or earlier termination of the Term (determined with
                  reference to other "second generation" office space in the
                  Market), Landlord may, within ten (10) days of the receipt of
                  Tenant's notice, notify Tenant that Landlord will require that
                  Tenant, no later than ten (10) days following the expiration
                  or earlier


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                  termination of the Term, remove such alteration, addition or
                  improvement to the Premises and restore the Premises to the
                  condition that existed prior to such alteration, addition or
                  improvement being made (reasonable wear and tear excepted). If
                  Landlord timely notifies Tenant that it will require the
                  alteration, addition or improvement in question to be removed
                  upon the expiration of the Term and Tenant moves forward and
                  installs such alteration, addition or improvement, then, upon
                  the expiration of the Term, Tenant shall be required to remove
                  such alteration, addition or improvement and restore the
                  Premises to the condition that existed prior to such
                  alteration, addition or improvement being made (reasonable
                  wear and tear excepted).  The parties agree that the following
                  alterations or improvements could be required to be removed
                  pursuant to the standard established by this subparagraph:
                  alterations consisting of a raised floor computer room,
                  alterations resulting in offices or office areas smaller than
                  the offices constructed as part of the initial improvement of
                  the Premises, and material alterations to the reception area
                  which materially affect pedestrian flow through the reception
                  area. In addition to complying with the Rules and Regulations
                  set forth on Exhibit "C" attached hereto and the other terms
                  of this Lease, Tenant shall not do or permit anything to be
                  done in or about the Premises nor bring or keep anything
                  herein which is not within the permitted use of the Premises
                  which will in any way increase the existing rate or affect any
                  fire or other insurance upon the Building or any of its
                  contents or cause a cancellation of any insurance policy
                  covering said Building or any part thereof or any of its
                  contents. In the event that Tenant's actions, omissions or
                  occupancy of the Premises shall cause the rate of fire or
                  other insurance on the Building and/or the Premises to be
                  increased, Tenant shall pay, as additional rent, the amount of
                  any such increase promptly upon demand by Landlord. Landlord
                  agrees to use to give Tenant written notice of the
                  proposed voiding, suspensions, or increase in the premium of,
                  such insurance, and an opportunity to cease any conduct
                  causing same, prior to Tenant's incurring the cost of such
                  increased premium. Tenant shall have the right to pay of any
                  such increased premium cost in lieu of ceasing such conduct,
                  as long as such conduct is not otherwise prohibited in the
                  Lease. The foregoing to the contrary notwithstanding, Tenant
                  shall not use or permit the Premises to be used in violation
                  of the prohibitions of Paragraph 4 of the "Rules and
                  Regulations" attached hereto. In no event shall Tenant be
                  required to remove any improvements made pursuant to the
                  Tenant Improvement Plans.

                             (c) All alterations, additions or improvements in
                  or to the Premises (including, but not limited to carpets,
                  drapes and drape hardware) made or installed by Tenant which
                  were paid for by Tenant and were not part of the Tenant
                  Improvement Plans shall become the property of Landlord at the
                  expiration of the Term. Notwithstanding anything herein to the
                  contrary, Tenant may elect to have Landlord remove any
                  alterations, additions or improvements to be removed pursuant
                  to subparagraph 4(b) above, at Tenant's expense, provided
                  Tenant so notifies Landlord in writing prior to the expiration
                  of the Term and pays to Landlord on or before the last day of
                  the Term the funds necessary to complete such removal and
                  restoration, the amount of which funds shall be determined by
                  Landlord in its reasonable discretion. Landlord acknowledges
                  that Tenant shall be allowed to remove at Tenant's expense all
                  modular work station cubicles, and any computer hardware,
                  which is owned or which was purchased by Tenant.

                             (d) Subject to the terms of subparagraphs 4(b) and
                  (c) above, no later than the last day of the Term, Tenant will
                  remove all Tenant's personal property and repair all injury
                  done by or in connection with installation or removal of said
                  property and surrender the Premises (together with all keys to
                  the Premises) in as good a condition as they were at the
                  beginning of the Term, reasonable wear and tear and damage by
                  casualty or condemnation excepted (subject, however, to the
                  terms of paragraph 20 below). All property of Tenant remaining
                  on the Premises after Tenant has vacated the Premises shall be
                  deemed conclusively abandoned and may be removed by Landlord,
                  and Tenant shall reimburse Landlord for the cost of removing
                  the same, subject however, to Landlord's right to require
                  Tenant to remove any improvements or additions made to the
                  Premises by Tenant and for Tenant to restore the Premises to
                  its original condition pursuant to the preceding subparagraph
                  4(b) above.

                             (e) In doing any work of any nature in, to or about
                  the Premises, Tenant will use contractors or workmen approved
                  by Landlord. Tenant shall promptly pay and discharge any and
                  all licenses, imposts, liens or other charges arising out of
                  or in connection with the performance of any act required of
                  or permitted Tenant hereunder and shall keep the Premises free
                  and clear from any such liens or charges. In furtherance
                  thereof, Tenant agrees to indemnify and hold Landlord harmless
                  from and against any and all losses, costs, damages or
                  liabilities resulting from or attributable to any liens or
                  claims of lien for said work and Tenant shall remove any such
                  lien or claim of lien promptly upon notice from Landlord or
                  upon any prior notice of such lien or claim of lien.

                             (f) In the performance of acts required or
                  permitted by Tenant under Paragraph 7 or any other provisions
                  of this Lease, Tenant shall obey and comply with all lawful
                  requirements, rules, regulations and ordinances of all legally
                  constituted authorities existing at any time during the
                  continuance of such performance which in any way affects the
                  Premises or the use of the Premises by Tenant.  Such
                  compliance shall include compliance by Tenant with
                  requirements of the Occupational Safety and Health Act and all
                  amendments thereto, as the same applies to Tenant's use of the
                  Premises. Should any such requirement, rule, regulation or
                  ordinance which does not apply to the Building generally, but
                  which instead applies by virtue of Tenant's specific manner of
                  use of the Premises, require any alteration or addition to the
                  Premises, Landlord shall perform same at Tenant's expense.
                  Landlord shall, at Landlord's



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                  expense but subject to inclusion in Adjustments pursuant to
                  paragraph 9 below [subject, however, to the limitations set
                  forth in subparagraphs 9(k) and (m)], perform any alterations
                  or additions to the Premises required by any law or act which
                  are not required by virtue of Tenant's specific manner of use
                  of the Premises.

TENANT                     5. Landlord shall not be liable to Tenant for any
RISK              theft of or damage to any personal property brought into the
                  Building or the Premises by Tenant, its employees, agents,
                  contractors, licensees and invitees, except where such theft
                  or damage results from proven acts of negligence or willful
                  misconduct for which Landlord or its agents, contractors or
                  employees are proven to be responsible.

REPAIRS AND                6. (a) Tenant shall be responsible for its pro
MAINTENANCE       rata share of the cost of all maintenance and repair
                  required in connection with the Premises and the Building
                  to the extent such costs fall within the scope of the
                  Adjustments in accordance with Paragraphs 8 and 9. Landlord
                  shall not be liable to Tenant,except as expressly provided
                  in this Lease, for any damage or inconvenience, and Tenant
                  shall not be entitled to any abatement or reduction of rent,
                  by reason of any repairs, alterations or additions made by
                  Landlord under this Lease, except as provided in Paragraphs
                  8 and 10. Landlord shall not be required to make any repairs
                  to the Premises except repairs necessary for safety and
                  tenantability, repairs to the systems (including without
                  limitation the plumbing, electrical, and heating,
                  ventilating, and air conditioning systems) serving the
                  Premises, repairs to the roof and structural components of
                  the Premises, and repairs necessitated by the proven acts of
                  negligence or willful misconduct of Landlord, its agents,
                  contractors or employees. Landlord shall also be responsible
                  for repairing and maintaining in good condition the common
                  areas of the Building and the parking areas, driveways,
                  walkways and landscaped areas serving the Building. All such
                  costs shall be included in the Adjustments pursuant to the
                  terms of Paragraph 9 below.

                           (b) Subject to the terms of Paragraph 22 below,
                  Tenant shall, at its own cost and expense repair or replace
                  any damage or injury to all or any part of the Premises caused
                  by Tenant its agents, employees, invitees, licensees or
                  visitors; provided, however, if Tenant fails to make the
                  repairs or replacements within the cure period provided in
                  Paragraph 12, Landlord may, at his option, make the repairs or
                  replacements and Tenant shall reimburse the cost to Landlord
                  on demand.

                           (c) Tenant shall not commit or allow any waste or
                  damage to be committed or any hazardous materials to be stored
                  or used on any portion of the Premises or in the Building
                  (except in compliance with applicable laws). The cost and
                  expense of any repairs and clean-up necessary to restore the
                  condition of the Premises to its condition existing on the
                  Commencement Date, ordinary wear and tear excepted, shall be
                  borne by Tenant, and if Landlord undertakes to restore the
                  Premises, it shall have the right of reimbursement against
                  Tenant, or as provided in Paragraph 4 above. Tenant's
                  obligation to remove alterations, additions, or improvements
                  shall be as set forth in Paragraph 4 above.

USAGE                      7. Tenant shall use and occupy the premises as
                  general offices and uses ancillary thereto (including, without
                  limitation an employee break room) and for no other purpose.
                  Tenant shall use the fifth floor as an executive office floor
                  accommodating no more than 126 people and the fourth floor as
                  a clerical floor accommodating no more than 241 people. For
                  purposes of this paragraph, the number of people accommodated
                  on either floor shall be determined based on the total number
                  of desks, offices, cubicles, conference training room seats,
                  or other designated spaces located thereon. Tenant
                  acknowledges that the accommodation of 241 people on the
                  fourth floor of the Building exceeds the current design
                  standards for the Building and agrees to pay to Landlord all
                  costs associated with increasing the capacity of the Building
                  systems beyond the design limit of 166 people to accommodate
                  such increased personnel density. Such Building systems
                  upgrade shall be governed by the terms of paragraph 4, above.
                  Tenant may use Landlord's Building Architect and Landlord's
                  consulting engineers to design the changes required to densify
                  the Building as aforesaid but, in the event Tenant engages
                  other architects or engineers to design such changes, Tenant
                  shall reimburse Landlord for the expense incurred by Landlord
                  in having Landlord's Building Architect and consulting
                  engineers review and approve the plans and specifications for
                  such design changes. Tenant's use of the Premises shall not
                  violate any ordinance, law or regulations of any governmental
                  body or the "Rules and Regulations" of Landlord as made a
                  part hereof. In case of breach of this covenant, Tenant
                  agrees that Landlord may declare the lease to be in Default
                  as defined in Paragraph 12 below (if such breach is not cured
                  within the applicable cure period) and may terminate either
                  this Lease or Tenant's right to possession hereunder by
                  giving Tenant sixty (60) days notice to vacate. Landlord
                  represents that Tenant's permitted use of the Premises set
                  forth in first sentence of this Paragraph 7 shall be in full
                  compliance with all applicable zoning, land use and
                  development laws and that if Tenant uses the Premises as
                  permitted herein, its use shall not cause any increase in
                  the existing rates payable with respect to any fire or
                  other insurance policies relating to the Building. The
                  Premises shall be used for purposes otherwise in keeping
                  with the Class A nature of the Building.

Services,                  8. (a) Landlord shall furnish, at Tenant's pro rata
Elevator, Water   cost and expense as provided in Paragraph 9, the following
Cleaning &        services: (i) elevator service; (ii) heating and air
Electricity       conditioning; (iii) hot and cold domestic water and common use
                  of restrooms, and (iv) cleaning services; (v) security
                  services consisting of electronic keyed access to the Building
                  and a manned on-site after-hours station; and (vi) exterior
                  window washing. The services described in clauses



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                  (i), (iii) and (v) shall be provided each day during the
                  Term of this Lease. The services described in clause (iv)
                  shall be provided on each normal business day except
                  Holidays. The services described in clause (ii) shall be
                  available from 8:00 a.m. until 6:00 p.m. Monday through
                  Friday inclusive, and 8:30 a.m. until 1:00 p.m. on Saturdays,
                  except Holidays (herein referred to as "Normal Business
                  Hours"). As used herein, the term "Holidays" shall mean New
                  Year's Day, Memorial Day, Independence Day, Labor Day,
                  Thanksgiving Day and Christmas Day and other holidays
                  generally observed by the owners of comparable buildings in
                  the Market. Heating, air conditioning and electric service
                  shall also be available on demand by Tenant by virtue of
                  switching located within the Premises to switch on the
                  heating and air conditioning by floor or quadrant of a floor
                  of the Premises at Tenant's expense during hours after Normal
                  Business Hours at rates not in excess of the lowest rate
                  charged to other tenants of the Building for comparable
                  service (hereinafter referred to as the "After Hours Cost").
                  The After Hours Cost shall be equal to the sum of (1) the
                  cost of all electricity consumed in the operation of the
                  Premises (as recorded on electric submeters installed by
                  Landlord at Tenant's expense); (2) the cost of all water
                  consumed for air conditioning and restroom facilities; (3)
                  the actual cost of Landlord's maintenance personnel or
                  contractors needed to serve Tenant's after hours
                  requirements, if any; and (4) the product of (i) the number
                  of hours the Premises are occupied by Tenant above the Normal
                  Business Hours, multiplied by (ii) the "After Hours Rate" (as
                  hereinafter defined) The "After Hours Rate" shall be an
                  hourly rate equal to the sum of: (1) the increased
                  maintenance cost, if any, per hour resulting from Tenant's
                  after hours use of all Building and Premises systems; (2) the
                  incremental hourly cost of all water and electricity consumed
                  by the Building systems (e.g., cooling tower, fresh air fans,
                  elevator, lobby, lighting, etc.) which is attributable to
                  Tenant's occupancy of the Premises during times other than
                  the Normal Business Hours; and (3) if the heating and air
                  conditioning system was used, the hourly replacement cost of
                  the Building and Premises heating and air conditioning
                  systems computed by dividing the installed replacement costs
                  of such systems by the operating life (in hours) of such
                  systems. Landlord may charge Tenant for administering the
                  After Hours Cost the lesser of $35.00 per usage beyond the
                  Normal Business Hours, $200.00 per month or $2,400.00 per
                  calendar year. The charges for After Hours Cost plus the
                  administrative charges shall be invoiced to Tenant by the
                  twentieth (20th) of each month and paid by Tenant to Landlord
                  by the first of the succeeding month. Paragraph 9(k) of the
                  Lease shall govern the After Hours Cost.

