EXHIBIT 10.16
                                                              -------------

                          THE ATLANTA MERCHANDISE MART
                                 LEASE AGREEMENT

     This Lease Agreement made and entered into this 17th day of April 1998
     by and between AMC, INC., a Georgia corporation (hereinafter referred
     to as "Lessor"), and DESTINATION, INC., a corporation under the laws
     of the State of Georgia (hereinafter referred to as "Lessee").

                                   WITNESSETH:

     In consideration of the promises and covenants contained herein and
     other good and valuable consideration, the receipt and sufficiency of
     which are hereby acknowledged, Lessor hereby leases to Lessee, and
     Lessee hereby leases from Lessor, those certain premises more
     particularly described herein, in accordance with the Terms and
     Conditions attached hereto and incorporated herein by this reference. 
     This lease shall consist of the following Basic Lease Information, any
     special stipulations set forth herein, the attached Terms and
     Conditions, and any exhibits expressly incorporated herein
     (collectively hereinafter referred to as the "Lease").

     <TABLE>
     <CAPTION>

      BASIC LEASE INFORMATION:
      <S>                                            <C>
        Section 1.2 Showroom:                        22-S-20

        Section 1.2 Gross Square Feet of Showroom:   Approximately 9,933

        Section 2.1 Term Commencement Date:          May 1, 1998

        Section 2.1 Expiration Date:                 June 30, 2002

        Section 3.1 Base Rent:                       $11,333.00 per month from May 1, 1998
                                                       to June 30, 1999
                                                     $11,786.32 per month from July 1, 1999
                                                       to June 30, 2000
                                                     $12,257.77 per month from July 1, 2000
                                                       to June 30, 2001
                                                     $12,748.08 per month from July 1, 2001
                                                       to June 30, 2002

        Section 3.3 Base Year:                       1998

        Section 3.3 Gross Leasable Square Feet 
          in Building:                               2,027,385

        Section 3.3 Lease's Percentage Share:        .0048994%

        Section 3.5 Security Deposit                 N/A

        Section 6.9 Time of Operation:  8:00 AM - 6:00 PM Monday through Friday, and such hours as
                                        may be designated by Lessor during all Market Exhibition
                                        Periods.

      </TABLE>
      <PAGE>

      BASIC LEASE INFORMATION, CONTINUED:

        Section 12.12                   Address of Parties:

                               Lessor:  AMC, Inc.
                                        240 Peachtree Street, N.W.
                                        Suite 2200
                                        Atlanta, GA 30303
                                        Attention:  Lease Administrator

                                        With a copy to:

                                        AMC, Inc.
                                        240 Peachtree Street, N.W.
                                        Suite 2200
                                        Atlanta, GA 30303
                                        Attention:  Legal Department

                               Lessee:  Destination, Inc.
                                        240 Peachtree Street, N.W.
                                        Suite 22-S-20
                                        Atlanta, GA 30303
                                        Attention:  Greg Cunningham

      Section 12.18      Special Stipulations (if any):

     12.18  CONSTRUCTION LOAN.  Notwithstanding anything contained herein
            to the contrary, Lessor agrees to loan to Lessee an amount
            equal to fifty thousand dollars ($50,000.00) (hereinafter
            referred to as the "Construction Loan"), for Lessee's total
            cost of the construction of Lessee Improvements made to the
            Premises, as indicated in EXHIBIT "C" HERETO.  Lease agrees to
            reimburse and pay to Lessor the Construction Loan in accordance
            with the terms of the Promissory Note, a copy of which is
            attached hereto as EXHIBIT "B" and made a part hereof.  The
            parties further agree that any default under said Promissory
            Note shall be deemed an Event of Default under this Lease.

     12.19  (a)  In the event the Agreement dated April 17, 1998 is
                 terminated on the Termination Date (as said term is
                 defined in the Agreement), or if sooner terminated (except
                 if such termination is due to a monetary default by
                 Lessee), this Lease shall terminate within one hundred
                 eighty (180) days from the effective date of termination
                 of the Agreement.  Lessee agrees that all Rent and other
                 amounts paid to Lessor are non-refundable, including
                 without limitation, any payments made pursuant to the
                 Promissory Note dated April 17, 1998, and Lessee shall not
                 have any claim thereto.  Lessee will have the right to
                 vacate and surrender the Premises in accordance with the
                 terms and conditions of this Lease, within one hundred
                 eighty (180) days from the effective date of termination
                 of the Agreement, by providing written notice to Lessor of
     <PAGE>
                 the effective date of vacation and surrender of the
                 Premises, which shall also be the effective date of
                 termination of the Lease.  Lessee agrees that it shall
                 remain in compliance with all of the terms and conditions
                 of the Lease during said time period, including without
                 limitation the payment of Rent and installment payments
                 under the Promissory Note dated April 17, 1998.

            (b)  This Lease may not be terminated as provided in this
                 Section 12.19 at any time during which Lessee is in
                 default of its covenants and obligations under this Lease,
                 and no termination shall be effective if Lessee shall be
                 in default of its obligations and covenants under this
                 Lease as of the date of such termination, unless Lessor
                 otherwise expressly agrees in writing.

     12.20  PRIOR LEASE.  Lessee's lease dated May 18, 1993, for the
            premises known as Space 13-A-11, and a Portion of B2, B3 and B5
            in the Building (the "Prior Lease") shall be deemed to
            terminate on April 30, 1998.  Notwithstanding the above, Lessee
            shall continue to pay Lessor Base Rent and Additional Rent and
            any other charges due pursuant to the terms of both the Prior
            Lease and the Lease, until possession of the former premises is
            actually delivered by Lessee to Lessor.  Following Lessee's
            delivery of the former premises to Lessor, Lessee shall be
            responsible only for payment of Base Rent, Additional Rent, and
            any other charges due pursuant to the terms of the Lease.

     12.21  TERM.  The Term of this Lease is intended to be co-terminus
            with that certain Agreement between Destination, Inc. and AMC,
            Inc. dated April 17, 1998 (the "Agreement"), provided that, in
            accordance with the terms of Section 12.19 of this Lease,
            Lessee shall have up to one hundred eighty (180) days to vacate
            the Premises upon termination of the Agreement.

     The Sections of the Terms and Conditions identified above in the left
     margin are those sections where references to particular Basic Lease
     Information appear.  Each such reference shall incorporate the
     applicable Basic Lease Information.  In the event of any conflict
     between any Basic Lessee Information and the Terms and Conditions, the
     latter shall control.

                        Lessor:  AMC, Inc.

                        By:  /s/ Jeffrey L. Portman
                             ---------------------------------------------
                             Title:  Executive Vice President

                        Attest:  _________________________________________

                        Name:  ___________________________________________

                        Title:  ___________________________________________
     <PAGE>
                        Lessee:  Destination, Inc.


                        By:  /s/Gregory S. Cunningham
                             ---------------------------------------------
                             Title: Secretary/Treasurer

                        Name:  ____________________________________________

                        Title:  ___________________________________________


                        By:  ______________________________________________

                        Name:  ____________________________________________

                        Title:  ___________________________________________
     <PAGE>
                            ATLANTA MERCHANDISE MART
                              TERMS AND CONDITIONS

                                    Article 1
                                    ---------
                                    PREMISES

     1.1    DEFINITIONS.  Unless the context of this Agreement shall
            require otherwise:

            (a)  "Bare wall," "bare wall premises," and "bare wall
                 condition" shall mean and refer to the unfinished interior
                 walls as originally constructed, including, without
                 limitation, drywall, concrete block, aluminum and/or
                 glass.

            (b)  "BLI" shall mean and refer to the Basic Lease Information
                 pages attached hereto and incorporated herein by
                 reference.

            (c)  "Building" shall mean and refer to that structure owned or
                 operated by Lessor and located at 240 Peachtree Street
                 N.W., Atlanta, Georgia 30303 and known as the Atlanta
                 Merchandise Mart, as said structure may from time to time
                 hereafter be expanded or modified. 

            (d)  "Common Area" shall mean and refer to all areas of the
                 Building used or available for use in common by lessees,
                 their employees and invitees, including, without
                 limitation, lobbies, stairs, escalators, elevators,
                 corridors, restrooms, parking areas, landscaped areas,
                 loading docks, and all other areas and improvements which
                 may be provided by Lessor for the convenience and use of
                 the lessees and occupants of the Building, and their
                 respective agents, employees and invitees.

            (e)  "Market Exhibition Period" shall mean and refer to those
                 market periods for professional buyers, wholesalers, and
                 retail shop owners in the rugs, furniture, gift, textile
                 and decorative accessories industries, as may be organized
                 and arranged by Lessor from time to time during this
                 Lease. Such market periods shall be held on such dates, at
                 such times, and for such duration as may be established by
                 Lessor in its sole discretion.

            (f)  "Gross Square Feet" shall mean and refer to that area
                 contained in the Premises as measured from centerline to
                 centerline of all perimeter partitions of the Premises and
                 from the outermost portion of the showroom front of all
                 corridors to either the inside face of all exterior
                 building walls or the centerline of an interior partition,
                 as the case may be, plus Lessee's prorata share of the
                 Common Area.  It is acknowledged and agreed by the parties
                 that the total gross square feet in the Premises as
     <PAGE>
                 defined herein shall be subject to adjustment only in the
                 event the area of the actual as-built Premises varies by
                 more than one percent (1%) from the gross square footage
                 set forth in the BLI.

            (g)  "Gross Leasable Square Feet" shall mean the aggregate of
                 all gross square feet in the Building.

            (h)  "Premises" shall mean and refer to that particular demised
                 showroom referred to in Section 1.2.

            (i)  "Rent" shall mean and refer to all charges payable by
                 Lessee to Lessor hereunder, including, without limitation,
                 Base Rent and Additional Rent (as said terms are hereafter
                 defined).

