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                                SECOND AMENDMENT

         This Second Amendment (the "Second Amendment") is made and entered into
as of the _____ day of ______________, 1996, by and between First Capital
Institutional Real Estate Ltd.-1, ("Landlord") by its agent, Equity Office
Holdings, L.L.C., a Delaware limited liability company and Railcar, Ltd., a
Georgia corporation, ("Tenant").

                                                  WITNESSETH

         WHEREAS, Landlord and Tenant are parties to that certain lease dated
the 27th day of May, 1993 currently containing approximately 3,803 rentable
square feet of space described as Suite No. 315 on the third (3rd) floor (the
"Original Premises") of the building commonly known as Peachtree Palisades East
and the address of which is 1819 Peachtree Road, N.E., Atlanta, Georgia (the
"Building"), which lease has been previously amended or assigned by an
instrument dated October 19,1994 and is hereby further amended (as so amended
the  Lease  unless the context herein requires otherwise); and

         WHEREAS, Tenant and Landlord agree to relocate Tenant from the Original
Premises to 5,465 rentable square feet of space described as Suite No. 455 on
the fourth (4th) floor of Building shown on Exhibit A attached hereto (the
"Substitution Space"); and

         WHEREAS, Tenant and Landlord are willing to do the same on the terms
and conditions hereinafter set forth;

         WHEREAS, the Lease by its terms shall expire on April 30, 1998 ("Prior
Termination Date"), and the parties desire to extend the Lease, all on the terms
and conditions set forth below;

         NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
follows:

         I.      SUBSTITUTION.  Effective as of the Substitution Effective Date
(hereinafter defined), the Original Premises is hereby increased from 3,803
rentable square feet, described as Suite No. 315 on the third (3rd) floor of the
Building, to 5,465 rentable square feet, described as Suite No. 455 on the
fourth (4th) floor of the Building, by substituting the Substitution Space for
the Original Premises.  The Lease Term for the Substitution Space shall commence
on the Substitution Effective Date and, unless sooner terminated pursuant to the
terms of the Lease, shall end  on the Extended Termination Date, as hereinafter
defined.

         II.     SUBSTITUTION EFFECTIVE DATE.

         A.      The Substitution Effective Date shall be the earlier to occur
of (i) December 27, 1996 (the "Target Substitution Effective Date"), and (ii)
the date upon which Landlord's improvement work in the Substitution Space (the
"Landlord Work") has been substantially completed; provided however, that if
Landlord shall be delayed in substantially completing the Landlord Work in the
Substitution Space as a result of the occurrence of any of the following   (a
"Delay"):

                 1.       Tenant's failure to furnish information reasonably
requested or to respond to any reasonable request by Landlord for any approval
or information within any time period prescribed or, if no time period is
prescribed, then within two (2) Business Days of such request; or

                 2.       Tenant's insistence on materials, finishes or
installations that have long lead times after having first been informed by
Landlord that such materials, finishes or installations will cause a Delay; or

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                 3.       Changes in any plans and specifications mutually
agreed by Landlord and Tenant; or

                 4.       The performance or non-performance by a person or
entity employed by Tenant in the completion of any work (all such work and such
persons or entity employed by Tenant in the completion of any work being subject
to the prior approval of Landlord); or

                 5.       Any request by Tenant that Landlord delay the
completion of any of the Landlord Work; or

                 6.       Any breach or default by Tenant in the performance of
Tenant's obligation under the Lease; or

                 7.       Any delay resulting from Tenant's having taken
possession of the Substitution Space for any reason prior to substantial
completion of the Landlord Work; or

                 8.       Any other delay chargeable to Tenant, its agents,
employees or independent contractors; or

                 9.       Any other cause reasonably beyond Landlord's control;

then, for purposes of determining the Substitution Effective Date, the date of
substantial completion shall be deemed to be the day that said Landlord Work
would have been substantially completed absent any such Delay(s), provided
however, the Substitution Effective Date shall in no event be later than
December 27, 1996. Notwithstanding anything herein to the contrary, the
Substitution Effective Date will be deferred beyond December 27, 1996 to the
extent substantial completion occurs thereafter due to Landlord fault or delay
or contractor fault or delay in completing Landlord Work beyond the date
submitted in contractor's bid for construction.  The Substitution Space shall be
deemed to be substantially completed on the date that Landlord's architect
reasonably determines that all Landlord's work has been performed (or would have
been performed absent any Delay[s]), other than any details of construction,
mechanical adjustment or any other matter, the nonperformance of which does not
materially interfere with Tenant's use of the Substitution Space.  The
adjustment of the Substitution Effective Date, if any, and accordingly, the
postponement of Tenant's obligation to pay Rent on the Substitution Space shall
be Tenant's sole remedy and shall constitute full settlement of all claims that
Tenant might otherwise have against Landlord by reason of the Substitution Space
not being ready for occupancy by Tenant on the Target Substitution Effective
Date.  During any period that the Substitution Effective Date is postponed and
Tenant's obligation to pay Rent on the Substitution Space is correspondingly
postponed, Tenant shall continue to be obligated to pay Rent on the Original
Premises in accordance with the terms of the Lease without regard to this Second
Amendment.