                             (b) As provided in Paragraph 9, Landlord shall also
                  furnish, at Tenant's pro rata cost and expense pursuant to
                  Paragraph 9 below, electric current on the Premises for
                  lighting and for small business machinery only (e.g., desk top
                  computers, fax machines, printers, kitchen appliances in
                  Tenant's employee breakroom and other small office equipment)
                  using 110 volt, 20 AMP circuits. Tenant will not use any
                  electrical equipment which in Landlord's opinion will overload
                  the wiring installations or interfere with the reasonable use
                  thereof by other tenants in the Building. If Tenant shall use
                  any equipment which would result in subparagraph 8(e) below
                  being applicable, Tenant shall notify Landlord within ten (10)
                  business days after installing such equipment. Tenant shall
                  not, without Landlord's prior written consent, in each
                  instance, make any alteration to the electrical system. All
                  additional circuits or equipment required shall be provided by
                  Landlord and the reasonable cost of installation and the power
                  consumption thereof shall be paid by Tenant upon Landlord's
                  demand.

                             (c) If Tenant uses any of the services or electric
                  current enumerated in this paragraph in an amount or for a
                  period in excess of that provided for herein, on an average
                  basis, taking into account both floors of the Premises, then
                  Landlord reserves the right to charge Tenant as additional
                  rent a reasonable sum as reimbursement for the direct cost of
                  such added services. In the event of disagreement as to
                  reasonableness of such charge, the opinion of the appropriate
                  local utility company or local independent professional
                  engineer shall prevail.

                             (d) Subject to the terms of subparagraph 20(f)
                  below, Landlord shall in no way be liable for cessation of any
                  of the above services caused by strike, accident or breakdown,
                  nor shall Landlord be liable for damages from the stopping of
                  elevator nor elevator service, or any of the fixtures or
                  equipment in the Building being out or repair, or for injury
                  to person or property, caused by any defects in the electrical
                  equipment, heating, ventilating and air conditioning system,
                  elevators or water apparatus, or for any damages arising out
                  of failure to furnish the services enumerated in this
                  paragraph. Notwithstanding the foregoing, in the event that
                  (i) Landlord fails to provide services in Paragraph 8(a) to
                  Tenant or to make any repair as required by this Lease for a
                  continuous period in excess of seven (7) business days
                  following written notice from Tenant of such failure (which
                  notice shall specify the date on which such failure first
                  occurred) and such failure is not caused by the failure of any
                  public utility to provide service to the Premises or the
                  Building, and (ii) such failure results in all or a
                  substantial portion of the Premises being untenantable,
                  Landlord shall provide Tenant an offset against rents next
                  owing, in an amount equal to the Base Rental and Adjustments
                  due under this Lease (with the amount of such offset of rent
                  being prorated based on the portion of the Premises which is
                  rendered untenantable in the event such failure does not
                  render the entire Premises untenantable) from and after the
                  expiration of such seven (7) business day period and until
                  such time as Landlord resumes providing such service or
                  services to Tenant or makes the repair in question. The
                  following are examples of conditions that the parties agree
                  will result in all or a portion of the Premises being
                  untenantable: the unavailability of air conditioning during
                  hot summer months; the unavailability of heating during cold
                  winter months; the absence of janitorial services; and the
                  absence of electrical services to the Premises.

                             (e) In the event that Tenant uses equipment which
                  consumes electricity



                                      -5-
<PAGE>   6

                  in excess of the electricity consumed by equipment typically
                  used in the operation of a business office (e.g., personal
                  computers, printers and fax machines) or in the event Tenant
                  consistently operates its business in all or a substantial
                  portion of the Premises for hours in excess of hours specified
                  in subparagraph 8(a), Landlord may separately meter the
                  electrical consumption of the Premises or a substantial
                  portion of the Premises. In such event, Tenant agrees to pay
                  Landlord Tenant's pro rata share of such cost derived from
                  Tenant's floor area of the Premises as a ratio of the total
                  floor area of the Building or any smaller component thereof
                  having a separate utility and/or service measuring device
                  (e.g., meter) to determine such cost. Such payment by Tenant
                  to Landlord shall be paid in the same manner and time as Base
                  Rental in Paragraph 2, above. Landlord agrees to include a
                  provision such as this in the leases relating to other space
                  in the Building and enforce its provisions as to any tenant
                  which uses any disproportionately large amounts of utilities
                  and/or services. Any costs paid by Tenant pursuant to the
                  terms of this subparagraph 8(e) shall not be included in
                  Adjustments pursuant to Paragraph 9 below. In the event that
                  all or a substantial portion of the Premises is separately
                  metered, then an appropriate adjustment to the amount of
                  Adjustments shall be made (e.g., in the event that the entire
                  Premises is separately metered, then the only cost of
                  electricity included in Adjustments shall be electricity
                  consumed in connection with the common areas of the Building).

                           (f) In the event Tenant does not pay Landlord for
                  utilities, Base Rental, and/or services when due and fails to
                  cure such default within the applicable cure period, Landlord
                  may, after three (3) days written notice to Tenant,
                  discontinue supplying such utilities and/or services. Tenant
                  hereby holds Landlord harmless for actual and consequential
                  damages incurred by Tenant due to discontinuance of utility
                  and/or services caused by Tenant's failure to pay Landlord
                  amounts due.

ADJUSTMENTS                9. In addition to the Base Rental provided in
                  Paragraph 2 herein above, Tenant shall pay to Landlord the
                  following expenses of operating the Premises and Tenant's pro
                  rata share of the following expenses of operating the
                  Building, such expenses are herein called "Adjustments" (for
                  purposes of this provision, Tenant's pro rata share shall be
                  computed by dividing the total floor area of the Premises by
                  the total floor area of the Building, which pro rata share is
                  hereby agreed to be 34.9%):

                              (a) All real estate taxes on the Building and the
                  Premises, including land, the Building and improvements
                  thereon. Said real estate taxes shall include all real estate
                  taxes and assessments that are levied upon and/or assessed
                  against the Premises, including any taxes which may be levied
                  on rents and/or any cost incurred by Landlord in contesting or
                  mitigating same.

                              (b) All insurance on the Building and the Premises
                  including all insurance premiums for fire, extended coverage,
                  liability, and any other insurance that Landlord deems
                  necessary on the Building and the Premises.

                              (c) All costs to maintain, repair and replace
                  common areas, parking lots, sidewalks, driveways and other
                  areas, facilities and equipment used in common by the tenants
                  of the Building. It is agreed that Tenant shall pay 100% of
                  the costs to maintain the Extra Parking.

                              (d) Any parking charges, utility surcharges, or
                  any other costs levied, assessed or imposed by, or at the
                  direction of, or resulting from statutes or regulations, or
                  interpretations thereof, promulgated by any governmental
                  authority in connection with Tenant's use or occupancy of the
                  Premises or the parking facilities serving the Premises.

                              (e) The cost of providing the services enumerated
                  in Paragraph 8 above.

                              (f) The cost of maintaining and repairing the
                  Building, its mechanical, electrical, plumbing and heating,
                  ventilating and air conditioning systems, and exterior,
                  including the roof system and glass.

                              (g) The cost of maintaining and repairing the
                  Premises.

                              (h) The cost of property management, not to exceed
                  four percent (4%) of gross rentals and revenues collected from
                  Tenant.

                              (i) Tenant is hereby notified that the estimated
                  monthly installments of "Adjustments" are payable per month in
                  the amount of $25,382.70 and at the rate of $5.40 per square
                  foot (rentable) per year beginning on the Commencement Date,
                  and continuing each month in advance on the first day thereof.
                  Tenant shall continue to make said monthly payments until
                  notified by Landlord of a change thereof. By April 1st of each
                  year Landlord shall give Tenant a statement showing the total
                  Adjustments for the Building for the prior calendar year and
                  Tenant's allocable share thereof, prorated from the
                  Commencement Date. Landlord's statement shall show a breakdown
                  of Adjustments into at least the following categories: real
                  estate taxes, insurance, common area maintenance, building
                  maintenance, utilities and garbage and property management
                  fee. In the event the total of the monthly payments which
                  Tenant has made for the prior calendar year are less than the
                  Tenant's actual pro rata share of such Adjustments, then
                  Tenant shall pay the difference in a lump sum with the next
                  installment of Base Rental but no less than ten days after
                  receipt of such statement from Landlord and shall concurrently
                  pay the difference between the revised monthly payments for
                  the then current calendar year versus the amount actually
                  paid. In the event the total of the monthly payments



                                      -6-
<PAGE>   7

                  which Tenant has made for the prior calendar year are greater
                  than Tenant's actual pro rata share of such Adjustments, then
                  the amount of such overpayment shall be credited towards the
                  monthly Base Rental or Adjustments next coming due. The
                  projected actual Adjustments for the current year shall be
                  used for the purposes of calculating the anticipated monthly
                  Adjustments for the then current year with actual
                  determination of such Adjustments after each calendar year as
                  above provided. Even though the Term has expired and Tenant
                  has vacated the Premises, when the final determination is made
                  of Tenant's share of said Adjustments for the year in which
                  this Lease terminates, Tenant shall immediately pay any
                  increase due over the estimated Adjustments previously paid
                  and, conversely, any overpayment made shall be immediately
                  rebated by Landlord to Tenant.

                             (j) Notwithstanding anything to the contrary
                  contained in this Lease, the following items shall be
                  excluded (or, as applicable, deducted) by Landlord in
                  determining or calculating Adjustments: (i) the cost of
                  repairs or other work occasioned by fire, windstorm or other
                  casualty or loss, or by the exercise of eminent domain, to
                  the extent that same are covered by proceeds of insurance or
                  condemnation awards; (ii) rental concessions or lease
                  buy-outs; (iii) the costs of renovating or otherwise
                  improving or decorating, painting or redecorating other
                  premises for tenants of the Building or any other costs
                  related to procuring new leases or renewals, expansions or
                  extensions of existing leases; (iv) depreciation; (v) amounts
                  paid to Landlord, subsidiaries or affiliates of Landlord,
                  for services to the Building if and to the extent the cost
                  therefor exceeds competitive costs for such services in
                  comparable projects or buildings located within the Market
                  were they not so rendered by Landlord, or a subsidiary or
                  affiliate of Landlord; (vi) payments of principal, interest
                  or other payments or any kind on any deeds to secure debt,
                  mortgages, ground or underlying lease(s), or other
                  hypothecations for security of all or any part of the Project
                  or the Building by Landlord; (vii) any compensation paid to
                  clerks, attendants, or other persons or entities in any
                  commercial concessions operated by Landlord; (viii) all items
                  and services and goods for which Tenant or any other tenant,
                  occupant, person or other party reimburses Landlord or pays
                  third parties; (ix) wages, salaries and other compensation
                  paid to employees of the Landlord at the Building who are
                  above the grade of Building superintendent or manager; (x)
                  brokerage, legal and professional fees expended by Landlord
                  in connection with negotiating and entering into any leases
                  and any related instruments (including without limitation,
                  guaranties, surrender agreements, leasing amendments and
                  consents to assignment or subletting) with any tenant
                  or other occupant of any portion of the Project or the
                  Building and the enforcement of any such instruments; (xi)
                  estate, inheritance, gift, transfer, net worth, intangibles,
                  franchise and income taxes of Landlord (but in no event shall
                  this subparagraph exclude rent taxes or any net worth,
                  franchise or income tax assessment in lieu of and in
                  substitution for real estate taxes); (xii) all other items
                  for which Tenant or any other tenant, occupant or other party
                  compensate Landlord under this Lease so that no duplication
                  of payments by Tenant to Landlord shall occur; (xiii) any
                  costs, fines or penalties incurred due to violations by
                  Landlord of any law; (xiv) the cost of the initial
                  construction of the Building or any subsequent additions
                  thereto and the cost of correcting any defects in such
                  construction; (xv) expenses for the replacement of any item
                  covered under warranty to the extent of proceeds or payments
                  actually received by Landlord under such warranty; (xvi)
                  Landlord's general corporate overhead and administrative
                  expenses except as permitted in Paragraph 9 (i); (xvii) any
                  expenses related to the removal of hazardous substances as
                  defined in any presently existing applicable environmental
                  law or regulation brought on the Premises by Landlord, its
                  agents, contractors or employees; (xviii) costs and expenses
                  incurred in connection with financing, refinancing or
                  syndication of the Building; (xix) any cost or expense which
                  is specific to Buildings 10, 20, 30, 70 or any other building
                  which is hereafter part of the project of which the Building
                  is a part (the "Adjacent Buildings"); (xx) other items not
                  customarily included as operating expenses for comparable
                  buildings in the Market; (xxi) costs or expenditures
                  resulting from Landlord's default or from proven acts of
                  negligence or willful misconduct committed by Landlord, its
                  agents, contractors or employees. Any cost or expense which
                  benefits one or more of the Adjacent Buildings in addition to
                  the Building shall be allocated among the benefited buildings
                  in proportion to the square footage of the benefited
                  buildings.