     1.2    PREMISES.

            (a)  Lessor does hereby lease, demise, and rent to Lessee and
                 Lessee does hereby lease, take, and rent from Lessor under
                 and according to the provisions of this Agreement, those
                 certain premises described on the BLI containing
                 approximately the number of Gross Square Feet set forth on
                 the BLI, as more specifically shown on the floor plan
                 attached hereto as "Exhibit A" and incorporated herein by
                 reference (hereinafter referred to as the "Premises");
                 provided, however, that the Premises shall exclude the
                 foundations, concrete floorslabs, exterior walls (except
                 plate glass or other glass), and the roof of the Building.

            (b)  Subject to the Building Manual (a copy of which Lessee
                 hereby acknowledges receipt of) and such other rules and
                 regulations as may be prescribed by Lessor from time to
                 time, the use and occupancy by the Lessee of the Premises
                 shall include the use of the Common Area in common with
                 all others to whom Lessor has or may hereafter grant
                 rights to use the same and the use of such other
                 facilities of Lessor as may be designated from time to
                 time by Lessor as Common Area. The Common Area shall be
                 under the control of Lessor and any use thereof by Lessee
                 is under revocable license. Lessor reserves the right at
                 any time, and from time to time, to change the
                 configuration of the Common Area, to eliminate all or part
                 of the Common Area, to subject the Common Area and the use
                 thereof to any restrictions which Lessor, in its sole
                 discretion, may determine, to close temporarily any part
                 or portion of the Common Area to make repairs to changes
                 or to perform such other acts in and to the Common Area as
                 Lessor, in its sole judgment, may deem desirable.

            (c)  Lessor expressly reserves the right to relocate Lessee, at
                 Lessor's sole cost and expense, to any other space or
                 showroom within the Building of comparable size, with
                 comparable improvements, and at a comparable Rent.
     <PAGE>
            (d)  No easement of light or view is included in this Lease of
                 the Premises, and no diminution or shutting off of light
                 or air or view shall affect this Lease.


                                   Article II
                                   ----------
                                      TERM

     2.1    TERM.

            (a)  The term of this Lease (hereinafter referred to as the
                 "Lease Term") shall commence on the Term Commencement Date
                 set forth on the BLI, or on the date that Lessor delivers
                 the Premises to Lessee, whichever is earlier (hereinafter
                 referred to as the "Commencement Date") and shall cease,
                 unless terminated earlier in accordance with the terms of
                 this Lease, on midnight of the Expiration Date set forth
                 on the BLI (hereinafter referred to as "Expiration Date").
                 Lessor shall have no liability to Lessee if Lessor is
                 unable to deliver possession of the Premises on the above
                 Commencement Date by reason of the holding over of the
                 prior occupant, or by reason of delay in completion of the
                 Building or Lessor's improvements, if any, to the
                 Premises, or for any other cause beyond the reasonable
                 control of Lessor, but in such event Base Rent shall not
                 commence until possession of the Premises is tendered to
                 Lessee. An adjustment in the date Base Rent shall commence
                 shall not adjust the Expiration Date or Commencement Date
                 of this Lease. If Lessee shall occupy the Premises prior
                 to the Commencement Date with the consent of Lessor, such
                 occupancy shall be subject to all the terms and conditions
                 of this Lease.

            (b)  In the event Lessee holds possession of the Premises
                 beyond the Expiration Date set forth herein and obtains
                 the written consent of Lessor therefor, then this Lease
                 and the Lease Term hereof shall be deemed to be extended
                 on a month-to-month basis upon all of the terms and
                 conditions herein set forth except that: (i) Such tenancy
                 may be terminated upon not less than thirty (30) days
                 prior written notice by either party hereto; and (ii)
                 Lessee shall pay to Lessor monthly Rent in advanced on the
                 first day of such extension period and thereafter on the
                 first day of each calendar month or portion thereof during
                 such extension period in an amount equal to one hundred
                 fifty percent (150%) of the Rent payable in the last full
                 calendar month preceding the first day of such extension
                 period.


     2.2    INSPECTION AND ACCEPTANCE OF PREMISES.

            (a)  Lessor agrees to grant Lessee reasonable time and access
                 to inspect the Premises prior to occupancy.
     <PAGE>
            (b)  Occupancy of the Premises by Lessee shall be deemed
                 conclusively to establish that the Premises and all other
                 improvements required to be made by Lessor hereunder, if
                 any, have been completed per specifications and floor
                 plans and in accordance with Lessee's wishes and needs and
                 are accepted by Lessee as being in good and satisfactory
                 condition.


                                   Article III
                                   -----------
                                      RENT

     3.1    BASE RENT.  Lessee shall pay Lessor Base Rent for the Premises
            in the amounts set forth on the BLI. Base Rent shall be due and
            payable in advance upon the Commencement Date (except as may be
            provided in Section 2.1(a) hereof) and upon the first day of
            each calendar month thereafter during the Lease Term; provided,
            however, that if the Lease Term shall commence on a day other
            than the first day of the calendar month, then the Base Rent
            for such first fractional month shall be such proportion of the
            monthly rental set forth above as the numbers of days in such
            fractional month bears to the total number of days in that
            calendar month, and shall be payable along with the first full
            month's rent on or before the Commencement Date.

     3.2    PAYMENT OF RENT.  Base Rent, Additional Rent, and all other
            charges payable by Lessee hereunder are cumulative, shall be
            promptly paid by Lessee to Lessor without prior demand therefor
            by Lessor, and shall be made without deduction or set-offs of
            any kind or nature whatsoever in lawful money of the United
            States of America at the office of Lessor, or such other
            location as Lessor may request. Overdue Base Rent, Additional
            Rent, and all other charges payable by Lessee hereunder shall
            bear interest as set forth in Section 12.6 herein. Lessor shall
            have no obligation to accept less than the full amount of all
            amounts payable by Lessee hereunder and any applicable interest
            thereon, and if Lessor shall accept less than the full amount
            owing, Lessor may apply the sums received, in Lessor's sole
            discretion, toward any of Lessee's obligations to Lessor, and
            such acceptance of less than the full amount due and owing at
            any given time shall not constitute a waiver of any Events of
            Default hereunder.

     3.3    ADDITIONAL RENT.

            (a)  Lessor shall pay all real estate taxes, assessments, and
                 other governmental levies against the Building
                 (hereinafter referred to as "Real Estate Taxes"), except
                 as otherwise hereinafter provided. Commencing in the first
                 calendar year after the Base Year (as described on the
                 BLI), if the amount of the Real Estate Taxes levied or
                 assessed against the Building shall exceed by more than
     <PAGE>
                 six percent (6%) per annum the Real Estate Taxes assessed
                 in the Base Year, Lessee shall pay as Additional Rent
                 Lessee's Percentage Share of that portion of such excess
                 (e.g., over and above six percent (6%) per annum).

                 The computation of Additional Rent under this Section
                 3.3(a) is expressed by the following formula:

                           A = [T-B(1+(0.6 x C))] x L

                        A = Additional Rent
                        T = Real Estate Taxes for the calendar year in
                            question
                        B = Real Estate Taxes for the Base Year
                        C = The number of calendar years since the end of
                            the Base Year
                        L = Lessee's Percentage Share

            (b)  Lessor shall pay the costs of providing water, gas and
                 electricity (hereinafter collectively called the "Utility
                 Costs") to the Building. Commencing in the first calendar
                 year after the Base Year, if the amount of the Utility
                 Costs shall exceed by more than six percent (6%) per annum
                 the Utility Costs for the Base Year, Lessee shall pay as
                 Additional Rent under this Section 3.3(b) is expressed by
                 the following formula:

                            A = (U-B(1+0.6 x C)) x L

                        A = Additional Rent
                        U = Utility Costs for the calendar year in question
                        B = Utility Costs for Base Year
                        C = The number of calendar years since the end of
                            the Base Year
                        L = Lessee's Percentage Share

            (c)  In any calendar year in which the tenancy of the Lessee is
                 for less than the full calendar year, the Additional Rent
                 due under this Section 3.3 shall be adjusted and prorated
                 so that the Lessee's Percentage Share of said sum shall
                 bear the same percentage that the partial calendar year
                 bears to the full calendar year. Such Additional Rent due
                 under this Section 3.3 shall be paid in one (1) lump sum
                 which shall be due and payable thirty (30 days after
                 Lessee is invoiced therefor. Lessee's obligation to pay
                 such Additional Rent shall survive the termination of this
                 Lease in the event the Real Estate Taxes or Utility Costs
                 payable during the last year of Lease cannot reasonably be
                 determined until after the termination of this Lease.

     <PAGE>
            (d)  Lessor shall cause an independent certified public
                 accountant selected by Lessor, in its sole discretion, to
                 prepare on an annual basis a statement of the Utility
                 Costs and Real Estate Taxes paid by Lessor, a copy of
                 which shall be made available to Lessee upon written
                 request. The Statement of said independent certified
                 public accountant shall be final and binding upon Lessor
                 and Lessee, absent manifest error. Lessee hereby waives
                 any further accounting by Lessor.

     3.4    ACCORD AND SATISFACTION.  No endorsement or statement on a
            check or letter accompanying any check or payment by Lessee to
            Lessor shall be deemed an accord and satisfaction or a release
            of liability, and Lessor may accept such check or payment
            without prejudice to Lessor's rights to recover the balance of
            all sums due to Lessor hereunder or to pursue any other remedy
            set forth in this Lease or granted by law or in equity.

     3.5    SECURITY DEPOSIT.  Lessee has deposited with Lessor a Security
            Deposit as set forth on the BLI (the "Deposit"). The Deposit
            shall be held by Lessor as security for the faithful
            performance by Lessee of all the provisions of this Lease to be
            performed or observed by Lessee. If Lessee fails to pay Base
            Rent, Additional Rent, or other charges due hereunder, or an
            Event of Default otherwise occurs with respect to any provision
            of this lease, Lessor may use, apply, or retain all or any
            portion of the Deposit for the payment of any such Base Rent,
            Additional Rent, or other charge for which Lessor may become
            obligated by reason of Lessee's Event of Default or for
            compensation to Lessor for any loss, expense, or damage which
            Lessor may suffer thereby. If Lessor so uses or applies all or
            any portion of the Deposit, Lessee shall, within ten (10) days
            after demand therefor, deposit cash with Lessor in an amount
            sufficient to restore the Deposit to the full amount thereof
            and Lessee's failure to do so shall be a material breach of
            this Lease. If Lessee performs all of Lessee's obligations
            hereunder, the Deposit, or so much thereof as has not
            theretofore been applied by Lessor, shall be returned without
            payment of interest or other increment for its use to Lessee at
            the expiration of the Lease Term after Lessee has vacated the
            Premises. No trust relationship is created herein between
            Lessor and Lessee with respect to the Deposit, and Lessor shall
            not be required to keep the Deposit separate from its general
            accounts.


     <PAGE>
                                   Article IV
                                   ----------
                PREMISES CONSTRUCTION, MAINTENANCE AND ALTERATION

     4.1    LESSOR'S IMPROVEMENTS.

            (a)  Lessor is responsible for the construction and maintenance
                 of the Building, including the Common Area and the
                 structural portion of the Building from the exterior of
                 the Building to the perimeters of the Premises and of the
                 premises of other lessees. If this Lease is for the
                 Premises which are unfinished at the date of execution
                 hereof, Lessor agrees to provide, without expense to
                 Lessee, except as otherwise expressly provided herein,
                 including without limitation Section 12.18 hereof, the
                 following items: (i) Concrete ceiling and floor comprising
                 structure of Building; (ii) Demising walls in bare wall
                 condition defining the perimeter of the Premises; (iii)
                 Electrical service to junction box(es) located in the
                 concrete ceiling of the Premises; (iv) Conditioned air;
                 (v) glass door(s); and those items listed on Exhibit "C"
                 hereto.

            (b)  If this Lease is for space which has been previously
                 furnished prior to execution hereof, Lessor provides the
                 Premises to Lessee on an "as is" basis, and by taking
                 possession of the Premises, Lessee acknowledges that the
                 Premises are in good and satisfactory condition and that
                 Lessor has agreed to perform no improvements to the
                 Premises unless the same are expressly set forth herein.

     4.2    LESSOR'S MAINTENANCE OF THE PREMISES.  After Lessor has
            completed its improvements to the Premises as set forth in
            Section 4.1 herein, if applicable, Lessor shall provide
            maintenance service only to those portions of the Premises
            constituting structural portions of the Building, as set forth
            in section 4.1(a) herein, including parts and labor for fan
            units and maintenance for electrical equipment constituting
            structural portions of the Building, and electrical conduits
            and lines to the perimeter of the Premises and of other lessees
            (but not including light fixtures, lamps, light bulbs, and
            other electrical accessories).

     4.3    LESSEE'S IMPROVEMENTS AND ALTERATIONS.

            (a)  Lessee agrees to cause the Premises to be finished, in
                 accordance with this Agreement, with paintings and other
                 interior decoration suitable for a trade mart and of a
                 quality and design consistent with the standards generally
                 observed in Lessee's industry. All alterations or
                 improvements to the bare wall Premises or previously
                 finished Premises shall be made by Lessee at Lessee's sole
                 cost and expense, shall be of good and workmanlike
                 construction, and shall in every respect comply with all

     <PAGE>
                 governmental laws, codes, ordinances, regulations, and
                 other requirements, whether federal, state, or local,
                 which may govern construction of said alterations or
                 improvements, including, without limitation, obtaining the
                 proper building permits and certificates of occupancy.
                 Lessee shall not make or cause to be made any said
                 alterations or improvements or erect, remove or alter
                 partitions in the Premises without first delivering to
                 Lessor final plans and specifications therefor and
                 obtaining Lessor's prior written consent thereto, but such
                 review and consent by Lessor shall not waive or in any
                 manner diminish Lessee's responsibilities with respect to
                 such construction as set forth in this Lease or estop
                 Lessor from latter asserting breach by Lessee of such
                 responsibilities in the event such breach later becomes
                 apparent to Lessor; provided, however, that Lessee may,
                 without the consent of Lessor, but at its own cost and
                 expense and in good and workmanlike manner, make such
                 minor alterations, additions, or other improvements to the
                 Premises as it may deem advisable, without altering the
                 basic character or layout of the Premises or the Building
                 or the improvements to the Premises, such as erecting
                 shelves and display fixtures. (For purposes of this
                 Agreement, the term "display fixtures" shall mean those
                 trade fixtures which are common in Lessee's business.)
                 Within ninety (90) days of the projected date of occupancy
                 of the Premises by Lessee or, if later, the date on which
                 the Lease is executed, Lessor shall provide Lessee with a
                 suggested list of contractors from which list Lessee may
                 select its contractor to make alterations or improvements
                 to the Premises. Such list may be amended by Lessor from
                 time to time. In the event Lessee desires to use a
                 contractor not on such list, Lessee shall first obtain the
                 written approval of Lessor for such contractor.

            (b)  Lessee shall require in any agreement with any contractor
                 or any subcontractor for alterations or improvement to the
                 Premises that such contractor or subcontractor must obtain
                 and maintain such insurance as Lessor shall reasonably
                 require, and must comply with all rules and regulations
                 governing the Building and the Premises, and the use or
                 access thereto, and such further rules and regulations
                 governing the building and premises as may be promulgated
                 by Lessor from time to time.

            (c)  All alterations, additions and improvements to or of the
                 Premises and all fixtures, equipment and signs attached to
                 the Premises, whether now in existence or hereinafter made
                 by either Lessor or Lessee (herein referred to
                 collectively as the "Improvements") shall, during the
                 Lease Term, be Lessee's property, and all taxes or
                 governmental charges with respect thereto during the Lease
                 Term shall be paid by Lessee. Upon the expiration or
                 sooner termination of this Agreement or upon the entry,
     <PAGE>
                 repossession or reentry of the Premises by Lessor pursuant
                 to Section 11.2 hereinbelow, whichever is earlier, all
                 such Improvements (including, without limitation, all
                 components of any track lighting or other lighting system
                 installed within the Premises, but excluding personal
                 property, movable furniture, trade fixtures which can be
                 removed without leaving the Premises in an unsightly
                 condition or rendering any systems in the Premises non-
                 functional, and such Improvements that Lessee is to remove
                 in accordance with Section 12.15) shall be and become
                 Lessor's property without compensation to Lessee.
                 Improvements shall include, but not be limited to all
                 partitions, all portions of any ceiling or wall-mounted
                 light fixtures, wall racks, floor coverings, conditioned
                 air ducts, drapery hardware, wall coverings, ceiling
                 cover, electrical wiring, pipes and conduits. Lessee shall
                 not remove any Improvements from the Premises except as
                 herein provided, and shall fully repair any damage
                 occasioned by any such permitted removal.

     4.4    LESSEE'S MAINTENANCE OF THE PREMISES.  Lessee shall, at all
            times during the Lease Term and at Lessee's sole cost and
            expense, keep and maintain the Premises and every part thereof
            (including, without limitation, all Improvements, glazing, and
            store fronts, but excluding exterior walls, roofs, floors and
            structural elements) in good and sanitary condition and repair
            and free from pests. Lessee hereby waives all rights to make
            repairs at the expense of Lessor as may be provided by any law,
            statute or ordinance now or hereafter in effect.

     4.5    ENTRY BY LESSOR.  In the event of the expansion of or other
            structural alteration to the Building by Lessor, or in the
            event any repairs are to be made by Lessor pursuant to this
            Lease or any other lease of showrooms in the Building. Lessor
            shall have the right to enter the Premises and make use of any
            portion of the Premises as are necessary to accomplish said
            expansion, structural alteration or repair, and Lessee shall be
            entitled to an abatement of Rent in such event only to the
            extent such entry prevents Lessee from conducting its normal
            business in the Premises. In addition, Lessor and its
            employees, agents, and assigns shall have the right to enter
            the Premises at any time during normal business hours (i) to
            inspect the condition of the Premises for the compliance by
            Lessee with this Lease, but no such inspection or failure to
            inspect shall waive any rights of Lessor with respect to any
            Event of Default by Lessee, whether any such Event of Default
            was or should have been discovered; (ii) to post "For Lease"
            signs upon or within the premises during the last ninety (90)
            days of the lease term or during any period of holding over by
            lessee; (iii) to exhibit the Premises to Prospective lessees or
            purchasers; and (iv) to post notices of non-responsibility
            and/or non-payment. In the event Lessee fails to maintain and
            clean the Premises as required hereunder, Lessor may enter the
            Premises at any time for the purpose of cleaning
     <PAGE>
            and restoring same to a clean and sanitary condition, and
            Lessee shall pay on demand Lessor's actual expenses incurred
            thereby as Additional Rent hereunder. The foregoing shall not
            obligate Lessor to take any actions with respect to the
            Premises. Lessor shall use its best efforts to accomplish its
            actions within the Premises with minimum interference with
            Lessee, provided, however, that any liability of Lessor arising
            out of any such entry shall be limited to Lessor's gross
            negligence or willful misconduct.


                                    Article V
                                    ---------
                        ADDITIONAL OBLIGATIONS OF LESSOR

     5.1    UTILITIES AND OTHER SERVICES.  Lessor agrees to provide
            physical connections for electricity to the perimeter of the
            Premises in addition to conditioned air to the Premises and of
            the Common Area of the Building at such times as Lessor in its
            sole discretion deems reasonably necessary for the comfortable
            occupancy thereof; provided, however, Lessor shall not be
            required to deliver or furnish in excess of five (5) watts of
            electricity per square foot to the Premises. Lessee agrees to
            reimburse to Lessor, upon demand, all costs incurred by Lessor
            in connection with Lessee's use of electrical power in excess
            of five (5) watts per square foot of the Premises. Lessor
            further agrees to provide public escalator or elevator service
            for the Building. Lessor reserves the right to discontinue
            escalator and elevator service, the supply of conditioned air,
            and other similar services to the Premises and Common Area of
            the Building on Saturdays, Sundays, and holidays between the
            hours of 5:00 p.m. and 8:00 a.m. and at such other times as
            Lessor may reasonably specify; provided, however, such services
            shall remain in operation during the business hours of all
            Market Exhibition Periods.