                              (k) Within three (3) months of Tenant's receipt of
                  a statement from Landlord showing computation of the
                  Adjustments (or at any time if Landlord fails to provide such
                  a statement), Tenant may, upon thirty (30) days' written
                  notice to Landlord and at Tenant's sole cost and expense,
                  conduct an audit of Landlord's books and records with respect
                  to Adjustments. Officers or agents of Tenant shall conduct
                  such audit during regular business hours at Landlord's
                  offices. If such audit shall disclose an error in Landlord's
                  calculation of Adjustments for such year, proper adjustment
                  shall forthwith be made between Landlord and Tenant to correct
                  any overpayment or underpayment of Adjustments by Tenant (with
                  any adjustment by Landlord in favor of Tenant to be in the
                  form of a credit against future rent). In the event such audit
                  discloses an overstatement of Adjustments by Landlord of more
                  than ten (10) percent, Landlord shall pay the cost of such
                  audit.

                              (1) Any costs which would be capitalized in
                  accordance with generally accepted accounting principles
                  ("Capital Costs") shall be amortized on a straight line basis
                  over the useful life expectancy of same. The amortized cost
                  allocable to a particular year shall be includable in
                  Adjustments for such year in accordance with the following:
                  (i) any costs incurred in acquiring and installing any device
                  or equipment reasonably believed by Landlord to improve the
                  operating efficiency of any system within the Building shall
                  be included in Adjustments in its entirety; (ii) any costs
                  incurred in making an improvement to the Building in order to
                  comply with any law enacted after the date the Building is
                  constructed shall likewise be included in



                                      -7-
<PAGE>   8

                  Adjustments in its entirety; (iii) the costs to maintain the
                  Extra Parking, (iv) otherwise, the amount included in
                  Adjustments on account of such Capital Costs (exclusive of the
                  costs described in clauses (i), (ii) and (iii) which shall be
                  included in their entireties) in any year shall not exceed the
                  Capital Costs Cap. The term "Capital Cost Cap" shall mean (i)
                  $.30 per square foot during the first year of the Term and
                  (ii) during each succeeding year an amount equal to the
                  product of $.30 per square foot and a fraction, the numerator
                  of which is the Index most recently published prior to the
                  first day of the year in question and the denominator of which
                  is the Index most recently published prior to the Commencement
                  Date. As used herein, the Index shall mean the Bureau of Labor
                  Statistics Consumer Price Index (All Urban Consumers - U.S.
                  City Average 1982-84 = 100). In the event the Index ceases
                  being published, Landlord shall select a replacement index
                  which will result in comparable adjustments.

DESTRUCTION                10. If the Building is totally destroyed (or so
TO                substantially damaged as to be unable to be restored or
PREMISES          repaired within 180 days of the fire or other casualty as
                  determined by Landlord's Insurance adjuster) by storm, fire,
                  earthquake, or other casualty, the Lease, shall at the option
                  of either party, by giving notice within thirty (30) days of
                  such destruction or damage, terminate as of the date of such
                  destruction or damage, and rental shall be accounted for as
                  between Landlord and Tenant as of that date. If the Premises,
                  but not the entire Building, are damaged or are rendered
                  partially or wholly untenantable by any such casualty, rental
                  shall abate in proportion to the area of the Premises which
                  cannot be used or occupied by Tenant as a result of such
                  casualty and Landlord shall restore the Premises within 180
                  days of the date of such casualty unless prevented from doing
                  so for reasons beyond Landlord's control, in which event such
                  restoration period shall be so extended for up to 60 days. If
                  the Premises are not restored within the period of time
                  specified in the preceding sentence, Tenant shall be entitled
                  to terminate this Lease by written notice to Landlord. In no
                  event shall rent abate if damage or destruction to the
                  Premises is the result of negligence of Tenant, its agents or
                  employees, except to the extent or rental or business
                  interruption insurance proceeds received by Landlord.

RULES                     11. Tenant will observe and comply with the "Rules
AND               and Regulations" attached hereto as Exhibit C and made a part
REGULATIONS       hereof and such further reasonable rules and regulations as
EXTRA PARKING     Landlord may prescribe, on written notice to Tenant, for the
                  safety, care and cleanliness of the Building, and the comfort,
                  quietness and convenience of other occupants of the Building.
                  Landlord shall have the exclusive right to regulate and
                  control parking areas and Tenant hereby agrees to conform to
                  such rules and regulations as Landlord may establish. Tenant
                  shall have the nonexclusive use of 266 automobile spaces for
                  free parking on the Property shown in Exhibit A-1 for its
                  employees, vendors, and business invitees. Tenant shall not
                  allow more than 266 cars to be parked on the Property for any
                  employee, visitor, contractor, vendor, or other business
                  invitee. Landlord shall make available to Tenant on a
                  non-exclusive basis within sixty (60) days after prior written
                  notice from Tenant, 20 extra parking spaces in an area no more
                  than 450' from any door of the Building, so that Tenant shall
                  have access and non-exclusive use of a total 366 automobile
                  parking spaces (266 on the Property, 80 on Extra Parking, plus
                  20 undesignated). Notwithstanding any to the contrary,
                  Landlord shall have the right to relocate the Extra Parking
                  within an area 450' from any door of the Building in
                  connection with the dedication of all or any part of Mansell
                  Court East to the City of Alpharetta. In no event shall
                  Landlord adopt any rule or regulation which does not apply to
                  all tenants, including rules and regulations providing for
                  reserved parking except for the Extra Parking. Landlord shall
                  not provide reserved parking on the Property except that up to
                  150 parking spaces may be reserved for tenants if such spaces
                  are no closer than 200 feet from the Building, provided a pro
                  rata share of such spaces are provided to Tenant. Landlord
                  shall not enforce any of the rules and regulations in a
                  manner which is discriminatory against Tenant.

Default                    12. (a) The following constitute a Default: Any
                  failure to pay rent or other charges due hereunder as and when
                  the same shall be due and payable (provided, however, that no
                  more than twice during any calendar year, a Default shall not
                  have occurred unless Tenant has failed to cure any such
                  failure within three (3) days following written notice thereof
                  from Landlord) or if Tenant defaults in performing any other
                  of Tenant's non-monetary obligations hereunder and fails to
                  cure such default within thirty (30) days after written notice
                  from Landlord (or such longer period as may reasonably
                  necessary to cure such default if such default is not
                  reasonably susceptible of being cured within thirty (30) days,
                  provided Tenant promptly commences its efforts to cure such
                  default within thirty (30) days and proceeds with due
                  diligence and good faith thereafter); or if Tenant files for
                  or is adjudicated a bankrupt; or if a permanent receiver is
                  appointed for Tenant's property, including Tenant's interest
                  in the Premises, and such receiver is not removed within sixty
                  (60) days after written notice from Landlord to Tenant to
                  obtain such removal; or if whether voluntarily or
                  involuntarily, Tenant takes advantage of any debtor relief
                  proceedings under any present or future law, whereby the rent
                  or any part thereof is, or is proposed to be reduced or
                  payment thereof deferred; or is proposed to be reduced or
                  payment should be levied upon or attached under process
                  against Tenant, not satisfied or dissolved within thirty (30)
                  days after written notice from Landlord to Tenant to obtain
                  satisfaction thereof; then and in any of said events, all
                  rental and other charges then due shall immediately be due and
                  payable by Tenant. Landlord may, at its option, at any time
                  thereafter (but only during continuance of such Default or
                  condition) terminate this Lease by written notice to Tenant.
                  After an authorized assignment or subletting, the occurrence
                  of any of the foregoing defaults or events shall affect this
                  Lease only if caused by or happening to the assignee or
                  sub-lessee. Upon such termination by Landlord, Tenant will at
                  once surrender possession of the Premises to Landlord and
                  remove all of Tenant's effects therefrom; and Landlord may
                  forthwith enter the Premises and repossess himself thereof,
                  and remove all persons and effects therefrom; using



                                      -8-
<PAGE>   9

                  such force as may be necessary, without being guilty of
                  trespass, forcible entry or detainer or other tort.

                  (b) Landlord acknowledges and agrees that the Landlord's
                  agreement to provide a total of 366 parking spaces for the
                  Tenant is a material inducement to Tenant to enter into this
                  Lease, and that Tenant would not have entered into this Lease
                  but for such agreement. When more than eight percent (8%) of
                  the 366 parking spaces allocated to Tenant herein are made
                  unavailable for use by Tenant due to causes within the
                  exclusive control of Landlord, including without limitation,
                  the sale, conveyance, or foreclosure of property on which
                  Tenant has parking rights (hereinafter referred to as a
                  "Parking Deficiency"), Tenant shall notify Landlord of such
                  Parking Deficiency. If the Parking Deficiency continues for a
                  period of one-hundred eight (180) days without Landlord
                  providing during such time reasonable, replacement parking
                  alternatives at no cost or expense to Tenant, then Tenant may
                  cancel this Lease after thirty (30) days notice to Landlord.
                  As to the 266 parking spaces allocated to Tenant within the
                  Property, only Tenant's pro rata share of such parking spaces
                  (rounded down to the nearest whole number) shall be included
                  in the computation of the number of parking spaces made
                  unavailable for use by Tenant. Tenant's pro rata share of each
                  parking space located within the Property is hereby agreed to
                  be thirty-eight percent (38%). Accordingly, for each such
                  parking space made unavailable for use, 0.38 parking spaces
                  shall be deemed to have been made unavailable for use by
                  Tenant. As to all parking spaces allocated to Tenant other
                  than those located within the Property, each such space made
                  unavailable for use shall be deemed to be a parking space made
                  unavailable for use by Tenant. By way of example, in the event
                  10 spaces within the Extra Parking and 30 spaces within the
                  Property are made unavailable for use, a total of 21 spaces
                  (10 within the Extra Parking and 11 within the Property)
                  shall be deemed to be made unavailable for use by Tenant. For
                  purposes of this Lease, causes of parking unavailability not
                  within the exclusive control of Landlord shall include, but
                  shall not be limited to, force majeure, maintenance of
                  underground utilities, exercise(s) of the power of eminent
                  domain, or changes in any zoning or other laws, ordinances or
                  regulations (or in the application or interpretation thereof).

RE-LETTING                 13. Upon Tenant's Default of this Lease, as defined
BY                herein above, Landlord, at Landlord's option, without
LANDLORD          termination of this Lease and as Tenants agent, may enter upon
                  and rent the Premises at the best price obtainable by
                  reasonable effort, without advertisement, and by private
                  negotiations and for any term Landlord deems proper. Tenant
                  shall be liable to Landlord for the deficiency, if any,
                  between all rent reserved hereunder and the total rental
                  applicable to the Term hereof obtained by Landlord on
                  re-letting, and for Landlord's expense in restoring the
                  Premises and all costs incident to such re-letting.

EARLY                      14. No termination of this Lease prior to the normal
TERMINATION       ending thereof by the lapse of time or otherwise shall affect
                  Landlord's right to collect rent and other charges due.

ASSIGNMENT                 15. Tenant may assign this Lease and any interest
SUBLETTING        hereunder, or sublet the Premises or any part thereof, or
                  permit the use of the Premises to or by any affiliate of
                  Tenant without the approval of Landlord. Tenant may not assign
                  this Lease and any interest hereunder or sublet the Premises
                  or any part thereof or permit the use of the Premises by any
                  party other than an affiliate of Tenant without the prior
                  written consent of Landlord. The term "affiliate" shall mean
                  any entity now or hereafter directly or indirectly in control
                  of, controlled by or under common control with Tenant or its
                  principals; or into which or with which Tenant intends to
                  merge or consolidate; or which agrees to acquire all or
                  substantially all of Tenant's outstanding stock, partnership
                  interests or assets. The terms "control", "controlled by" and
                  "under common control with" shall mean, with respect to any
                  entity, the possession of the power to direct or cause the
                  direction of the management and policy of such entity, whether
                  through the ownership of voting securities or contracts.
                  Tenant agrees to provide to Landlord notice of any such
                  assignment or sublease to an affiliate of Tenant. If Landlord
                  approves Tenant's sublease or assignment, Landlord, as a
                  condition of its approval, shall (1) be paid $1,000.00 to
                  reimburse Landlord for its administrative review of the
                  sublease or assignment; (2) receive a fully executed copy of
                  the sublease or assignment; (3) hold Tenant liable under this
                  Lease as if there were no sublease or assignment (4) modify
                  paragraphs 1, 7, and 11 of this Lease to provide for
                  automobile parking and personnel occupancy to be reduced to
                  4.0 people or cars/1000 square feet rentable (226 people or
                  cars) in lieu of the 366 people or cars provided otherwise
                  herein; (5) require a Security Deposit in the amount of
                  $100,000; and (6) delete paragraph 40, hereof so that there
                  shall be no Renewal Option. In the event Tenant subleases or
                  assigns the Premises or any part thereof to a party other than
                  an affiliate at a rental rate exceeding the Base Rental due
                  Landlord herein, the excess rental received by Tenant, less
                  the cost of subleasing or assigning the Premises, shall be
                  due to Landlord within ten (1O) days after receipt of such
                  excess by Tenant.