     5.2    COMMON AREA MAINTENANCE.  Lessor will maintain and operate the
            Common Area in reasonably good order and condition.  The cost
            of repairing damage to any part of the Common Area caused by
            the act of the Lessee or its agents, employees, or invitees
            shall be paid by Lessee upon demand by Lessor.

     5.3    SHIPPING AND RECEIVING SERVICES.  Lessor may provide, but shall
            be under no obligation to provide, services in connection with
            the shipping and receiving of merchandise by Lessee to or from
            the Premises or the Building.  In the event such services are
            provided, Lessee expressly agrees that the acceptance by
            Lessor, its contractors, agents or employees, of custody or
            control of any merchandise or other personal property of Lessee
            shall not constitute a bailment, and lessee expressly waives
            any claim against Lessor, its contractors, agents or employees,
            arising out of or relating to any loss of or damage to any such
            personal property, unless such loss or damage results solely
            from the gross negligence or intentional misconduct of Lessor,
     <PAGE>
            its employees or agents acting within the scope of their
            employment or agency.


                                   Article VI
                                   ----------
                        ADDITIONAL OBLIGATIONS OF LESSEE

     6.1    INSURANCE.  Lessee at its sole expense, shall procure and
            maintain during the Lease Term: (i) broad form commercial
            general liability insurance, including fire legal liability
            coverage, bodily injury coverage (which includes personal
            injury coverage), and property damage liability coverage
            insuring against any and all liability of Lessee, its agents
            and its employees with respect to the Premises or arising out
            of the maintenance, use, or occupancy thereof, said liability
            insurance to have combined limits in the aggregate for bodily
            injury and property damage of not less than $1,000,000 in any
            one incident; and (ii) fire and extended coverage insurance on
            all improvements to the Premises and all contents therein in an
            amount not less than one hundred percent (100%) of the
            replacement cost thereof.

            All such insurance shall insure the performance by Lessee of
            the indemnity agreement contained in Section 6.7 herein with
            respect to liability for injury to or death of persons and
            injury to or damage to property. Lessor shall be named as an
            additional insured on all such policies, as lessor's interest
            may appear. The policy or policies evidencing such insurance
            shall provide that same may not be canceled or amended without
            thirty (30) days prior written notice to Lessor, and shall be
            issued by an insurance company licensed to do business in
            Georgia.  Prior to the Commencement Date Lessee shall furnish
            to Lessor a certificate of insurance evidencing the existence
            of all insurance required to be maintained by Lessee pursuant
            to this Lease. Lessee will not permit the Premises to be used
            for any purpose which would render the insurance thereon or on
            the Building void or the insurance risk more hazardous or
            increase the premium rate therefor, it being understood and
            agreed that the use of the Premises in the proper and ordinary
            conduct of Lessee's business for the purposes set forth in
            Section 7.1 herein shall not in any event be considered a
            violation of this Section.

     6.2    RULES AND REGULATIONS.  Lessee, its employees, guests and
            invitees shall observe and comply with any and all rules and
            regulations established by Lessor from time to time, written
            notice of which shall be provided to Lessee, including, without
            limitation, all rules and regulations set forth in the Building
            Manual. Said rules and regulations, including those set forth
            in the Building Manual, are a part of this Lease as if fully
            set forth herein in their entirety.

     <PAGE>
     6.3    COMPLIANCE AND LAWS.  Lessee shall, at its sole cost and
            expense, promptly comply with, keep and maintain the Premises
            in compliance with the following as now in effect or as may be
            hereinafter in effect; all laws, statutes and ordinances and
            all rules, regulations and orders of any governmental authority
            including, without limitation, City of Atlanta Building Codes;
            any direction or occupancy certificate issued pursuant to any
            law, regulation or rule by any public officer, the
            provisions of any and all recorded documents affecting the
            Premises; insofar as any of the foregoing related to or
            affect the condition, use or occupancy of the Premises,
            excluding requirements of structural change unless related
            to or affected by Lessee's improvements or acts.

     6.4    LIENS.  Lessees shall keep the Premises, the Building, and the
            land upon which the Building is situated free from any liens
            and claims of lien arising out of any work performed, materials
            furnished, or obligations incurred by, for, or at the instance
            of Lessee or its licensees, sublessees, assigns, or
            concessionaires. Lessor shall have the right to post or keep
            posted on the Premises any notices that may now or hereafter be
            provided by law or which Lessor may deem to be proper for the
            protection from and against such liens. Should any such lien or
            claim of lien be filed or recorded, Lessee shall bond against
            or discharge the same within five (5) days after notice of such 
            lien or claim of lien is received by Lessee or Lessor, and
            shall immediately notify Lessor upon receipt of any notice or
            claim of lien, including a preliminary notice of lien. Lessee
            authorizes Lessor, at its sole option, to deliver on its behalf
            any statutory demand for filing lien claims to any person who
            has delivered material and equipment to or has furnished labor
            or services upon the Premises. Nothing contained in this Lease
            or in any subsequent agreement between Lessor and Lessee or any
            contractor or subcontractor of Lessee relating to improvements,
            alterations or repairs shall be deemed or construed in any way
            as constituting the consent or request of Lessor, expressed or
            implied, by inference or otherwise, to any contractor,
            subcontractor, laborer, mechanic or materialman for the
            performance of any labor or the furnishing of any materials for
            any specific improvement, alteration, or repair of or to the
            Premises, or any part thereof, or as giving Lessee a right,
            power, or authority to contract for or permit the rendering of
            any services or the furnishing of any materials that would give
            rise to the filing of any mechanic's or materialmen's liens or
            claims of lien against the Premises or Lessee's interest
            therein, the Building, or the land upon which the Building is
            situated.

     6.5    FURTHER ASSURANCE.  Lessee agrees, at any time and from time to
            time upon not less than ten (10) days prior written notice by
            Lessor, to execute, acknowledge, and deliver to Lessor a
            written statement in a form acceptable to Lessor addressed to
            Lessor and such other party or parties as Lessor shall direct,
            in which statement Lessee shall (i) certify that this lease is
     <PAGE>
            unmodified and in full force and effect or, if there have been
            modifications, that this lease, as modified, is in full force
            and effect; (ii) state the dates through which all Rent has
            been paid; (iii) certify that there exists no default in the
            performance of any covenant, agreement, term, provision, or
            condition of this Lease or, if there exists such a default,
            specify the nature of each such default; and (iv) certify that
            there are no set-offs, counterclaims, or defenses available to
            Lessee against Lessor, or, if there exists any such set-off,
            counterclaim or defense, specify the nature thereof. Lessee
            hereby agrees that Lessor and such other party or parties to
            whom such certificate is addressed may and will rely upon
            Lessee's certifications and statements in connection with any
            financing or sale of the Building or of the Building and the
            land on which it is located.

     6.6    DEFECTS.  Lessee shall report immediately and in writing to
            Lessor any defective condition in or about the Premises,
            actually known, or if Lessee should have reasonably known by
            its actual occupancy of the Premises, which Lessor is required
            to repair under the terms of this Lease. A failure to report
            same shall make Lessee liable to Lessor for any expense or
            damage, whether direct or indirect, to Lessor arising out of
            any such failure to report a defective condition. Lessee's
            liability for indirect damages in connection with the
            negligence of Lessee, its agents, contractors and employees in
            failing to report any such defective condition shall be limited
            to the amount of comprehensive general liability insurance and
            fire extended coverage insurance required under the Lease.
            There shall be no limit on indirect damages caused by or in
            connection with the gross negligence or willful misconduct of
            Lessee, its agents, contractors and employees in filing to
            report same.

     6.7    INDEMNIFICATION.  Lessee agrees to indemnify and hold Lessor
            harmless from and against any and all claims, liabilities,
            actions, expenses, losses, or damages whatsoever on account of
            or in connection with any loss, injury, death or damage to
            persons or property or business arising out of or in connection
            with Lessee's use or occupancy of the Premises, including,
            without limitation, the condition of the Premises, or any act
            or omission, whether or not negligent, of Lessee, its agents,
            contractors, employees, guests, or invitees, or any water
            and/or plumbing system malfunction, developing as a result of
            lessee's extension and use of Lessor's water and sewage systems
            (such indemnification included, but shall not be limited to
            water damage to the Premises and the Building; the costs for
            repair, restoration and replacement of any surfaces, finish,
            structure, equipment, furnishings, or merchandise damaged or
            altered by said extension, as well as any attendant liability
            arising therefrom); provided, however, Lessee shall not be
            required to indemnify or hold Lessor harmless from or against
            any claims, liabilities, actions, expenses, losses, or damages
            to the extent same arise directly out of the gross negligence
     <PAGE>
            or intentional misconduct of Lessor, its agents or employees
            acting within the scope of their agency or employment. Lessee
            shall further indemnify and hold Lessor harmless from and
            against the performance or non-performance of any covenant or
            agreement to be performed by Lessee pursuant to the terms and
            conditions of this Lease. In addition, Lessee shall hold Lessor
            harmless from and against all costs, reasonable attorney fees,
            expenses, and liabilities incurred in connection with any
            claim, action or proceeding brought or in any way connected
            with the matters against which Lessee has agreed to hold Lessor
            harmless.

     6.8    TAXES.  Lessee shall pay before delinquency any and all taxes,
            assessments or governmental charges (whether same are now in
            effect or subsequently enacted) during the Lease Term which are
            levied or assessed against Lessee's business in the Premises or
            upon Lessee's improvements, fixtures, furniture, appliances or
            personal property installed or located in the Premises or which
            constitute a lien against any of the foregoing.

     6.9    TIME OF OPERATION.  Lessee shall keep the Premises illuminated
            and open for business with an adequate staff in attendance and
            its products available for display and marketing during all
            Market Exhibition Periods, and during such other times as are
            set forth in the BLI (as such times may reasonably be adjusted
            by Lessor, from time to time).


                                   Article VII
                                   -----------
                                 USE OF PREMISES

     7.1    USE.
            (a)  The Premises shall be used and occupied by the Lessee as
                 an office and for no other purpose. Lessee agrees to
                 conduct its business at all times in a reputable manner
                 and to operate all of the Premises unless prevented from
                 doing so because of fire, accident or force majeure.
                 Lessee shall, at its own cost and expense, obtain any and
                 all licenses and permits necessary for the aforesaid use.

            (b)  Lessee shall not solicit, peddle, canvas or distribute
                 handbills or other written material or permit any such
                 acts in its behalf, in the hallways, corridors, or other
                 Common Areas of the Building, or on the grounds, parking
                 areas, and sidewalks surrounding the Building. All such
                 activities shall be confined to the Premises. Lessee shall
                 not solicit sales from persons other than accredited
                 retail and wholesale merchants and their representatives.

            (c)  Lessor reserves the right to prescribe qualifications and
                 time for admission to the Building, including but not
                 limited to the payment of an admission fee, and to
                 restrict access to the Building or any portion thereof to
     <PAGE>
                 accredited retail and wholesale merchants and their
                 representatives, and to make admission into the Building
                 conditioned upon presentation and exhibition of such
                 credentials as Lessor may deem necessary or appropriate.
                 Lessee shall be furnished with credentials for admission
                 into the Building if deemed necessary by Lessor.

            (d)  No sign, tag, label, picture, advertisement, or notice
                 shall be displayed, installed, distributed, inscribed,
                 painted or affixed by Lessee on the exterior doors, plate
                 glass or exterior or interior walls of the Premises or on
                 any part of the outside or inside of the Building without
                 the prior written consent of the Lessor as to the content
                 and design thereof. Lessee shall remove all signs, if any,
                 at the termination of this Lease. Installation and removal
                 of all signs shall be made in a good and workmanlike
                 manner so as to avoid injury to or defacement of the
                 Building, Premises and the improvements therein. No show
                 cases or other fixtures or objects shall be placed by
                 Lessee in front of the Building, in the corridors or
                 elsewhere in or about the Building, other than within the
                 Premises.

            (e)  Furniture, products, merchandise, and other bulky objects
                 shall be brought into and removed from the Building only
                 through the freight entrance and freight elevators, and
                 movement of such objects shall be subject to reasonable
                 requirements of Lessor as to time and manner of moving. No
                 such items shall be brought into or removed from the
                 Building during any major Market Exhibition Period without
                 prior written consent from Lessor.

            (f)  No additional locks shall be placed on the doors of the
                 Premises by Lessee, nor shall any existing locks be
                 changed. Lessor will without charge, furnish Lessee with
                 three keys for each lock existing upon the entrance doors
                 to the Premises when Lessee assumes possession. A charge
                 of five dollars ($5.00) shall be required for additional
                 keys. Keys are to be issued to authorized personnel only.

            (g)  Safes and other unusually heavy objects shall be placed by
                 Lessee only in such places as may be approved by Lessor.
                 Any damage caused by overloading the floor or by taking in
                 or removing any object from the Premises shall be paid by
                 Lessee. Lessee may not place upon the floor of the
                 Premises any object whatsoever that weights in excess of
                 fifty (50) pounds per square foot of floor area covered.

            (h)  Models, salespersons, or other employees or
                 representatives of Lessee, shall not model, demonstrate,
                 display, or show in any manner any products outside of the
                 Premises without Lessor's prior written consent.

     <PAGE>
            (i)  Lessee shall not do or permit anything to be done in or
                 about the Premises which will in any way obstruct or
                 interfere with the rights of other tenants of the
                 Building, or injure or annoy them, or use or allow the
                 Premises to be used for any improper, immoral, unlawful or
                 objectional purpose, nor shall Lessee cause, maintain or
                 permit any nuisance in, on or about the Premises. The
                 Premises may not be used for timeshare, hotel, or
                 residential purposes.

            (j)  Neither Lessee nor its contractors, subcontractors,
                 agents, laborers, mechanics, or materialmen shall use,
                 generate, store or dispose of any hazardous waste, toxic
                 substance, or related materials, including, without
                 limitation, asbestos and polychlorinated biphenyl ("PCB"),
                 in or on the Premises, the Building, and the land upon
                 which the Building is situated.

            (k)  All plate glass windows and sliding glass doors which face
                 any corridor shall at all times be and remain totally
                 clear and unobstructed (except for such identifying signs
                 as Lessor may approve in writing) so that a full and
                 obstructed view of the Premises and the corridors beyond,
                 if applicable, may be had through said plate glass windows
                 and sliding glass doors. All sliding doors which face any
                 corridor shall be and remain open and free of obstructions
                 during all applicable Market Exhibition Periods.

            (l)  Lessee will conduct its business in the Premises in a
                 lawful manner in compliance with all governmental laws,
                 ordinances, regulations, and other requirements, whether
                 federal, state, or local, applicable to the use of the
                 Premises and will promptly comply with all governmental
                 orders and directives applicable to the Lessee's use and
                 occupancy of the Premises, including, without limitation,
                 such orders and directives for the correction, prevention,
                 and abatement of nuisances in or connected with the
                 Premises, all at Lessee's sole expense.

            (m)  Lessee will not do any act tending to injure the
                 reputation of Lessor or to interfere with the operation,
                 public relations, or promotions of Lessor.


                                  Article VIII
                                  ------------
                               INTEREST OF LESSEE

     8.1    SUBORDINATION OF LEASE.  The rights of Lessee under this Lease
            shall be and are subject and subordinate to any ground leases
            for the land on which the Building is located and the lien and
            security title of any mortgage or security deed now or
            hereafter placed on the Building or the land on which the
            Building is located, or any part thereof, and to any renewals,
     <PAGE>
            modifications, extensions, consolidations and replacements
            thereof. Although such subordination shall be self-operative,
            Lessees shall execute and deliver, upon demand, such further
            instruments confirming such subordination as may be requested
            by Lessor. In the event any such security deed shall be
            foreclosed (whether by judicial foreclosure or by exercise of a
            private power of sale), the party foreclosing such security
            deed shall have the option (i) of foreclosing subject to this
            Lease so that this Lease will in no way be disturbed or
            terminated by such foreclosure, whereupon at the request of the
            purchaser at the foreclosure sale (or purchaser by deed in lieu
            of a foreclosure), Lessee will attorn to such purchaser and
            will execute such instruments as may be necessary or
            appropriate to evidence such attornment, or (ii) of terminating
            this Lease by such foreclosure. Lessee hereby irrevocably
            appoints Lessor as attorney-in-fact for Lessee with full power
            and authority to execute and deliver in the name of Lessee any
            instrument or instruments required by Lessee under this Section
            8.1.

     8.2    INTEREST CONVEYED.  This Lease shall create only the
            relationship of lessee and lessor between the parties hereto;
            no estate shall pass out of Lessor, and Lessee has only a
            usufruct, which is not subject to levy and sale.


                                   Article IX
                                   ----------
                                    TRANSFER

     9.1    ASSIGNMENT AND SUBLETTING.  Lessee may not assign this Lease or
            any interest herein or in the Premises or mortgage, pledge,
            encumber, hypothecate or otherwise transfer or sublet the
            Premises or any part thereof, or permit the use of the Premises
            by any party other than Lessee, without the prior written
            consent of Lessor. Notwithstanding anything contained herein to
            the contrary, in the event Lessee shall sublet a portion of the
            Premises to an affiliate company whose predominant business is
            in the travel or hospitality industry, Lessor's consent shall
            not be unreasonably withheld. This prohibition against
            assignment and subletting shall include, without limitation, a
            specific prohibition against Lessee permitting any person,
            firm, or entity other than Lessee and its employees from
            temporarily or permanently licensing, using, or otherwise
            operating out of the Premises in any manner whatsoever. For the
            purpose of this Section, the term "employee" shall mean a
            natural person whose compensation is directly paid and funded
            by Lessee and is primarily in the form of wages upon which
            Lessee is required to withhold state and federal taxes and
            whose job functions, responsibilities, and activities are
            exclusively controlled by Lessee. In addition, in the event
            that the beneficial owners of Lessee sell, exchange, bequeath,
            or otherwise transfer all or any portion of their interest in
            Lessee such that after the date hereof forty-nine percent (49%)
     <PAGE>
            or more of the beneficial ownership interest of Lessee is
            changed, such change in ownership shall be deemed a transfer of
            the Premises for the purposes of this Section, except if Greg
            Cunningham is manager in charge of Lessor's accounts and
            continues to control the day to day operations of Lessee's
            business. Lessor reserves the right to examine Lessee's
            business records upon reasonable notice to insure Lessee's
            compliance with the provisions of this Section.


                                    Article X
                                    ---------
                      DAMAGE, DESTRUCTION AND CONDEMNATION

     10.1   DAMAGE OR DESTRUCTION OF BUILDING.  In the event of such
            substantial damage to or destruction of the Building by fire or
            other casualty that the roof, walls, floors, or other
            structural members thereof are damaged or that a substantial
            number of the premises in the Building are damaged, but
            regardless of whether the Premises of the Lessee are damaged
            thereby, then Lessor shall have the option to terminate this
            Lease upon written notice to Lessee given within ninety (90)
            days of such casualty. If Lessor chooses, in its sole
            discretion, so to terminate this Lease, such termination shall
            be effective on the day specified in such notice, but not
            earlier than thirty (30) days following the date of such
            written notice.