EMINENT DOMAIN             16. If all or any substantial part of the Premises,
                  the land on which the Building stands, any portion of the
                  common areas necessary for the use and enjoyment of the
                  Premises or any estate therein is taken by virtue of eminent
                  domain or is conveyed or leased in lieu of such taking, the
                  Lease shall expire on the date when title shall vest, or the
                  term of such lease shall commence, and any rent paid for any
                  period beyond said date shall be repaid to Tenant. Widening of
                  streets abutting the land on which the Building stands and/or
                  loss of less than 8% of the total Parking Spaces including
                  Extra Parking shall not affect this Lease, provided no part of
                  the Building is taken. Tenant shall not be entitled to any
                  part of any condemnation award granted to Landlord or to any
                  payment in lieu thereof, but Tenant shall be entitled to file
                  its own



                                      -9-
<PAGE>   10

                  claim for damages with the condemning authority. If less than
                  substantially all of the Premises, the land on which the
                  Building stands, or the common areas necessary for the use and
                  enjoyment of the Premises is so taken and such taking renders
                  a portion of the Premises untenantable and Tenant could
                  reasonably be expected to continue to operate within the
                  remaining Premises, Landlord shall provide Tenant an offset
                  against the Base Rental and Adjustments next owing under this
                  Lease (with the amount of such offset being determined pro
                  rata based on the portion of the Premises rendered
                  untenantable) from and after the date of such taking until
                  such time as said portion of the Premises, the land on which
                  the Building stands, or said common area so taken is restored
                  by Landlord; provided, however, that Landlord shall have no
                  restoration obligation pursuant to this Paragraph 16.

ENTRY                      17. Landlord may enter the Premises at reasonable
                  hours and upon reasonable verbal request to show the Premises
                  to mortgagees, or prospective purchasers or tenants, or to
                  inspect the Premises, or to make repairs required of Landlord
                  under the terms hereof or repairs to adjoining space within
                  the Building. Such entry by Landlord shall not entitle Tenant
                  to any rent abatement, unless such entry by Landlord deprives
                  Tenant of the use of all or a substantial portion of the
                  Premises during operating hours of the Building as specified
                  in Paragraph 8(a). In such event, Base Rental shall abate on a
                  pro rata basis for the unusable space from and after the
                  seventh (7th) day during which Tenant's use and enjoyment of
                  the Premises is so deprived. Landlord agrees to exercise its
                  rights pursuant to this paragraph 17 in a manner so as not to
                  unreasonably interfere with Tenant's use and enjoyment of the
                  Premises.

TRANSFER                   18. OMITTED
OF TENANTS

SUBORDINATION              19. (a) This Lease shall be subject and subordinate
                  to all security deeds which may now or hereafter affect this
                  Lease or the real property of which the Premises form a part,
                  and also to all renewals, modifications, extensions,
                  consolidations and replacements of such underlying security
                  deeds. In confirmation of the subordination set forth in this
                  Paragraph 19, Tenant shall, within five (5) days after written
                  request of Landlord or the holder of any security deed,
                  execute and deliver such further instruments as may be desired
                  by any holder of an underlying security deed. Notwithstanding
                  the provisions of this Paragraph 19, Tenant shall, at the
                  request of any holder of a security deed, mortgage or other
                  lien affecting this Lease of the real property of which the
                  Premises form a part, be bound to any such holder which
                  succeeds to Landlord's interest through foreclosure or
                  otherwise under all the terms, covenants and conditions of
                  this Lease for the term remaining, and Tenant shall promptly
                  attorn to such succeeding party as its Landlord under this
                  Lease. Tenant agrees that should any succeeding party require
                  a separate attornment agreement regarding matters covered by
                  this Lease, then Tenant shall enter into any such attornment
                  agreement, provided it does not otherwise modify this Lease
                  and has no adverse effect upon Tenant's continued occupancy of
                  the Premises. Landlord hereby advises Tenant that as of the
                  date of execution hereof, the real property of which the
                  Premises is a part is encumbered by and subject to a deed to
                  secure debt. Landlord shall cause its lender to enter in a
                  subordination, nondisturbance and attornment agreement with
                  Tenant, similar in from to Exhibit "D", attached hereto,
                  within thirty (30) days after the date of this Lease. There is
                  no mortgage on the Extra Parking land except for mortgaged
                  access easement right benefitting the adjacent properties.
                  Notwithstanding any provisions to the contrary contained in
                  this paragraph 19, in no event shall this Lease be subject and
                  subordinate to any future security deed, mortgage or lien
                  unless the holder thereof provides an agreement, in form and
                  substance reasonably satisfactory to Tenant, agreeing to
                  recognize this Lease in the event of a foreclosure.

                              (b) If Tenant shall not be in default beyond any
                  applicable notice or grace period, Tenant shall have the right
                  to peaceably and quietly occupy and enjoy the full possession
                  and use of the Premises, subject, however, to the terms of
                  this Lease. Landlord agrees to take reasonable steps to cause
                  any noises, odors or other similar occurrences originating in
                  portions of the Building other than the Premises from
                  disturbing Tenant's use and enjoyment of the Premises. Tenant
                  acknowledges that certain levels of noise and certain odors
                  are unavoidable consequences of occupying space in a
                  multi-tenant office building. Tenant acknowledges further that
                  the construction of improvements on floors adjacent to the
                  Premises will occur from time to time during the Term and that
                  such construction will result in noise which Tenant may find
                  unpleasant. Landlord nevertheless agrees to take such actions
                  as are taken by the owners of comparable buildings in the
                  Market to cause construction activities to be conducted in
                  such a way as to minimize the disruption of Tenant's use and
                  occupancy of the Premises.

INDEMNITY/                 20. Tenant hereby on behalf of itself and any party
HOLD              holding by, through or under Tenant agrees to indemnify and
HARMLESS          hold harmless Landlord, its agents, contractors and employees
                  in the following manner:

                              (a) Against any default under this Lease by Tenant
                  or any party holding by, through or under Tenant for any and
                  all damages, costs, claims of liabilities of whatsoever nature
                  sustained by Landlord or any party holding by, through or
                  under Landlord as a result of such default or failure.

                              (b) Against any and all claims, damages, losses
                  and liabilities, whatsoever their nature, cause or origin,
                  attributable in any manner to the negligence of Tenant,
                  agents,


                                      -10-
<PAGE>   11

                  contractors, employees or to the use and occupancy of the
                  Premises or the Building by Tenant, its agents, contractors,
                  employees, licensees or invitees.

                              (c) Against any and all damage or injury to the
                  Premises, to Tenant's own property, to Tenant, its agents,
                  contractors, employees, invitees or licensees arising from any
                  use or condition of the Premises, and from any act or failure
                  by Tenant with respect thereto.

                              (d) Against any and all damages to Tenant of
                  whatsoever nature resulting from or caused by the condition of
                  the Premises, or the Building and or cessation of operations
                  or malfunction of any equipment or apparatus serving the
                  Premises or the Building.

                              (e) Against any and all losses or damages to any
                  person or property of Tenant, its agents, contractors,
                  employees, invitees or licensees occasioned by fire, act of
                  God, public enemy, injunction, riot strike, insurrection, war,
                  court order, requisition, or order of governmental body or
                  authority, or other matters beyond the reasonable control of
                  Landlord.

                              (f) Notwithstanding the terms of subparagraph (a)
                  through (e) above, the only exception to Tenant's full
                  assumption of and liability for any and all claims whatsoever
                  their nature, cause or origin which relate to the Premises,
                  the Building and equipment and apparatus located therein and
                  walks and entryway thereto shall be only those claims
                  resulting from Landlord's default or from proven acts of
                  negligence or willful misconduct committed by Landlord, its
                  agents, contractors or employees. Notwithstanding the terms of
                  subparagraphs (a) through (e) above, Landlord hereby and on
                  behalf of itself and any party holding by, through or under
                  Landlord agrees to indemnify and hold harmless Tenant, its
                  agents, contractors and employees from any and all loss,
                  damage, liability, cost and expense (including without
                  limitation, attorney's fees and court costs) incurred by
                  Tenant, its agents, contractors, employees, invitees or
                  licensees resulting from Landlord's default or from proven
                  acts of negligence or willful misconduct committed by
                  Landlord, its agents, contractors or employees.

                              (g) Tenant's obligation in Paragraph 20 shall be
                  secured by a $5,000,000 liability insurance policy covering
                  this obligation issued by a company rated "A" by Best's Rating
                  Service with a certificate thereof deposited with Landlord
                  upon the execution hereof. Said policy shall name Landlord as
                  an additional insured and shall not be terminated or canceled
                  without thirty (30) days prior written notice to Landlord by
                  carrier of such insurance. Tenant's failure to provide and
                  maintain said insurance policy within the applicable notice
                  and cure period shall be a Default in Paragraph 12, above.

FIRE AND                   21. Tenant shall carry fire and extended coverage
EXTENDED          insurance insuring its interest in Tenant's improvements in
INSURANCE         the Premises and its interest in its office furniture,
COVERAGE          equipment and supplies therein. Tenant shall, within thirty
                  (30) days following notice from Landlord, deposit with
                  Landlord the policy or policies of such insurance or a
                  certificate or certificates thereof. The instrument or
                  instruments deposited with Landlord hereunder shall evidence
                  that such insurance is in full force and effect, that such
                  insurance will not be terminated or canceled without ten (10)
                  days prior notice to Landlord by the carrier of such
                  insurance. Landlord covenants and agrees that it will carry a
                  "Special Form" all risk insurance policy with respect to the
                  Building in an amount not less than 100% of replacement cost
                  of the Building (subject to customary deductibles).

WAIVER OF                  22. Anything in this Lease to the contrary
SUBROGATION       notwithstanding, Landlord and Tenant hereby waive and release
                  each other, and their respective partners, agents and
                  employees, of and from any and all rights of recovery, claim,
                  action or cause of action against each other, their agents,
                  officers and employees, for any injury or death or any loss or
                  damage that may occur to the Premises, the Building or any of
                  the contents thereof, to the extent that such loss or damage
                  is covered by the insurance carried by Landlord and Tenant
                  hereunder (or if either Landlord or Tenant defaults in its
                  obligation to carry insurance pursuant to the terms of
                  paragraphs 20 or 21 above, to the extent that such loss or
                  damage does not result from gross negligence or intentional
                  misconduct of the party being released and such loss would
                  have been covered under the policies required to be carried
                  pursuant to paragraph 20 or 21 above taking into account any
                  so-called "deductibles") and regardless of cause or origin,
                  including but not limited to negligence of Landlord or Tenant
                  or their agents, officers and employees. Because this
                  paragraph will preclude the assignment of any claim mentioned
                  in it by way of subrogation or otherwise to an insurance
                  company, each party to this Lease agrees immediately to give
                  to each insurance company which has issued to it policies of
                  insurance covering all risk of direct physical loss written
                  notice of the terms of the mutual waivers contained in this
                  paragraph, and to use its reasonable good faith efforts to
                  have the insurance policies properly endorsed, if necessary,
                  to prevent the invalidation of the insurance coverages by
                  reason of the mutual waiver contained in this section. If
                  despite using its good faith efforts, either party is unable
                  to obtain such an endorsement, such party shall promptly
                  provide written notice of such failure to the other party. In
                  such event, the waiver and release granted above by the party
                  unable to obtain such endorsement shall not apply until such
                  time as such endorsement is provided. Landlord and Tenant
                  acknowledge that the waivers and releases set forth in this
                  paragraph are intended to result in any loss or damage which
                  is required to be covered by insurance pursuant to the terms
                  of this Lease being borne by the insurance carrier of Landlord
                  or Tenant, as the case may be.

LANDLORD'S                 23. The rights given to Landlord herein are in
RIGHTS            addition to any rights that may be given to Landlord by any
                  statute or otherwise.



                                      -11-
<PAGE>   12


HOLDING                    24. If Tenant remains in possession of the Premises
OVER              or any part after expiration of the Term hereof with
                  Landlord's acquiescence and without any specific agreement
                  between theparties, Tenant shall be a "Tenant at Will" and
                  such tenancy shall be subject to all the provisions hereof
                  except that the monthly portion of the Base Rental shall be
                  increased by fifty percent (50%) for the first two months of
                  the hold-over period then shall be doubled for the remaining
                  hold-over period and there shall be no renewal of this Lease
                  by operation of law.  Nothing in this Paragraph shall be
                  construed as a consent by Landlord to the possession of the
                  Premises by Tenant after the expiration of the term other
                  than as "Tenant at Will".

NO WAIVER                  25. (a) The failure of either party to insist in any
CHANGES           instance on strict performance of any covenant or condition or
                  hereof, or to exercise any option herein contained, shall not
                  be construed as a waiver of such covenant, condition or option
                  in any other instance. This Lease cannot be changed or
                  terminated orally.

MARGINAL                   26. The marginal notations in this Lease are included
NOTATIONS         for convenience only and shall not be taken into consideration
                  in any construction or interpretation of this Lease or any of
                  its provisions.

NOTICE                     27. Any notice by either party to the other shall be
                  valid only if in writing and delivered personally (including
                  delivery by express courier), sent by registered or certified
                  mail addressed (1) if to Tenant at 8800 Roswell Road, Suite
                  295, Atlanta, Georgia 30350 prior to the Commencement Date,
                  and thereafter at the Premises c/o the President of Tenant,
                  and (2) if to Landlord, at Landlord's address set forth above,
                  or at such other address for either party as that party may
                  designate by notice to the other. Notice shall be deemed
                  given, if delivered personally, upon delivery thereof, and if
                  mailed, upon the delivery thereof or refusal to accept
                  delivery thereof.

HEIRS AND                  28. The provisions of the Lease shall bind and enure
ASSIGNS           to the benefit of Landlord and Tenant, and their respective
                  successors, heirs, legal representatives and where permitted
                  assigns, it being understood that the term "Landlord", as used
                  in this Lease, means only the owner, or the lessee for the
                  time being of the land and the Building of which the Premises
                  are a part, so that in the event of any sale or sales of said
                  property or of any lease thereof, the Landlord named herein
                  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 land and the Building. Should the land
                  and the entire Building be severed as to ownership by sale and
                  or lease, then the owner of the entire Building or 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 party 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 party Landlord.