     10.2   RESTORATION OF PREMISES AND IMPROVEMENTS; ABATEMENT OF RENT.

            (a)  In the event of any damage to or destruction of the
                 Premises or the improvements therein by fire or other
                 casualty, then unless this Lease is terminated by Lessor
                 pursuant to Section 10.1 above: (i) Lessor shall promptly
                 take appropriate action to repair and restore a sufficient
                 portion of the Building to permit access to and occupancy
                 of the Premises by Lessee and to restore the Premises to
                 bare wall condition, including all improvements described
                 in Section 4.1(a) herein; and (ii) Lessee shall promptly
                 repair, replace, or restore the improvements in the
                 Premises to a condition comparable to that existing prior
                 to the casualty at Lessee's sole cost and expense without
                 contribution or reimbursement by Lessor, except that any
                 insurance proceeds applicable to such improvements which
                 are paid to Lessor, pursuant to the loss payee provisions
                 of insurance coverage required of Lessee under Section
                 6.1, shall be distributed to Lessee after completion of
                 such improvements for the purpose of reimbursing Lessee
                 for such repairs and restoration. If any improvements to
                 the Premises are damaged or destroyed at any time and not
                 subsequently replaced, restored, or repaired by Lessee,
                 the entire amount of the proceeds of any insurance
                 thereon, including, without limitation, the insurance
     <PAGE>
                 required to be maintained by Lessee pursuant to Section
                 6.1 herein, shall be paid to and retained by Lessor.

            (b)  In the event that the Premises are rendered untenantable
                 as a result of fire or other casualty and this Lease
                 remains in force, then commencing on the date of such
                 casualty, Base Rent shall abate in proportion to the area
                 of the Premises which is untenantable until the date the
                 Premises are restored, provided, however, that if Lessee
                 unreasonably delays in its obligation to restore the
                 improvements to the Premises, as required by Section
                 10.2(a)(ii) herein, then the Base Rent abatement period
                 shall terminate on the date the Premises would have been
                 tenantable had Lessee not so unreasonably delayed.

     10.3   CONDEMNATION.

            (a)  If the whole of the Building or the Premises should be
                 permanently taken for any public or quasi-public use under
                 any governmental law, ordinance, or regulation or by right
                 of eminent domain or by private purchase in lieu thereof
                 (hereinafter referred to as "Condemnation"), this Lease
                 shall terminate effective when the physical taking of said
                 Building or Premises shall occur. If any substantial part
                 of the Building or the Premises should be permanently
                 taken by Condemnation, at the option of Lessor this Lease
                 shall terminate, effective when the physical taking of
                 said portion of the Building or Premises shall occur. In
                 the event that a Condemnation of a portion of the Building
                 or Premises shall occur and this Lease shall not be
                 terminated by Lessor as aforesaid: (i) Lessor shall
                 promptly, upon receipt of the Condemnation proceeds, take
                 appropriate action to repair or restore a sufficient
                 portion of the Building to permit access to and occupancy
                 of the Premises by Lessee and to restore the Premises to
                 bare wall condition, including all the improvements
                 described in Section 4.1(a) herein; and (ii) Lessee shall
                 promptly repair, replace, and restore any damaged or
                 removed improvements to the Premises to a condition
                 comparable to that existing prior to the Condemnation at
                 Lessee's sole cost and expense without contribution or
                 reimbursement by Lessor, except as provided in Section
                 10.3(c).

            (b)  In the event that a portion of the Premises are taken by
                 Condemnation but this Lease is not terminated by Lessor,
                 then, effective when the physical taking of said Premises
                 shall occur, the Base Rent payable under this Lease during
                 the unexpired portion of the Lease Term shall be reduced
                 by a proportion which the untenantable portion of the
                 Premises bears to the tenantable portion of the Premises.

     <PAGE>
            (c)  All proceeds of any Condemnation, including proceeds
                 attributable to the improvement to the Premises, shall be
                 paid to Lessor. In the event that Lessee is required to
                 repair, replace, or restore the improvements to the
                 Premises in accordance with this Lease, Lessor shall
                 distribute to Lessee after completion of such improvements
                 that portion of the Condemnation proceeds applicable to
                 such improvements, provided, however, that in the event
                 Lessee fails to repair, replace, or restore such
                 improvements within a reasonable period of time, then that
                 portion of the Condemnation proceeds applicable to such
                 improvements shall be retained by Lessor and Lessee shall
                 be in default hereunder.


                                   Article XI
                                   ----------
                                     DEFAULT

     11.1   EVENTS OF DEFAULT.  The occurrence or any of the following
            shall constitute an "Event of Default" hereunder:

                 (i)    Failure by Lessee to pay in full any Base Rent,
                        Additional Rent or other charge payable hereunder
                        within ten (10) days from the date due, and after
                        ten (10) days' written notice, which notice shall
                        only be provided once during each calendar year
                        during the Lease Term;

                 (ii)   Failure by Lessee to abide by the terms of Section
                        7.1, 8.1 or 9.1;

                 (iii)  Failure by Lessee to observe or perform any of the
                        terms, covenants, agreements, or conditions
                        contained in this Lease (other than as specified
                        elsewhere in this Section) or in the Building
                        Manual (and any additional rules and regulations
                        now or hereafter established by Lessor to govern
                        the operation of the Building) for a period of
                        thirty (30) days after written notice thereof by
                        Lessor;

                 (iv)   Filing by Lessee of a voluntary petition in
                        bankruptcy or a voluntary petition or answer
                        seeking reorganization, arrangement, readjustment
                        of its debts, or for any other relief under the
                        provisions of the United States Code relating to
                        Bankruptcy, as amended (hereinafter referred to as
                        the "Bankruptcy Code"), or under any other
                        insolvency act or law, state or federal, now or
                        hereafter existing; the application by Lessee for
                        the appointment of a receiver or trustee for all or
                        a substantial part of Lessee's property; the making
                        by Lessee of any assignment for the benefit of its
     <PAGE>
                        creditors; the insolvency or inability of Lessee to
                        pay its debts as they mature; or the issuance of
                        attachment, execution, or other similar process
                        against any substantial part of the property of
                        Lessee;

                 (v)    The continuation for a period of sixty (60) days
                        undismissed, unbonded, or undischarged of any
                        involuntary proceeding against Lessee in bankruptcy
                        or seeking reorganization, arrangement,
                        readjustment of its debts, or for any other relief
                        under the Bankruptcy Code or under any other
                        insolvency act or law, state or federal, now or
                        hereafter existing, or of any involuntary
                        appointment of a receiver or trustee of Lessee, for
                        all or a substantial part of its property;

                 (vi)   The desertion, vacation, or abandonment of the
                        Premises, or the failure of Lessee to observe the
                        provisions of Section 6.9 hereof more than two (2)
                        times during the Lease Term; or

                 (vii)  Default by Lessee or any Lessee affiliate of any
                        other lease agreement between Lessee or any Lessee
                        affiliate and Lessor for any premises in the
                        Building. As used therein, "Lessee affiliate" shall
                        mean any sole proprietorship, partnership,
                        corporation, joint venture, or other business
                        association in which Lessee is a beneficial owner
                        or active participant.

     11.2   RIGHTS OF LESSOR UPON EVENTS OF DEFAULT.

            (a)  At any time after the occurrence or existence of any Event
                 of Default, Lessor, at its option and without prejudice to
                 any other rights arising from such default which Lessor
                 may have under this Lease or which may be allowed at law
                 or in equity, shall have the right to:

                 (i)    remove, in any manner not prohibited by law, Lessee
                        and any or all property of Lessee from the Premises
                        and repossess the Premises and all improvements
                        therein, without terminating the Lease; in which
                        event the rights and obligations of Lessor and
                        Lessee under this Lease shall be hereinafter
                        provided in this Article XI;

                 (ii)   regardless of whether or not Lessor has previously
                        exercised its rights pursuant to subparagraph (i)
                        above, terminate this Lease upon written notice to
                        Lessee, which notice will specify the date upon
                        which this Lease shall terminate;

     <PAGE>
                 (iii)  following repossession of the Premises by Lessor,
                        regardless of whether this Lease has been
                        terminated by Lessor, from time to time, to re-let
                        the premises or any part thereof, or to re-let the
                        Premises or any part thereof together with
                        additional premises, for such term or terms (which
                        may be greater or less than the original Lease Term
                        herein specified) and on such conditions (which may
                        include concessions, free rent, or alterations of
                        the Premises) and for such uses as Lessor, in
                        Lessor's sole discretion, may determine, whereupon
                        Lessor may collect and receive all rent paid
                        pursuant to such re-letting. Lessor shall in no way
                        be responsible or liable for any failure to re-let
                        the Premises or any part thereof or for any failure
                        to collect any Rent due upon such re-letting. Any
                        such sums from such re-letting collected by Lessor
                        prior to termination of this Lease, net of all
                        costs incurred by Lessor in connection with such
                        re-letting, shall be collected by Lessor as agent
                        of Lessee and applied by Lessor against the sums
                        due and owing by Lessee to Lessor pursuant to this
                        Lease. Should such rentals and other payments
                        received from such re-letting during any month be
                        less than the amount of Rent and other charges
                        payable by Lessee for such month hereunder, then
                        Lessee shall pay such deficiency to Lessor. Such
                        deficiency shall be calculated and paid monthly;

                 (iv)   if Lessee shall fail to pay any sum of money, other
                        than Rent, required to be paid by it hereunder or
                        shall fail to perform any other act on its part to
                        be performed hereunder and if such failure shall
                        continue for thirty (30) days after notice thereof
                        by Lessor, Lessor may (but shall not be obligated
                        so to do) without waiving or releasing Lessee from
                        any obligations of Lessee, make any such payment or
                        perform any such other act on Lessee's part to be
                        made or performed as provided in this Lease. All
                        sums so paid by Lessor and all necessary incidental
                        costs shall be deemed Additional Rent hereunder and
                        shall be payable to Lessor on demand; and/or

                 (v)    in the event of any breach or threatened breach by
                        Lessee of any of the agreements, terms, covenants,
                        or conditions contained in this Lease, Lessor shall
                        be entitled to enjoin such breach or threatened
                        breach and shall have the right to invoke any
                        rights and/or remedies allowed at law or in equity
                        or by statute or otherwise as though re-entry,
                        summary proceedings, and other remedies were not
                        provided for in this Lease.

     <PAGE>
            (b)  Upon the occurrence or existence of an Event of Default,
                 neither the removal of Lessee or any property of Lessee
                 from the Premises nor the re-entry, repair, alteration, or
                 re-letting of the Premises by Lessor shall constitute a
                 termination of this Lease or a surrender of acceptance of
                 the Premises, unless and until Lessor has given to Lessee
                 the written notice hereinabove described expressly
                 terminating this Lease.

            (c)  No vacancy or abandonment of the Premises by Lessee,
                 repossession of the Premises by Lessor, or re-letting of
                 the Premises by Lessor shall relieve Lessee of Lessee's
                 liability and obligations under this Lease. Termination of
                 this Lease by Lessor upon the occurrence of existence of
                 an Event of Default shall likewise not relieve Lessee of
                 its liability for damages for Lessee's breach of its
                 obligations under this Lease, and upon termination Lessor
                 may, at Lessor's option, elect to accelerate the
                 difference, if any, between all Rent due under this Lease
                 from the date of termination through the end of the Lease
                 Term, and the fair rental value of the Premises (taking
                 into account, among other factors, the reasonably
                 anticipated costs and delays occasioned by re-letting the
                 Premises) through the end of the Lease Term, in which
                 event all such sums shall become immediately due and
                 payable by Lessee to Lessor, provided, however, that such
                 payments shall not constitute a penalty or forfeiture or
                 liquidated damages, but shall merely constitute payment in
                 advance of such sums for the remainder of the Lease Term.
                 In the event of such acceleration by Lessor, the amount
                 due and payable shall be adjusted to present value at the
                 date of termination by discounting all payments due after
                 such date at the then current prime rate of NationsBank,
                 or any bank or financial institution into which same shall
                 be merged or consolidated. Such amount shall then accrue
                 interest until paid at the rate specified in Section 12.6.
                 The payment by Lessee of such accelerated amounts shall in
                 no way reduce or diminish any other liability of Lessee to
                 Lessor for breach of this Lease.

            (d)  No termination of this Lease shall affect the right of
                 Lessor to collect any damages occasioned by Lessor as a
                 result of such termination, including, without limitation,
                 all unpaid Rent arising hereunder for the period prior to
                 such termination, and Lessee shall pay to Lessor the
                 aggregate amount thereof (together with accrued interest
                 thereon as provided herein) upon the date of termination.

            (e)  In the event of the occurrence of any Event of Default
                 (including, without limitation, termination of this Lease
                 by operation of law), then it is agreed and understood and
                 the parties contemplate that the damages to Lessor arising
                 from such breach shall include all expenses incurred by
                 Lessor in enforcing Lessor's rights hereunder and
     <PAGE>
                 recovering, restoring, and re-letting the Premises
                 (including, without limitation, reasonable brokerage fees
                 and attorneys' fees in the amount of fifteen percent
                 (15%)for monetary defaults and in a reasonable amount for
                 non-monetary defaults), said damages being due and payable
                 by Lessee immediately upon their being incurred by Lessor.

            (f)  If Lessor shall not be permitted to terminate this Lease
                 as hereinabove provided because of the provisions of the
                 Bankruptcy Code, then Lessee as a debtor in possession or
                 any trustee for Lessor agrees to assume or reject this
                 Lease within sixty (60) days after the filing of a
                 voluntary or involuntary petition in which Lessee is named
                 as the debtor, and Lessee on behalf of itself and any
                 trustee agrees not to seek or request any extension or
                 adjournment of any such application by Lessor with such
                 Court. In such event, Lessee as a debtor in possession, or
                 any trustee of lessee, may only assume this Lease if (a)
                 it cures or provides adequate assurance that it will
                 promptly cure any default hereunder, (b) it compensates or
                 provides adequate assurance that Lessee will promptly
                 compensate Lessor for any actual pecuniary loss to Lessor
                 from Lessee's defaults, and (c) it provides adequate
                 assurance of performance during the fully stated Lease
                 Term hereof of all the terms, covenants, and conditions of
                 this Lease to be performed by Lessee. In no event after
                 the assumption of this Lease shall any then existing
                 default remain uncured for a period in excess of ten (10)
                 days. Adequate assurance of performance of this Lease, as
                 set forth hereinabove, shall include, without limitation,
                 adequate assurance (1) of the source of Rent reserved
                 hereunder, and (2) that the assumption of this Lease will
                 not breach any provision hereunder. In the event of a
                 filing of a petition under the Bankruptcy Code, Lessor
                 shall have no obligation to provide Lessee with any
                 services or utilities as herein required unless Lessee
                 shall have paid and be current in all payments due Lessor
                 under this Lease.

            (g)  Each right and remedy provided for in this Lease shall be
                 cumulative and shall be in addition to every other right
                 or remedy provided for in this Lease or now or hereafter
                 existing at law or in equity or by the statute or
                 otherwise, and the exercise of beginning of the exercise
                 by Lessor or Lessee of any one or more of such rights or
                 remedies shall not preclude the simultaneous or later
                 exercise by the party in question of any or all other of
                 such rights or remedies.

            (h)  Lessee waives all homestead rights and exemptions which
                 Lessee may have under any law with respect to any
                 obligation owing under this Lease.

     <PAGE>
     11.3   LESSOR'S DEFAULT.  In the event of any default by Lessor under
            this Lease, Lessee's sole and exclusive remedy shall be an
            action for actual damages (Lessee hereby waiving any right of
            deduction or setoff against Rent due hereunder, and any claim
            for indirect, special or consequential damages). Prior to any
            such action, Lessee will give Lessor written notice specifying
            such default with particularity, and Lessor shall have sixty
            (60) days in which to cure any such default; provided, however,
            in the event any such default cannot, with reasonable
            diligence, be cured within such sixty-day period, Lessor shall
            have additional reasonable period of time as is necessary to
            cure such default, so long as Lessor commences such cure within
            such sixty-day period, and thereafter diligently prosecutes
            such cure to completion.


                                   Article XII
                                   -----------
                            MISCELLANEOUS PROVISIONS

     12.1   TRANSFER BY LESSOR.  Lessor shall have the right to assign any
            of its rights under this Lease or to transfer all or part of
            its interest in the Building, or both, at any time, and from
            time to time. In the event of any such assignment or transfer
            by Lessor, Lessee agrees to attorn to any such assignee,
            successor, or other transferee under all of the terms,
            covenants and conditions of this Lease for the balance of the
            Lease Term and to execute any acknowledgment of and consent to
            such assignment or transfer.

     12.2   SCOPE.  The terms, covenants, conditions, and agreements
            contained herein shall, subject to the provisions herein as to
            transfer, apply and bind the heirs, successors, executors,
            administrators, and assigns of the parties hereto.  "Lessor"
            and "Lessee" include male and female, singular and plural,
            corporation, partnership, or individual, as may fit the
            particular parties. If there be more than one Lessee, the
            obligations hereunder imposed shall be joint and several.

     12.3   CAPTIONS.  The captions used herein are for reference
            convenience only, are not part of the Lease, and shall have no
            effect upon the construction or interpretation of any part
            hereof.

     12.4   TIME OF THE ESSENCE.  Time is of the essence of this Lease and
            each and all of its provisions.

     12.5   ENTIRE AGREEMENT.  This Lease represents the entire
            understanding and agreement between the parties relating to the
            subject matter hereof and supersedes and cancels any and all
            prior negotiations, agreements, understandings, and inducements
            relative thereto. The language in all parts of this Lease shall
            in all events be construed as a whole according to its fair
     <PAGE>
            meaning and not strictly for or against either Lessor or
            Lessee.

     12.6   INTEREST.  All sums payable by Lessee to Lessor under this
            Lease, if not paid when due, shall accrue interest from their
            due date until paid, at a rate equal to the greater of (a) the
            prime interest rate announced by NationBank, Atlanta, Georgia,
            from time to time, plus four percent (4%), or (b) twelve and
            one-half percent (12 1/2%). Said interest shall be Additional
            Rent under this Lease and be paid to Lessor by Lessee upon
            demand.

     12.7   ATTORNEY'S FEES.  If either party uses the services of an
            attorney at law to enforce the terms thereof, or to collect any
            amount due hereunder, the defaulting party shall reimburse to
            the non-defaulting party, upon demand, any and all reasonable
            attorney's fees and expenses so incurred by the non-defaulting
            party.

     12.8   GOVERNING LAW.  This Lease shall in all respects be interpreted
            in accordance with the laws of the State of Georgia.

     12.9   COUNTERPARTS.  This Lease may be executed in counterparts, each
            of which when fully executed shall be deemed an original and
            all of which shall be but one agreement. In the event of any
            such counterparts, the original or copy thereof held by Lessor,
            including all exhibits thereto, shall control.

     12.10  SEVERABILITY.  If any term, covenant, or condition of this
            Lease, or the application thereof to any person or
            circumstance, shall to any extent be invalid or unenforceable,
            neither the remainder of this Lease nor the application of such
            term, covenant, or condition to any other person or
            circumstance shall be affected thereby, and each term,
            covenant, or condition of this Lease shall be valid and
            enforceable to the fullest extent permitted by law.

     12.11  SURVIVAL.  It is expressly understood and agreed that each and
            every term, covenant, and agreement contained herein shall
            survive any expiration or sooner termination of this Lease and
            shall remain in full force and effect as between Lessee and
            Lessor, to the extent that any such term, covenant, or
            agreement: (i) has not been fully performed in accordance with
            this Lease prior to such expiration or sooner termination; or
            (ii) contemplates performance by either party hereto subsequent
            to such expiration or sooner termination.