ENTIRE                     29. This Lease contains the entire agreement of the
AGREEMENT         parties hereto and no representations, inducements, promises
AND               or agreements, oral or otherwise, between the parties not
ENFORCEABILITY    embodied herein shall be of any force or effect. If any term
                  or provision of this Lease shall be invalid or unenforceable,
                  the remaining terms and provisions hereof shall not be
                  affected thereby; if the application of any term or provisions
                  of this Lease to any person or circumstance shall to any
                  extent be invalid or unenforceable, such term or provision
                  shall remain applicable as to those persons or circumstances
                  to which it shall be valid and enforceable; and each term and
                  provision of this Lease shall be valid and enforceable to the
                  fullest extent permitted by Law.

SECURITY                   30. OMITTED, subject to Tenant being rated "A" by
DEPOSIT           Moody's upon the Commencement Date.

ATTORNEY'S                 31. Any amounts payable hereunder by Tenant to
FEES AND          Landlord or vice versa which are not paid within five (5) days
HOMESTEAD         of the date due shall incur a late fee of five percent (5%) of
                  the amount due and shall bear interest per annum at the rate
                  published by the Wall Street Journal as the prime rate per
                  annum plus four percent (4%) or the highest legal interest
                  rate from said due date. If amounts owing Landlord by Tenant
                  or Tenant by Landlord are collected by or through an attorney
                  at law, the party owing such sums agrees to pay the reasonable
                  attorney's fees actually incurred by the other party. Tenant
                  waives all homestead rights and exemptions which he may have
                  under any laws as against any obligation owing under this
                  Lease. Tenant hereby assigns to Landlord his homestead and
                  exemption.

GENDER                     32. The parties "Landlord", "Tenant" and "Agent" and
                  pronouns relating thereto, as used herein shall include male,
                  female, singular and plural, corporation, partnership or
                  individual, as may fit the particular parties.



                                      -12-
<PAGE>   13

NO ESTATE                  33. (a) It is understood and agreed that Tenant has
IN LAND           only a usufruct under this Agreement, which is not subject to
                  levy and sale, and that no estate shall pass out of Landlord
                  to Tenant hereunder with Tenant's rights to the use of the
                  Premises being solely contractual.

ENVIRONMENTAL              34. Landlord represents to Tenant that the real
MATTERS           property on which the Building is to be built and the Building
                  upon construction shall contain no Hazardous Substances.
                  Landlord agrees to indemnify and hold Tenant harmless from and
                  against any and all losses, liabilities, costs and expenses
                  (including without limitation, attorney's fees, court costs,
                  inspection fees and remediation costs) suffered by Tenant on
                  account of the breach of the foregoing representation. Tenant
                  agrees to indemnify and hold Landlord harmless from and
                  against any and all losses, liabilities, costs and expenses
                  (including without limitation, attorney's fees, court costs,
                  inspection fees and remediation costs) suffered by Landlord
                  arising from any Hazardous Substances introduced, released by
                  or placed in the Premises, the Building or the real property
                  on which the Building is located by Tenant, its agents,
                  contractors or employees. As used in this Lease, the term
                  "Hazardous Substances" means asbestos, polychlorinated
                  biphenyl, petroleum products and such materials, waste,
                  contaminates or other substances defined as toxic, dangerous
                  to health or otherwise hazardous by cumulative reference to
                  the following sources as amended from time to time: (i) the
                  Resource Conservation and Recovery Act of 1976, 42 USC ss.6901
                  et. seq. ("RCRA"); (ii) the Hazardous Materials Transportation
                  Act, 49 USC ss. 1801, et. seq.; (iii) the Comprehensive
                  Environmental Response Compensation and Liability Act of 1980,
                  42 USC ss.9601 et. seq. ("CERCLA"); (iv) applicable laws of
                  the jurisdiction where the Property is located, and (v) any
                  federal, state or local statutes, regulations, ordinances,
                  rules or orders issued or promulgated under or pursuant to any
                  of those laws or otherwise by any department, agency or other
                  administrative, regulatory or judicial body.

TIME OF                    35. Time is of the essence of this Agreement.
ESSENCE

COMMISSION                 36. Landlord and Tenant hereby acknowledge that Dove
                  Properties, Inc. ("Dove") acted as agent for Landlord and CB
                  Commercial Real Estate Group, Inc. (Dove and CB are herein
                  referred to as the "Agents") acted as agent for the Tenant in
                  this transaction. The Landlord, its successors and assigns
                  shall be responsible for Agents' commission, as specified in a
                  separate agreement between Landlord and Agents. Landlord and
                  Tenant hereby respectively acknowledge that no other party
                  acted as agent for it in this transaction and agree to hold
                  harmless and indemnify each other against claims to the
                  contrary.

ESTOPPEL                   37. Tenant shall, from time to time, no more than
CERTIFICATE       once a year, upon the request of Landlord, deliver the
                  Landlord an estoppel certificate or certificates, jointly or
                  separately addressed to Landlord, or any holder of a security
                  deed, mortgage, or other lien affecting the Premises,
                  executed by an appropriate representative of Tenant, and
                  stating to the extent accurate that: (1) Tenant has uncondi-
                  tionally accepted the Premises; (2) to the best of Tenant's
                  knowledge, Landlord is not in default under this Lease,
                  (3) Tenant has not paid any rent in advance of the date when
                  due under this Lease; and (4) Tenant has no known offset,
                  charge or deduction against its rent obligations. Tenant will
                  also certify to any other matter reasonably required by
                  Landlord or any such holder. Landlord shall provide a
                  comparable certificate to Tenant upon request from time to
                  time, but no more than once a year.

EXCULPATORY                38. If Landlord fails to perform its obligations in
LANGUAGE          accordance with any of the provisions of this Lease, Landlord
                  agrees that it shall, to the extent and under the conditions
                  provided for in this Lease, be liable to Tenant on account of
                  any damages caused thereby, but Tenant agrees that any money
                  judgment resulting from such failure shall be satisfied only
                  out of Landlord's interest in the Building and the land of
                  which the Premises are a part, and no other real, personal or
                  other property of Landlord or of the partners comprising
                  Landlord, or of the officers, shareholders, director,
                  partners, or principals of such partners comprising Landlord,
                  shall be subject to levy, attachment, or execution, or
                  otherwise sued to satisfy any such judgment. Tenant hereby
                  waives any right to satisfy a judgment against Landlord except
                  from Landlord's interest in the Building of which the
                  Premises are a part. The term, "Landlord", as used in this
                  Paragraph, shall mean only the owner or owners at the time in
                  question of the fee title or interest in a ground lease of the
                  Premises, and in the event of any transfer of such title or
                  interest, Landlord herein named (and in case of any subsequent
                  transfers, the then grantor) shall be relieved from and after
                  the date of such transfer of all liability as respects
                  Landlord's obligations thereafter to be performed (but not
                  from previously accrued liabilities), provided that any funds
                  in the hands of Landlord or the then grantor at the time of
                  such transfer, in which Tenant has an interest, shall be
                  delivered to the grantee. The obligations contained in this
                  Lease to be performed by Landlord shall, subject as aforesaid,
                  be binding on Landlord's successors and assigns, only during
                  their respective periods of ownership. For the purposes of
                  this paragraph 38, "Landlord's interest in the Building" shall
                  include the amount of any insurance proceeds or condemnation
                  awards received by Landlord, net of any amounts retained by
                  Landlord's Lender, and any net rents received by Landlord
                  after the occurrence of an event of default by Landlord.

TENANT                     39. (a) Landlord shall spend on behalf of Tenant
IMPROVEMENT       fifteen and 00/100 dollars ($15.00) per rentable square foot
ALLOWANCE         (herein referred to as the "Tenant Improvement Allowance") for
                  tile cost of designing, permitting, and constructing tenant
                  improvements in the Premises according to the


                                      -13-
<PAGE>   14

                  Tenant Improvement Plans. This expenditure shall be in
                  addition to Landlord's cost to construct the Base Building
                  Improvements as reflected on EXHIBIT 8 (Landlord hereby
                  agreeing to construct the Building so as to include the Base
                  Building Improvements described on EXHIBIT B), except that
                  demising walls, excluding core bathroom walls, shall not be
                  Base Building but shall be included as tenant improvements.
                  Tenant's desired fourth and fifth floor elevator lobby finish
                  shall be provided to Landlord for its approval at the same
                  time that Tenant provides Landlord its Tenant Improvement
                  Plans. Tenant shall not be entitled to propose changes to the
                  elevator entrance finishes.

                           (b) Tenant shall provide Landlord with architectural
                  drawings on or before January 2, 1996, and Tenant shall
                  provide Landlord with mechanical, electrical, and plumbing
                  plans and specifications no later than January 22, 1996.
                  Landlord shall provide Tenant with any comments or suggested
                  revisions to such items delivered within eight (8) days of
                  receipt thereof. In the event Landlord fails to respond to
                  Tenant within such eight (8) day period, Landlord shall be
                  deemed to have approved the Tenant Improvement Plans. If
                  Landlord provides Tenant comments and suggested revisions to
                  the Tenant Improvement Plans within such eight (8) day period,
                  Tenant shall make revisions within eight (8) days and provide
                  the revised Tenant Improvement Plans to Landlord. The review
                  and revision process shall proceed in accordance with the
                  procedure outlined above until such time as the Tenant
                  Improvement Plans have been approved by Landlord. The deadline
                  for approval of the Tenant Improvement Plans is January 31,
                  1996.

                           (c) Landlord agrees that Tenant may elect to apply up
                  to $1.10 per rentable square foot of the Tenant Improvement
                  Allowance towards design and construction management fees.
                  Landlord agrees to pay such sums directly to Tenant's design
                  firm. Tenant shall be responsible for its design firm's errors
                  and omissions, including failure to comply with all laws,
                  codes, and ordinances. If Tenant does not use Landlord's
                  architect and consulting engineers to design the Tenant
                  Improvement Plans, the actual cost of their review of the
                  plans shall be deducted from the Tenant Improvement Allowance.

                           (d) Landlord agrees to obtain bids as to the cost of
                  construction of the work depicted in the Tenant Improvement
                  Plans from R.J. Griffin & Company, Neil Loia, Inc., and
                  Peachtree Building (subject to Landlord's reasonable approval
                  thereof). Landlord agrees that Tenant may substitute either or
                  both of Humphries & Company or Parker & Co. for one or two of
                  the contractors named in the previous sentence, so long as
                  Tenant demonstrates to the reasonable satisfaction of Landlord
                  that such substituted contractor is sufficiently capable and
                  financially stable to perform the tenant improvements.
                  Landlord agrees to award the contract for tenant improvements
                  to the contractor of Tenant's choice, regardless of whether
                  such contractor is the lowest bidder, provided such contractor
                  executes a commercially reasonable construction contract
                  consistent with Landlord's obligations hereunder. Landlord
                  shall not receive any construction management fees or other
                  compensation relating to the construction of the tenant
                  improvements, nor shall there be any chargebacks against the
                  Tenant Improvement Allowance in connection with the Base
                  Building Work. If the estimated cost of constructing the work
                  on the Tenant Improvement Plans exceed the Tenant Improvement
                  Allowance, Tenant shall deposit such excess (hereinafter
                  referred to as the "Excess Tenant Finish Deposit") with
                  Landlord upon ten (10) days notice from Landlord prior to
                  start of construction of the tenant improvements. Likewise,
                  the cost for any changes to the Tenant Improvement Plans shall
                  similarly be deposited as Excess Tenant Finish Deposit upon
                  ten (10) days notice from Landlord. Any unused portion of the
                  Tenant Improvement Allowance or Excess Tenant Finish Deposit
                  provided pursuant hereto shall be paid to Tenant in cash
                  within sixty (60) days of the Commencement Date. If not paid
                  within such sixty (60) day period, Tenant shall be entitled to
                  offset any such unused portion of Tenant Improvement Allowance
                  against Base Rental and Adjustments owing under the Lease

                           (e)  If the Tenant Improvement Plans require such
                  systems, Tenant agrees to reimburse Landlord by Landlord
                  deducting from the Tenant Improvement Allowance the actual
                  prorata cost to Landlord for the following items:
                  (i) Install submeter of 4th and 5th floors for electrical
                  consumption; (ii) capacity in Landlord's generator for
                  emergency lighting in lieu of purchasing battery packs; (iii)
                  capacity in Landlord's generator for emergency power back-up
                  to communication and computer systems; and (iv) extra cooling
                  capacity from Landlord's cooling tower.

                           (f) The Tenant Improvement Allowance shall be
                  increased by the following for Base Building Work to be
                  installed as Tenant Improvements:

                               (i) Ductwork, VAV boxes (6), controls and
                  installation for $10,740 4th and 5th floor interior zones.

                           (g) Landlord acknowledges that Tenant intends to
                  install a supplemental air conditioning unit, at Tenant's sole
                  cost and expense, to serve the portion of the Premises housing
                  Tenant's main computer equipment, which supplemental unit
                  shall utilize no more than 20 tons of Landlord's cooling tower
                  capacity. Tenant agrees that Tenant shall obtain the consent
                  of Landlord, which shall not be unreasonably withheld, with
                  regard to the placement and installation of any such
                  equipment. Tenant will pay


                                      -14-
<PAGE>   15

                  formula for the After Hours Cost defined in paragraph 8(a),
                  except the rate shall be adjusted to reflect Tenant purchased
                  equipment in lieu of Landlord-owned equipment; and to delete
                  the administrative changes from Landlord.