     12.12  NOTICES.  All notices and demands which may be or are required
            to be given by either party to the other hereunder shall be
            deemed to have been fully given when made in writing and
            delivered personally or postmarked by the United States Post
            Office by certified or registered mail, return receipt
            requested, postage prepaid, and addressed as set forth in the
            BLI, or to such other single place as such party may from time
     <PAGE>
            to time designate in writing to the other party. Any notice
            shall be deemed to have been received on the date personally
            delivered or on (a) the date set forth on the Return Receipt;
            (b) the date of delivery as shown on the Post Office records,
            (c) the date delivery was refused as shown on the Post Office
            records, or (d) the date delivery was unable to be made because
            of an address change for which no notice was given.

     12.13  MODIFICATION OF LEASE, WAIVER.  The terms, covenants and
            conditions of this Lease may not be waived, changed or amended
            orally but only by an instrument in writing signed by the party
            against whom enforcement of the waiver or change is sought.
            Neither the failure of either party hereto to insist in any one
            or more cases upon the strict performance of any agreement,
            term, covenant or condition of this Lease to be performed or
            observed by the other party hereto or to exercise any right or
            remedy consequent upon a breach thereof, nor the acceptance by
            Lessor of full or partial Rent during the continuance of any
            Event of Default by Lessee shall constitute a waiver or
            relinquishment for the future of any such agreement, term,
            covenant, condition, right, remedy or default. No waiver of any
            default shall affect or alter this Agreement, but each and
            every agreement, term, covenant and condition hereof shall
            continue in full force and effect with respect to any other
            then existing or any subsequent default.

     12.14  RELEASE.  Lessee agrees that Lessor shall not at any time or to
            any extent whatsoever be liable, responsible, or accountable
            for, and Lessee hereby releases Lessor and waives all claims of
            Lessee, its successors and assigns against Lessor for: (i) any
            injury or damage to person, property, or business, whether
            direct or indirect, caused by or arising out of the condition
            of the Premises or the Building, the condition or operation of
            or defects in any equipment, machinery, or utility systems
            located therein, including without limitation the interruption
            or stoppage of electrical, escalator or elevator service or the
            supply of conditioned air, or the act or omission of any person
            or persons, except to the extent such damage or injury is
            directly caused by or due to the gross negligence or willful
            misconduct of Lessor, its employees or its agents acting within
            the scope of their employment or agency; (ii) the theft,
            mysterious disappearance, or loss of any property from the
            Premises or the Building, unless such theft, disappearance or
            loss is solely due to the gross negligence of intentional
            misconduct of Lessor, its employees or agents acting within the
            scope of their employment or agency; (iii) any interference or
            disturbance by third persons, including, without limitation,
            any other lessee or lessees of the Building, or the non-
            compliance by any other such lessee of any other lease or of
            any rules and regulations established by Lessor, and it is
            further agreed that the happening of any one or more of the
            events described in the immediately preceding clauses (i),
            (ii), or (iii) shall not be an actual or constructive eviction
            of Lessee, and no such event shall operate to relieve Lessee
     <PAGE>
            from the payment of Rent or the prompt and punctual performance
            of the terms and conditions of this Lease.

     12.15  SURRENDER OF POSSESSION.  Upon the expiration or sooner
            termination of this Lease, or upon the election of Lessor
            pursuant to Section 11.2, Lessee shall at once quietly and
            peacefully surrender the Premises and all improvements therein
            to Lessor. Lessee shall remove all rubbish, debris, personal
            property, including merchandise and unattached display
            fixtures, from the Premises prior to such time, and, if not so
            removed, such personal property shall become the property of
            Lessor, or, at Lessor's option may be removed and stored at
            Lessee's expense. Upon the written request of Lessor, Lessee
            shall also remove such of the Improvements as Lessor, in its
            sole discretion, may designate and shall restore the damage to
            the Premises or the Building occasioned by such removal,
            whereupon all remaining Improvements shall become the sole
            property of Lessor.  If Lessee shall fail to return peacefully
            the Premises to Lessor or to remove any Improvements designated
            by Lessor, Lessor may, without prejudice to any other remedy
            Lessor may have for possession or otherwise, enter upon the
            Premises and repossess itself thereof by any lawful means and
            thereupon dispossess Lessee and expel or remove Lessee and all
            other persons and property from the Premises and remove such
            Improvements at Lessee's expense.

     12.16  CORPORATE AUTHORITY.  If Lessee signs this Lease as a
            corporation, each person executing this Lease on behalf of
            Lessee does hereby covenant and warrant that Lessee is a duly
            authorized and existing corporation, that Lessee has and is
            qualified to do business in the State of Georgia, that this
            corporation has full power and authority to enter into this
            Lease, and that each and every person who signs on behalf of
            the corporation is authorized to do so.

     12.17  LESSOR'S LIABILITY.  The term "Lessor" as used in this Lease
            shall be limited to and mean only the owner or owners of the
            Lessor's interest in this Lease at the time in question, and in
            the event of any transfer or transfers of such interest by the
            Lessor, or by any entity which comprises the Lessor, the Lessor
            named herein (and in case of any subsequent transfer, the then
            transferor), shall be automatically freed and relieved from and
            after the date of such transfer of all personal liability with
            respect to the performance of any covenants or agreements on
            the part of the Lessor contained in this Lease thereafter to be
            performed, provided that any funds in the hands of such Lessor
            (or the then transferor at the time of such transfer) in which
            the Lessee has an interest shall be turned over to the
            transferee, and upon any such transfer, the transferee shall be
            deemed to have assumed, subject to the limitations of this
            Section, all of the covenants, agreements and conditions
            contained in this Lease to be performed on the part of the
            Lessor, it being intended hereby that the covenants and
            agreements contained in this Lease on the part of the Lessor to
     <PAGE>
            be performed shall, subject as aforesaid, be binding on the
            Lessor, its successors and assigns, and on any entity which
            comprises Lessor, only during and in respect to their
            respective periods of ownership, either as Lessor or as an
            entity which comprises Lessor. Neither Lessor, nor any officer,
            director, shareholder, or partner of Lessor, shall have any
            personal liability whatsoever with respect to this Lease,
            Lessee agreeing that any claim by Lessee or judgment of Lessee
            against Lessor shall be confined to and satisfied only out of,
            and only to the extent of, Lessor's interest in the Building.

     12.18  SPECIAL STIPULATIONS.  Insofar as the special stipulations set
            forth in the BLI conflict with any of the foregoing provisions,
            the special stipulations shall control.
     <PAGE>
                                   Exhibit "A"

                                  AMERICASMART
                                     ATLANTA
                                 22ND FLOOR MAP


     Floor plan of AmericasMart Atlanta, 22nd Floor offices.
     <PAGE>
                                   Exhibit "B"

                           INSTALLMENT PROMISSORY NOTE

     $50,000.00                                              April 17, 1998

     For and in consideration of value received, the receipt of which is
     hereby acknowledged, DESTINATION, INC. (hereinafter referred to as
     "Maker"), promises to pay to the order of AMC, INC. (together with any
     subsequent holder of the note, hereinafter referred to as "Holder"),
     the sum of Fifty thousand and no/100 dollars ($50,000.00), together
     with interest thereon from the date hereof at the effective rate of
     seven and one-half percent(7.5%). Such amount shall be due and payable
     as follows:

            48 consecutive monthly installments commencing on May 1, 1998
            and continuing thereafter on or before the first day of each
            successive month until paid in full. Each installment shall be
            made in the sum of One thousand two hundred eight and 95/100
            dollars ($1,208.95). This note shall be paid to Holder at 240
            Peachtree Street, N.W., Suite 2200, Atlanta, GA 30303,
            Attention: Collections Department.

     Should Maker fail to make any payment when due, or if Maker shall file
     a voluntary petition of bankruptcy, be adjudicated as bankrupt or
     insolvent, file any petition or answer seeking or acquiescing in any
     reorganization, arrangement, readjustment or similar relief for Maker
     under any Federal, State or other statute relating to bankruptcy,
     insolvency or other similar relief for debtors, or should Maker make a
     general assignment for the benefit of creditors, or should Maker be
     deemed in default under the terms and conditions of that certain Lease
     dated April 17, 1998 (the "Lease"), Holder, at its option, shall be
     entitled to accelerate all the indebtedness evidenced by this
     Installment Promissory Note, without notice, together with all costs
     of collection, including fifteen percent (15%) of attorney's fees if
     collected by law or through an attorney at law, and together with
     fifteen percent (15%) interest on the unpaid balance of principal
     until paid. Failure to exercise this option shall not constitute a
     waiver of the right to exercise it in the event of any subsequent
     defaults. Notwithstanding anything contained hereunder to the
     contrary, prior to the exercise of any remedies hereunder, holder
     agrees to provide Maker any rights to cure afforded Lessee pursuant to
     the terms of the Lease.

     Notwithstanding anything to the contrary contained herein, in the
     event the agreement between Destination, Inc. and AMC, Inc. dated
     April 17, 1998 (the "Agreement") is terminated, and/or the Lease is
     terminated (and such respective termination is not due to any monetary
     default(s) by Maker under the Lease or any monetary default(s) by
     Maker under the Agreement), then Maker's obligation to pay any and all
     sums due after the date Maker vacates the Premises demised under the
     Lease shall be null and void, and this Note shall be deemed satisfied.

     <PAGE>
     Time is of the essence with respect to this Installment Promissory
     Note, and except as otherwise provided herein, demand, protest, notice
     of demand and non-payment and all other notices whatsoever, are hereby
     waived by Maker.

     Maker reserves the right at any time to pay any part or all of the
     then remaining balance due with no penalty of prepayment.

     This Installment Promissory Note shall be governed by and construed in
     accordance with the laws of the State of Georgia.

     IN WITNESS WHEREOF, Maker has caused this Installment Promissory Note
     to be executed on the day and year first above written.

     MAKER: DESTINATION, INC.
            -----------------


            By:
                 -----------------------------

            Its: President
     <PAGE>
                                   Exhibit "C"


     Construction improvement plans of Atlanta Merchandise Mart, including
     general notes and legends, demolition plan, partition plan, electrical
     plans, reflected ceiling plans and furniture plan.
<PAGE>