RENEWAL OPTION

                           40. (a) So long as there is then no continuing
                  Default by Tenant under this Lease, Tenant shall have the
                  right to lease the Premises for a renewal term of seven (7)
                  years on the same terms and conditions as set forth herein
                  except that (i) Base Rental shall be at a rate equal to the
                  then-prevailing market rate for comparable space located in
                  the Building leased for a term comparable to the renewal term,
                  and (ii) Tenant shall also be entitled to such concessions as
                  are offered to tenants in leases as to such comparable space
                  and lease term (including without limitation, free rent or
                  other rental concessions and tenant improvement allowance or
                  improvements provided by Landlord). The terms described in
                  subparagraphs (i) and (ii) are hereinafter referred to as the
                  "Market Terms."

                               (b) Tenant shall exercise its renewal option by
                  providing written notice to Landlord no later than one (1)
                  year prior to the expiration of the Term.

                               (c) Within thirty (30) days of the receipt of
                  Tenant's written notice, Landlord shall provide Tenant a
                  written notice specifying the then-prevailing Market Terms. If
                  Tenant notifies Landlord that it approves of the Market Terms,
                  then this Lease shall be renewed on the Market Terms. If
                  Tenant disapproves of the Market Terms, Tenant shall notify
                  Landlord within thirty (30) days from the receipt of
                  Landlord's Notice and Landlord and Tenant shall thereafter
                  negotiate in good faith as to mutually acceptable Market
                  Terms.

                               (d) In the event that Landlord and Tenant have
                  not reached mutually acceptable Market Terms by the one
                  hundred eightieth (180th) days prior to the expiration of the
                  Term, then Tenant's renewal option shall expire.

REASONABLENESS             41. Except in the case of exercise of remedies,
                  Landlord and Tenant each agree with the other that at any time
                  during the term of this Lease either Landlord or Tenant has
                  the right or privilege of giving approval, consent, judgment,
                  determination or estimate (including without limitation
                  estimates of monetary amounts), exercising an option or
                  election, determining the other party's conformity with any
                  standard, or otherwise making a decision or taking action or
                  an action affecting the rights of any other tenant, all such
                  approvals, consents, judgments, elections and decisions by
                  Landlord or Tenant, as the case may be, shall be made both
                  reasonably (and not arbitrarily) and with reasonable
                  promptness.

                                     -15-

<PAGE>   16
   IN WITNESS WHEREOF, the parties therein have herunto set their hands and
seals, in triplicate, the day and year first above written.

                                              TENANT:

Signed, sealed and delivered                  COMPDENT CORPORATION
in the presence of:
 /s/ A. Summey Orr III
----------------------------------            By: /s/ David Klock
Witness                                          -------------------------------
                                                 Name: David Klock
Name: A. SUMMEY ORR III                               --------------------------
     -----------------------------               Title: Chairman & CEO
Title: ATTY                                            -------------------------
      ----------------------------


                                              ATTEST:

                                              By: /s/ Sharon Graham
                                                 -------------------------------
                                                 Name: Sharon Graham
                                                      --------------------------
                                                 Title: Treasurer
                                                       -------------------------
                                                              [CORPORATE SEAL]

Signed, sealed and delivered                  LANDLORD:
in the presence of:
 /s/ A. Summey Orr III                        MANSELL OVERLOOK 100, LLC
----------------------------------
Witness                                       /s/ William M. Johnson      (SEAL)
                                              ----------------------------
Name: A. SUMMEY ORR III                       WILLIAM M. JOHNSON
     -----------------------------
Title:  ATTY
      ----------------------------


The Undersigned owner of the real property on which are located the Extra
Parking consents to the use of the Extra Parking granted to Tenant in Paragraph
1 herein so long as this Lease is not in Default nor has been subleased.  The
Undersigned hereby executes this Lease agreement for the sole purpose of
evidencing his consent to the granting to Tenant hereinabove certain
non-exclusive rights in and to the Extra Parking Spaces.


Signed, sealed and delivered
in the presence of:
 /s/ A. Summey Orr III
----------------------------------
Witness                                       /s/ William M. Johnson      (SEAL)
                                              ----------------------------
Name: A. SUMMEY ORR III                       WILLIAM M. JOHNSON
     -----------------------------
Title:  ATTY
      ----------------------------


WHEN EXECUTED, PLEASE RETURN ALL ORIGINAL COPIES OF THE LEASE TO THE LANDLORD
FOR ITS EXECUTION.  THE LANDLORD WILL THEN RETURN ONE FULLY-EXECUTED COPY TO
THE TENANT.

NOTE:  If the Tenant is a corporation, two authorized officers must execute
       this Lease in their appropriate capacity for Tenant, affixing the
       corporate seal.



                                     16
<PAGE>   17
                                 EXHIBIT "A"





                                    [MAP]






                               MANSELL OVERLOOK
                         MANSELL 400 BUSINESS CENTER
                             ALPHARETTA, GEORGIA



JOHNSON DEVELOPMENT COMPANY                      R.J. Griffin & Company
                                                 General Contractors




                                                           ---------------
                                                           LYMAN
                                                           DAVIDSON
                                                           DOOLEY
                                                           INC.
                                                           ARCHITECTURE
                                                           INTERIOR DESIGN
                                                           PLANNING
                                                           ---------------

<PAGE>   18


                                EXHIBIT "A-1"





                                 [FLOOR PLAN]



                              TYPICAL FLOOR PLAN




                               MANSELL OVERLOOK
                         MANSELL 400 BUSINESS CENTER
                             ALPHARETTA, GEORGIA


JOHNSON DEVELOPMENT COMPANY
                                                          R.J. Griffin & Company
                                                          General Contractors



                                                                 ---------------
                                                                 LYMAN
                                                                 DAVIDSON
                                                                 DOOLEY
                                                                 INC.
                                                                 ARCHITECTURE
                                                                 INTERIOR DESIGN
                                                                 PLANNING
                                                                 ---------------


<PAGE>   19
                                    EXHIBIT B

                              MANSELL OVERLOOK 100
                                       AT
                           MANSELL 400 BUSINESS CENTER

                           BASE BUILDING IMPROVEMENTS



(1)     The Building structure will be designed for a minimum floor live load of
        80 lb. per square foot for all perimeter building bays and 125 lb. per
        square foot for the interior building bays. Live structural loads
        include all tenant added weight to be supported by the building
        structure including partitions, doors, furniture, equipment, and people.
        The increase in live load capacity for the interior building bays is to
        provide tenants with high capacity structural needs for file rooms,
        libraries, and vaults.

(2)     The Building shell will include a built out and finished interior first
        floor corridor, stairwell enclosures and exterior perimeter walls and
        all building columns. The interior core on each floor will include men's
        and women's rest room facilities, two drinking fountains per floor,
        electrical, telephone, janitorial and mechanical closets, stairways and
        an elevator lobby. All walls adjacent to public traffic areas will be
        vinyl finished. The rest room facilities on each floor of the Premises
        will have four (4) granite lavatories and four (4) enclosed water
        closets for women plus three (3) granite lavatories, two (2) urinals,
        and two (2) enclosed water closets for men. Facilities include one
        handicapped accessible water closet for each men and women bathrooms on
        each floor, as required per applicable laws or building codes.

(3)     A Concrete floor will be installed with a smooth trowel finish for
        installation of glued-down carpet. The Floor will be poured level and
        finished in accordance with current ACI Standard Specifications 117.
        Perimeter walls will be utilized for grounded electrical, data
        communications and telephone wiring installations in the Premises, at
        locations to be determined by Tenant.

(4)     The Ground-level building lobby will be a two-story atrium in the front
        lobby and a one-story lobby in the rear. Granite floors with marble
        bands and column bases will be accented by chrome and bronze exterior
        and elevator doors. Mahogany suite entry doors are included as Tenant
        Finish.

(5)     A Life Safety system will be installed in accordance with the more
        stringent of applicable national, state and local codes or the Americans
        with Disabilities Act Regulation throughout the Building, including all
        corridors and stairwells. It shall consist of sprinklers, smoke
        detectors, internal fire alarm and annunciator system, elevator recall,
        emergency lighting, self-illuminating exit signs hoses and extinguisher
        as required by applicable codes or Tenant's safety requirements. Smoke
        detectors will also be installed in the ceiling of any telecommunication
        room with both smoke and water detectors installed under the raised
        floor. The sprinkler system will have an approved water flow alarm
        connection and tamper-proof detection device connected to a central
        station or direct to the fire/police departments. It will include all
        distribution of mains, laterals, uprights and upright heads. Finished
        heads or "armovers" will be configured to Tenant's space layout as part
        of the Tenant Improvement Allowance.

(6)     Electrical distribution will be provided to the main panel boxes in the
        electrical closet on each floor. The electrical capacity for tenant
        lighting and receptacles shall be sized for 6 1/2 watts per usable
        square foot for Tenant's consumption, over and above base building
        electrical requirements.

(7)     A suspended, revealed edge, acoustical ceiling will be installed in Base
        Building grid. Tiles are stacked on floor as part of Base Building. The
        ceiling height will be a approximately 10'-0" on the first floor, 9'-0"
        on floors 2 - 6. Fine textured, non-directional acoustical tile will be
        installed on a 2' x 2' mechanically suspended grid system. It will have
        an average noise reduction coefficient of .65, an average sound
        transmission classification rating of .37, and a minimum combustibility
        rating of Class I or equal to that of local code requirements, whichever
        is greater.

(8)     Purchased as Base Building costs and stacked on floor are modern
        fluorescent lighting, based on one fixture per 80 s.f. in accordance
        with the most recent edition of the Illuminating Engineering Society
        Lighting Handbook. Maintained minimum of 50 foot candles will be
        furnished at desk height, and the fixtures will be arranged so as to
        provide an even distribution of light. The light fixtures will be 2' x
        4', 3 lamp fixtures. Recessed parabolic fixtures will be provided with
        parabolic 18 cell. Lamps are to be of the "warm white" energy saving
        type. Ballasts shall also be energy efficient, high power factor.

(9)     The Building will be equipped with a variable air volume (VAV) heating,
        ventilation and air conditioning system with Direct Digital controls
        through a central personal computer work station. Typical building
        floors will be provided with 16 exterior zone PIU's (with heat), 1 core
        PIU (with heat), and 8 interior zone variable air volume boxes (no
        heat). The system will contain polyester air filters with an efficiency
        of no less than 30%. The fan system shall run continuously during
        business hours, no duty cycling. All Ducts shall be separately zoned by
        floor, with individual controls provided within Tenant's Premises. These
        individual zones, thermostatically controlled, shall be preset and
        tamper proof. Typical floors will have one (1) thermostat and a PIU or
        VAV box on the average of 1,100 square feet of usable area, and a
        minimum of one (1) diffuser for each 200 square feet of useable areas.
        Exterior slot diffusers and thermostats along the Building perimeter are
        Base Building Costs, all



<PAGE>   20

        others are Tenant Finish Costs. The location of interior thermostats and
        diffusers will be configured according to Tenant's final space plan. The
        system will be designed to maintain a space temperature between 70-75
        degrees F on a year-round basis, based on a maximum average occupancy of
        one (1) person for each 150 square feet of usable area and at least 10
        cfm outside air per person. The requirements for ventilation shall
        comply with present ASHRAE (American Society of Heating, Refrigeration
        and Air-Conditioning Engineers) standard 62-1989 as a minimum
        requirement. The system is a self-contained floor-by-floor variable air
        volume system by the Trane Company (brochure available). A premium
        upgraded controls system using PC Windows-based software can control
        each digital thermostat in the building. An electronic variable speed
        drive has been upgraded from inlet vanes to save on maintenance and
        power consumption.

(10)    Telephone service, as provided by the local utility, will be brought to
        Tenant's main telephone room. Base Building will include necessary
        conduit/sleeves to distribute data and telephone cable between floors.

(11)    Horizontal window blinds will be installed on all tenant windows as a
        Base Building Cost.

(12)    Three automatic passenger elevators, one of which will be designed to
        serve both as passenger and freight elevator and will be equipped to
        carry supplies and furniture when necessary. Elevator cabs will be
        equipped with an emergency communications/alarm system, including a bell
        annunciator, connected to the building security guard station or to a
        central alarm system. The elevator controls will have Braille lettering
        for eyesight impaired persons.

(13)    A loading area will be provided with a maximum tractor/van clearance, as
        shown on the site plan.

(14)    An electronically controlled card access building security system, or
        equivalent system, will be provided. This system will control all entry
        areas to Tenant's Premises from elevator lobbies on full floors which
        Tenant occupies or at suite entrances from public corridors and all
        stairwells. This system will control main building systems to ensure
        that Tenant's employees and property are adequately safeguarded. Each
        card is to be separately coded for individual employee access, and the
        system will be configured for a multitude of authorized access levels.

(15)    Demising walls, including common corridor walls and walls between Tenant
        suites, will be provided. These walls will include tenant entry doors
        from public corridors. Demising walls will include sound attenation batt
        insulation to the floor deck above. Dernising walls and suite entry
        doors are part of the Tenant Improvement Allowance.

(16)    Carpeting, in color and type as selected by Landlord, will be installed
        in elevator lobbies and in common corridors on all multiple-tenancy
        floors.

(17)    All roadways necessary for Tenant's access to and egress from the
        Building will be completed. A directory shall be provided in the lobby
        of the Building, and Tenant shall be allowed space on the directory in
        proportion to the total rentable area which Tenant occupies in the
        Building. Landlord shall also provide exterior monument signs on the
        site, wherein Tenant shall have its prorata signage based on its
        occupancy of 34.9% of the Building.

(18)    Aluminum conductors will be used for service entrance conductors with
        hi-compression lugs used for teminations.

(19)    The Building cooling tower has the capacity to generate 60 tons extra
        cooling for Tenant conference/training rooms or computer/copier rooms.

(20)    The Building has the capability to provide (at an extra charge)
        emergency generator power back-up to telephone and computer systems by
        enlarging the Base Building 14.5 kW generator. All Building core spaces
        emergency lighting and security systems are powered by this generator.
        Tenant shall pay its prorata share of enlarging the generator to provide
        emergency lighting to the Premises, in lieu of Tenant buying battery
        packs for Landlord-supplied lighting in the Premises.


<PAGE>   21
                                  EXHIBIT C

                            RULES AND REGULATIONS

       (which are referred to in the within Lease and made a part thereof)

        1. The sidewalks, entry passages, corridors, halls, elevators and
stairways shall not be obstructed by tenants, or used by them for any purpose
other than those ingress and egress.

        2. The water closets and other water apparatus shall not be used for
any other purpose than those for which they were constructed, and no sweepings,
rubbish, or other obstructing substances shall be thrown therein.

        3. Except as provided herein, no advertisement, sign or other notice
("sign") shall be inscribed, painted or affixed on any part of the outside or
inside of the Building without the Lessor's express written consent to the sign
and its location. Window shades, blinds or curtains of a uniform color and
pattern only shall be used throughout the Building to give a uniform color
exposure through exterior windows. No awnings shall be placed upon the Building.

        4. No Tenant shall do or permit to be done in the Building or bring or
keep anything thereon, which shall in any way injure or annoy them, or conflict
with the laws relating to fires, or with the regulations of the Fire Department,
or any part thereof, or conflict with any of the rules and ordinances of the
Board of Health. Tenants, their invitees and employees shall maintain order in
the Building, shall not make or permit any improper noise in the Building or
interfere in any way with other tenants or those having business with them. No
rooms shall be occupied or used as sleeping or lodging apartments at any time
without permission of Landlord. No part of the Building shall be used or in any
way appropriated for gambling, immoral or other unlawful practices. No
intoxicating liquor or liquors shall be sold in the Building by Tenant without
Landlord's permission.

        5. Tenants shall not employ any persons other than the janitors of
Landlord (who will by provided with passkeys into the offices) for the purpose
of cleaning the Premises.

        6. No animals, birds, bicycles or other vehicles shall be allowed into
the offices, halls, corridors, elevators or elsewhere in the Building.

        7. No painting shall be done, nor shall any alterations be made, to any
part of the Building by painting up or changing any particulars, doors or
windows, nor shall there be any nailing, boarding or screwing into the woodwork
or plastering nor shall any connection be made to the electric wires or gas or
electric fixtures, without the consent in writing on each occasion of Landlord
or its agent. All glass, locks and trimmings in or upon the doors and windows of
the Building shall be kept whole, and when any part thereof shall be broken, and
same shall immediately be replaced or repaired and put in order under the
direction and to the satisfaction of Landlord, or its agents, and shall be left
whole and in good repair. Tenants shall not deface the Building, the woodwork or
the walls of the Premises.

        8. The equivalent of one key for each approximately 2,000 square feet
will be furnished to tenants without charge. Tenants shall not, under any
circumstances, have any duplicate keys made. No additional locks or latches
shall be put on any door without the written consent of Landlord. Tenant at the
termination of their Lease of the Premises shall return to Landlord all keys to
doors in the Building.

        9. Landlord in all cases retains the power to prescribe the weight and
position of iron safes or other heavy articles. Tenants must make arrangements
with the superintendent of the Building when the elevator is required for the
purpose of the carrying of any kind of freight.

        10. If tenants require wiring for a bell or buzz system, such wiring
shall be done by the electrician of the Building only, and no outside wiring men
shall be allowed to do work of this kind unless by the written permission of
Landlord. If telegraphic or telephonic services are desired, the wiring for same
shall be done as directed by the electrician of the Building or by some employee
of Landlord who may be instructed by the superintendent of the Building to
supervise them, and no boarding or cutting for wiring shall be done unless
approved by Landlord or its agents.

        11. Parking facilities supplied by Landlord for tenants, if any, shall
be used for vehicles that may occupy a standard parking area only (i.e., 8' x
18'). Moreover, the use of such parking facilities shall be limited to normal
business parking and shall not be used for a continuous parking of any vehicle
or trailer regardless of size. Landlord reserves the right to establish Visitors
Only parking areas and to enforce visitors only parking in such areas.

        12. Landlord reserves all vending rights, except Tenant shall be
entitled to install one or more vending machines in its breakroom.

        13. The Landlord shall not be responsible to any tenant for the
nonobservance or violation of any of these Rules and Regulations by any other
tenants, but Landlord shall use its reasonable efforts to cause other Tenants to
observe the Rules and Regulations if the failure to observe such Rules and
Regulations shall materially and adversely affect Tenant's use and enjoyment of
the Premises. The Landlord reserves the right to make such other reasonable
rules and regulations as in his judgment may from time to time be needed for the
safety, care and cleanliness of the Premises, and for the preservation of good
order therein. Regulations shall be binding upon the parties hereto the same as
if they had been inserted at time of execution. This paragraph is subject to the
terms of Paragraph 11 of the Lease.
<PAGE>   22
                                              After recording please return to:

                                              James H. Keaten
                                              Powell, Goldstein, Frazer & Murphy
                                              Sixteenth Floor
                                              191 Peachtree Street, N.E.
                                              Atlanta, Georgia  30303


           SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT


        This subordination, Non-Disturbance and Attornment Agreement (this
"Agreement") dated as of  ,1995, is made among, a corporation ("Tenant"),
Mansell Overlook 100, LLC, a Georgia limited liability company ("Landlord"), and
NationsBank of Georgia, N.A., a national banking association ("Mortgagee").

        WHEREAS, Mortgagee is the owner of a Promissory Note (herein, as it may
have been or may be from time to time renewed, extended, amended or
supplemented, called the "Note") dated of even date herewith, executed by
Landlord payable to the order of Mortgagee, in the principal face amount of
$15,000,000, bearing interest and payable as therein provided, secured by,
among other things, a Deed to Secure Debt, Assignment and Security Agreement
(herein, as it may have been or may be from time to time renewed, extended,
amended or supplemented, called the "Mortgage"), recorded, or to be recorded,
in the Office of the Clerk of the Superior Court of Fulton County, Georgia,
covering, among other property, the land (the "Land") described in Exhibit "A"
which is attached hereto and incorporated herein by reference, and the
improvements ("Improvements") thereon (such Land and Improvements being herein
together called the "Property");

        WHEREAS, Tenant is the tenant under a lease which, including all
amendments and supplements thereto, is described as follows:  that certain
Lease Agreement dated, by and between Landlord and Tenant, as tenant, (herein,
as it may from time to time be renewed, extended, amended or supplemented,
called the "Lease"), covering a portion of the Property (said portion being
herein referred to as the "Premises"); and

        WHEREAS, the term "Landlord" as used herein means the present landlord
under the Lease or, if the landlord's interest is transferred in any manner,
the successor(s) or assign(s) occupying the position of landlord under the
Lease at the time in question;

        THEREFORE, in consideration of the mutual agreements herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

        1.  Subordination.    Tenant agrees and covenants that the Lease and the
rights of the Tenant thereunder, all of Tenant's right, title and
interest in and to the property covered by the Lease, and any lease thereafter
executed by Tenant covering any part of the Property, are and shall be
subordinate and inferior to (a) the Mortgage and the rights of Mortgagee
thereunder, and all right, title and interest of Mortgagee in the Property, and
(b) all other security documents now or hereafter securing payment of any
indebtedness of the Landlord (or any prior landlord) to Mortgagee which cover
or affect the Property (the "Security Documents").  This Agreement is not
intended and shall not be construed to subordinate the Lease to any mortgage,
deed to secure debt or other security document other than those referred to in
the preceding sentence, securing the indebtedness to Mortgagee.  Without
limitation of any other provision hereof, Mortgagee may, at its option and
without joiner or further consent of Tenant, Landlord, or anyone else, at any
time after the date hereof subordinate the lien of the Mortgage (or any other
lien or security interest held by Mortgagee which covers or affects the
Property) to the Lease by executing an instrument which is intended for that
purpose and which specifies such subordination; and, in the event of any such
election by Mortgagee to subordinate, Tenant will execute any documents
required to evidence such subordination; provided however, notwithstanding that
the Lease may by unilateral subordination by Mortgagee hereafter be made
superior to the lien of the Mortgage, the provisions of the Mortgage relative
to the rights of the Mortgagee with respect to proceeds arising from an eminent
domain taking (including a voluntary conveyance by Landlord) and/or insurance
payable by reason of damage to or destruction of the Premises shall be prior
and superior to and shall control over any contrary provisions in the Lease.

        2.  Non-Disturbance.  Mortgagee agrees that so long as the Lease is in
full force and effect and Tenant is not in default in the payment of rent
additional rent or other payments or in the performance of any of the other
terms, covenants or conditions of the Lease on Tenant's part to be performed
(beyond the period, if any, specified in the Lease within which Tenant may cure
such default),

            a.   Tenant's possession of the Premises and other rights under
        the Lease shall not be disturbed or interfered with by
        Mortgagee in the exercise of any of its rights under the Mortgage,
        including any foreclosure or conveyance in lieu of foreclosure, and

            b.   Mortgagee will not join Tenant as a party defendant for the
        purpose of terminating Tenant's interest and estate under the
        Lease in any proceeding for foreclosure of the Mortgage.





                                 EXHIBIT "D"
                                 page 1 of 6
<PAGE>   23
3.   Attornment.

     a.   Tenant covenants and agrees that in the event of foreclosure of the
Mortgage, whether by power of sale or by court action, or upon transfer of the
Property by conveyance in lieu of foreclosure (the purchaser at foreclosure or
the transferee in lieu of foreclosure, including Mortgagee if it is such
purchaser or transferee, being herein called "New Owner"), Tenant shall attorn
to the New Owner as Tenant's new landlord, and agrees that the Lease shall
continue in full force and effect as a direct lease between Tenant and New
Owner upon all of the terms, covenants, conditions and agreements set forth in
the Lease and this Agreement; provided, however, that in no event shall the New
Owner be:

          (1)  liable for any act, omission, default, misrepresentation, or
breach of warranty, of any previous landlord (including Landlord) or
obligations accruing prior to New Owner's actual ownership of the Property;

          (2)  subject to any offset, defense, claim or counterclaim which
Tenant might be entitled to assert against any previous landlord (including
Landlord) other than any offset provided pursuant to the express provisions of
the Lease;

          (3)  bound by any payment of rent, additional rent or other
payments, made by Tenant to any previous landlord (including Landlord) for
more than one (1) month in advance;

          (4)  bound by any amendment, or modification of the Lease hereafter
made, or consent by any previous landlord (including Landlord) under the Lease
to any assignment or sublease hereafter granted, without the written consent of
Mortgagee, which consent shall not be unreasonably withheld; or

          (5)  liable for any deposit (other than the deposit described in the
last sentence of Paragraph 2(a) of the Lease) that Tenant may have given to any
previous landlord (including Landlord) which has not, as such, been transferred
to New Owner.

   b.     The provisions of this Agreement regarding attornment by Tenant shall
be self-operative and effective without the necessity of execution of any new
lease or other document on the part of any party hereto or the respective
heirs, legal representatives, successors, or assigns of any such party.  Tenant
agrees, however, to execute and deliver at any time and from time to time, upon
the request of Landlord or of any holder(s) of any of the indebtedness or other
obligations secured by the Mortgage, any instrument or certificate which, in
the reasonable judgement of Landlord or of such holder(s), may be necessary or
appropriate in any such foreclosure proceeding or otherwise to evidence such
attornment, including, if requested, a new lease of the Premises on the same
terms and conditions as the Lease for the then unexpired term of the Lease.

   4.     Estoppel Certificate.   Tenant agrees to execute and deliver from time
to time, upon the request of Landlord or of any holder(s) of any of the
indebtedness or other obligations secured by the Mortgage, a certificate
regarding the status of the Lease, consisting of statements, if true (or if
not, specifying why not), (a) that the Lease is in full force and effect, (b)
the date through which rentals have been paid, (c) the dare of the commencement
of the term of the Lease, (d) the nature of any amendments or modifications of
the Lease, (e) that no default, or state of facts which with the passage of
time or notice (or both) would constitute a default, exists under the Lease,
and (f) such other matters as may be reasonably requested.

   5.     Acknowledgement and Agreement by Tenant.   Tenant acknowledges and
agrees as follows:

          a.   Tenant acknowledges that landlord will execute and deliver to
   Mortgagee in connection with the financing of the property an
   Assignment of Lessor's Interest in Leases assigning the rent and all other
   sums due under the Lease to Mortgagee as additional security for the
   indebtedness evidenced by the Note.  Tenant hereby expressly consents to
   such assignment and Tenant agrees that such assignment shall, in all
   respects, be superior to any interest Tenant has in the Lease or in the
   Property, subject to the provisions of this Agreement.  Tenant will not
   amend, alter, terminate, or waive any provision of, or consent to the
   amendment, alteration, termination or waiver of any provision of the Lease
   without the prior written consent of Mortgagee (which consent shall not be
   unreasonably withheld), and no termination of the Lease, whether pursuant to
   the terms of the Lease or otherwise, will be effective without the prior
   written consent of Mortgagee.  Tenant shall not prepay any rents or other
   sums due under the lease for more than one (1) month in advance of the due
   date therefor.  Tenant acknowledges that Mortgagee will rely upon this
   instrument in connection with such financing.

          b.   Mortgagee, in making any disbursements to Landlord, is under no
obligation or duty to oversee or direct the application of the proceeds of such
disbursements, and such proceeds may be used by Landlord for purposes other
than improvement of the Property.



                                 page 2 of 6
<PAGE>   24
           c.   From and after the date hereof, in the event of any act or
    omission by Landlord which would give Tenant the right, either
    immediately or after the lapse of time, to terminate the Lease or to claim
    a partial or total eviction, Tenant will not exercise any such right (i)
    until it has given written notice of such act or omission to the Mortgagee;
    and (ii) until the same period of time as is given to Landlord under the
    Lease to cure such act or omission shall have elapsed following such giving
    of notice to Mortgagee, but in any event 30 days after receipt of such
    notice or such longer period of time as may be necessary to cure or remedy
    such default, act, or omission, during which period of time Mortgagee shall
    be permitted to cure or remedy such default, act or omission; provided,
    however, that Mortgagee shall have no duty or obligation to cure or remedy
    any breach or default.  It is specifically agreed that Tenant shall not, as
    to Mortgagee, require cure of any such default which is personal to
    Landlord, and therefore not susceptible to cure by Mortgagee, but Tenant
    reserves all rights and remedies available to Tenant on account of such
    default.

           d.   In the event that Mortgagee notifies Tenant of a default
    under the Mortgage, Note, or Security Documents and demands that Tenant
    pay its rent and all other sums due under the lease directly to
    Mortgagee, Tenant shall honor such demand and pay the full amount of
    its rent and all other sums due under the Lease directly to the
    Mortgagee or as otherwise required pursuant to such notice beginning
    with the payment next due after such notice of default, without inquiry
    as to whether a default actually exists under the Mortgage, Security
    Documents or otherwise in connection with the Note, and notwithstanding
    any contrary instructions of or demands from Landlord.

           e.   Tenant shall send a copy of any notice or statement under the
    Lease to Mortgagee at the same time such notice or statement is sent
    to Landlord if such notice or statement has a material impact on the
    economic terms, operating covenants or duration of the Lease.

           f.   Tenant has no right or option of any nature whatsoever, whether
    pursuant to the Lease or otherwise, to purchase the Premises or the
    Property, or any portion thereof or any interest therein, and to the extent
    that Tenant has had, or hereafter acquires, any such right or option, same
    is hereby acknowledged to be subject and subordinate to the Mortgage and is
    hereby waived and released as against Mortgagee.

           g.   This Agreement satisfies any condition or requirement in the
    Lease relating to the granting of a non-disturbance agreement as to the
    loan which is the subject of the Security Documents, and Tenant waives any
    requirement to the contrary in the Lease.

           h.   Mortgagee and any New Owner shall have no obligation nor incur
    any liability with respect to the erection or completion of the
    improvements in which the Premises are located or for completion of the
    Premises or any improvements for Tenant's use and occupancy, either at the
    commencement of the term of the Lease or upon any renewal or extension
    thereof or upon the addition of additional space, pursuant to any expansion
    rights contained in the Lease.

           i.   In the event that Mortgagee or any New Owner shall acquire
    title to the Premises or the Property, Mortgage or such New Owner shall
    have no obligation, nor incur any liability, beyond Mortgagee's or New
    Owner's then equity interest, if any, in the Property or the Premises,
    and Tenant shall look exclusively to such equity interest of Mortgagee
    or New Owner, if any, for the payment and discharge of any obligations
    imposed upon Mortgagee or New Owner hereunder or under the Lease or for
    recovery of any judgement from Mortgagee, or New Owner, and in no event
    shall  Mortgagee, New Owner nor any of their representatives, servants,
    employees or partners ever be personally liable for such judgement.

           j.   Nothing herein contained is intended, nor shall it be
    construed, to abridge or adversely affect any right or remedy of
    Landlord under the Lease in the event of any default by Tenant in the
    payment of rent and/or any other sums due under the Lease or in the
    performance of any of the other terms, covenants or conditions of the Lease
    on Tenant's part to be performed.

           k.   Landlord has not agreed to any abatement of rent or other sums
    or period of "free rent" for the Premises unless same is specifically
    provided in the Lease, and Tenant agrees that in the event Mortgagee, or
    any New Owner becomes the owner of the Property, no agreement for abatement
    of rent or any other sum not specifically provided in the Lease will be
    binding on Mortgagee or New Owner.

    6.     Acknowledgement and Agreement by Landlord.   Landlord, as landlord
under the Lease and grantor under the Mortgage, acknowledges and agrees for
itself and its heirs, representatives, successors and assigns, that:  (a) this
Argument does not constitute a waiver by Mortgagee of any of its rights under
the Mortgage, Note, or Security Documents, or in any way release Landlord from
its obligations to comply with the terms, provisions, conditions, covenants,
agreements and clauses of the Mortgage, Note, or Security Documents; (b) the
provisions of the Mortgage, Note, or Security Documents remain in full force and
effect and



                                 page 3 of 6
<PAGE>   25
must be complied with by landlord; and (c) Tenant is hereby authorized to pay
its rent and all other sums due under the Lease directly to Mortgagee upon
receipt of a notice as set forth in paragraph 5(d) above from Mortgagee and
that Tenant is not obligated to inquire as to whether a default actually exists
under the Mortgage, Security Documents or otherwise in connection with the
Note.  Landlord hereby releases and discharges Tenant of and from any liability
to Landlord resulting from Tenant's payment to Mortgagee in accordance with this
Agreement.  Landlord represents and warrants to Mortgagee that a true and
complete copy of the Lease has been delivered by Landlord to Mortgagee.

     7.   Lease Status.   Landlord and Tenant certify to Mortgagee that neither
Landlord nor Tenant has knowledge of any default on the part of the other under
the Lease, that the Lease is bona fide and contains all of the agreements of
the parties thereto with respect to the letting of the Premises and that all of
the agreements and provisions therein contained are in full force and effect.

     8.   Notices.   All notices, requests, consents, demands and other
communications required or which any party desires to give hereunder shall be
in writing and shall be deemed sufficiently given or furnished if delivered by
personal delivery, by telegram, telex, or facsimile, by expedited delivery
service with proof of delivery, or by registered or certified United States
mail, postage prepaid, at the addresses specified at the end of this Agreement
(unless changed by similar notice in writing given by the particular party
whose address is to be changed).  Any such notice or communication shall be
deemed to have been given either at the time of personal delivery or, in the
case of delivery service or mail, as of the date of the first attempted delivery
at the address and in the manner provided herein, or, in the case of telegram,
telex or facsimile, upon receipt.  Notwithstanding the foregoing, no notice of
change of address shall be effective except upon receipt.  This Paragraph 8
shall not be construed in any way to affect or impair any waiver of notice or
demand provided in this Agreement or in the lease or in any document
evidencing, securing or pertaining to the loan evidenced by the Note or to
require giving of notice or demand to or upon any person in any situation or
for any reason.

     9.   Miscellaneous.

          a.     This Agreement supersedes any inconsistent provision of the
     Lease.

          b.     Nothing contained in this agreement shall be construed to
     derogate from in any way impair, or affect the lien, security interest,
     or provisions of the Mortgage, Note, or Security Documents.

          c.     This Agreement shall inure to the benefit of the parties
     hereto, their respective successors and permitted assigns, and any New
     Owner, and its heirs, personal representatives, successors and
     assigns; provided, however, that in the event of the assignment or
     transfer of the interest of Mortgagee, all obligations and liabilities
     of the assigning Mortgagee under this Agreement shall terminate, and
     thereupon all such obligations and liabilities shall be the
     responsibility of the party to whom Mortgagee's interest is assigned
     or transferred; and provided further that the interest of the Tenant
     under this Agreement may not be assigned except to an "affiliate" (as
     defined in Section 15 of the Lease), or transferred without the prior
     written consent of Mortgagee, which consent shall not be unreasonably
     withheld.

          d.     THIS AGREEMENT AND ITS VALIDITY, ENFORCEMENT AND INTERPRETATION
     SHALL BE GOVERNED BY THE LAWS OF THE STATE OF GEORGIA AND APPLICABLE
     UNITED STATES FEDERAL LAW.

          e.     The words "herein", "hereof", "hereunder" and other similar
     compounds of the word "here" as used in this Agreement refer to this
     entire Agreement and not to any particular section or provision.

          f.     This Agreement may not be modified orally or in any manner
     other than by an agreement in writing signed by the parties hereto or
     their respective successors in interest.

          g.     If any provision of the Agreement shall be held to be invalid,
     illegal, or unenforceable in any respect, such invalidity, illegality
     or unforceability shall not apply to or affect any other provision hereof,
     but this Agreement shall be construed as if such invalidity, illegibility,
     or unenforceability did not exist.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and sealed as of the date first above written.



                                 page 4 of 6
<PAGE>   26
Signed, sealed and delivered in                MORTGAGEE:
the presence of:
 /s/ Rainey L. Astin
-------------------------------
Unofficial Witness                             By: /s/Gregory J. Wolkom
                                                  ------------------------------
                                               Name: GREGORY J. WOLKOM
 /s/ Elayne S. Bouyer                               ----------------------------
-------------------------------                Title: SUP
Notary Public                                        ---------------------------

My Commission Expires:
   November 22, 1998
-------------------------------

       [NOTARIAL SEAL]


                              [ELAYNE S. BOUYER
                                    NOTARY
                                   EXPIRES
                                   GEORGIA
                                JULY 14, 1998
                                    PUBLIC
                         FULTON COUNTY NOTARIAL SEAL]

Signed, sealed and delivered in                TENANT:
the presence of:
/s/
-------------------------------
Unofficial Witness                             By: /s/
                                                    --------------------------
                                               Name:
/s/ Lynette A. Pearson                              --------------------------
-------------------------------                Title:
Notary Public                                       --------------------------

My Commission Expires:
   November 22, 1998
-------------------------------

      [NOTARIAL SEAL]


Signed, sealed and delivered in                LANDLORD:
the presence of:
 /s/ Rainey L. Astin                           Mansell Overlook 100, LLC
-------------------------------
Unofficial Witness                             By: /s/ William M. Johnson
                                                  ------------------------(SEAL)
                                                  William M. Johnson
 /s/ Elaine S. Bouyer                             Managing Member
-------------------------------
Notary Public

My Commission Expires:

-------------------------------

      [NOTARIAL SEAL]

                              [ELAYNE S. BOUYER
                                    NOTARY
                                   EXPIRES
                                   GEORGIA
                                JULY 14, 1998
                                    PUBLIC
                        FULTON COUNTY  NOTARIAL SEAL]




ADDRESS OF MORTGAGEE:

Real Estate Banking Group
NationsBank Plaza-6th Floor
600 Peachtree St., N.E.
Atlanta, Georgia 30308
Attention:  Gregory J. Wolkom
            Senior Vice President

ADDRESS OF TENANT:



ADRESS OF LANDLORD:

70 Mansell Court
Suite 225
Roswell, Georgia 30076
Attention:  Wiliam M. Johnson
            Managing Member



                                 page 5 of 6
<PAGE>   27
                                 EXHIBIT "A"

                              OVERLOOK 100 TRACT

ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 543 of the 1st
District, 2nd Section, City of Alpharetta, Fulton County, Georgia, containing
8.177 acres and being depicted as "Mansell Overlook 100" on that certain
Survey, dated March 6, 1995, last revised September 13, 1995, for Mansell
Overlook 100, LLC, NationsBank of Georgia, N.A., and Chicago Title Insurance
Company prepared by Anastasios S. Costarides of C&C Land Surveyors, Inc.,
Registered Georgia Land Surveyor No., 2448, said land being more particularly
described as follows:

        TO FIND THE TRUE POINT OF BEGINNING, commence at a point located at
        the intersection of the easterly right of way line of Warsaw
        Road (a 60 foot right-of-way) and the southerly right-of-way line of
        Mansell Road (a variable right-of-way);

        RUNNING THENCE along the southerly right-of-way line of Mansell Road
        South 86 degrees 12 minutes 39 seconds East a distance of
        108.24 feet to a point;

        THENCE CONTINUING along the southerly right-of-way line of Mansell Road
        South 87 degrees 18 minutes 39 seconds East a distance of
        100.57 feet to a point which point is the TRUE POINT OF BEGINNING;

        THENCE CONTINUING along the southerly right-of-way line of Mansell Road
        South 87 degrees 18 minutes 39 seconds East a distance of 4.54
        feet to a point;

        THENCE CONTINUING along the southerly right-of-way line of Mansell Road
        South 87 degrees 35 minutes 38 seconds East a distance of
        100.92 feet to an iron pin found;

        THENCE CONTINUING along the southerly right-of-way line of Mansell Road
        South 88 degrees 30 minutes 28 seconds East a distance of
        676.49 feet to a point;

        THENCE LEAVING said right-of-way line and running South 00 degrees 58
        minutes 37 seconds West a distance of 130.61 feet to a point;

        RUNNING THENCE North 89 degrees 01 minutes 23 seconds West a distance
        of 18.00 feet to a point;

        RUNNING THENCE South 00 degrees 58 minutes 37 seconds West a distance
        of 403.80 feet to a point;

        RUNNING THENCE South 58 degrees 00 minutes 43 seconds West a distance
        of 6.77 feet to a point located on the northeasterly
        right-of-way line of Mansell Court East (a 60 foot private drive);

        RUNNING THENCE along the northeasterly right-of-way line of Mansell
        Court East an arc distance of 199.44 feet along a curve to the
        left (said curve having a chord line running North 62 degrees 47
        minutes 28 seconds West a distance of 192.64 feet and a radius of
        219.91 feet) to a point;

        THENCE CONTINUING along the northerly right-of-way line of Mansell
        Court East North 88 degrees 47 minutes 18 seconds West a
        distance of 588.92 feet to a point;

        THENCE LEAVING said right-of-way line and running North 01 degrees 30
        minutes 50 seconds East a distance of 250.31 feet to a point;

        RUNNING THENCE North 01 degrees 18 minutes 42 seconds East a distance
        of 209.01 feet to a point, which point is the POINT OF BEGINNING.







                                 page 6 of 6