         B.      In addition to the postponement, if any, of the Substitution
Effective Date as a result of the applicability of Paragraph II.A. of this
Second Amendment, the Substitution Effective Date shall be delayed to the extent
that Landlord fails to deliver possession of the Substitution Space for any
other reason reasonably beyond Landlord's control (other than Delays by Tenant),
including, but not limited to, holding over by prior occupants.  Any such delay
in the Substitution Effective Date shall not subject Landlord to any liability
for any loss or damage resulting therefrom.  Landlord agrees to use reasonable
efforts to cause Landlord Work to be completed by the Target Substitution
Effective Date subject to the contractor's estimated date of completion of
Landlord Work.

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         C.      The Substitution Space is subject to all the terms and
conditions of the Lease (as modified herein) except that Tenant shall not be
entitled to receive any allowances, abatements or other financial concessions
(which are non-remedial in nature, e.g. other than abatement due to
condemnation, casualty, etc.) granted with respect to the Substitution Space
unless such concessions are expressly provided for in this Second Amendment with
respect to the Substitution Space.  Effective as of the Substitution Effective
Date, the Lease shall be terminated with respect to the Original Premises, and,
unless otherwise specified, "Premises" shall mean the Substitution Space.  After
the Substitution Effective Date, Tenant shall have no further obligations under
the Lease with respect to the Original Premises.  Tenant shall vacate the
Original Premises within two (2) business days following the date Landlord
substantially completes Landlord Work in the Substitution Space (such date is
referred to herein as the "Original Premises Vacation Date") and return the same
to Landlord in accordance with the terms and conditions of the Lease.

         III.    EXTENSION.  The remaining Lease Term is hereby modified from
one (1) year, four (4) months, and five (5) days expiring on April 30, 1998
("Prior Termination Date") to sixty (60) months, ("Extended Lease Term")
expiring on December 26, 2001 ("Extended Termination Date"), unless sooner
terminated in accordance with the terms of the Lease.  That portion of the Lease
Term commencing the day immediately following the Prior Termination Date and
ending on the Extended Termination Date shall be referred to herein as the
"Extended Term."

         IV.     MONTHLY BASE RENTAL.

         Commencing on the Substitution Effective Date through the Extended
Termination Date, the schedule of monthly installments of Base Rental contained
in Exhibit B-1 of the Lease is hereby revised as follows:

         Tenant shall pay Landlord the sum of Four Hundred Forty-one Thousand
Four Hundred Ninety-seven and 03/100 Dollars ($441,497.03) as Base Rental for
the Substitution Space in sixty-two (62) installments (reduced by any
installments +made+ in accordance with the following schedule due before the
Substitution Effective Date) as follows:

         (i.)    One (1) installment of Nine Hundred Ninety-one and 63/100
Dollars ($991.63) payable on or before the first day of each month during the
period beginning December 27, 1996 and ending December 31, 1996.

         (ii.)   Four (4) equal installments of Six Thousand One Hundred
Forty-eight and 13/100 Dollars ($6,148.13) each payable on or before the first
day of each month during the period beginning January 1, 1997 and ending April
30, 1997.

         (iii.)  Twelve (12) equal installments of Six Thousand Eight Hundred
Thirty-one and 25/100 Dollars ($6,831.25) each payable on or before the first
day of the month during the period beginning May 1, 1997 and ending April 30,
1998.

         (iv.)   Twelve (12) equal installments of Seven Thousand Two Hundred
Eighty-six and 67/100 Dollars ($7,286.67) each payable on or before the first
day of each month during the period beginning May 1, 19998 and ending April 30,
1999.

         (v.)    Thirty-one (31) equal installments of Seven Thousand Seven
Hundred Forty-two and 08/100 Dollars ($7,742.08) each payable on or before the
first day of each month during the period beginning May 1, 1999 and ending
November 30, 2001.

         (vi.)   One (1) installment of Six Thousand Four Hundred Ninety-three
and 36/100 Dollars ($6,493.36) payable on or before the first day of the month
during the period beginning December 1, 2001 and ending December 26, 2001.

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         All such Base Rental shall be payable by Tenant in accordance with the
terms of Article V of the Lease.

         V.      TENANT'S PRO RATA SHARE.  For the period commencing with the
Substitution Effective Date and ending on the Extended Termination Date,
(i)Tenant's Pro Rata Share for the Premises is Four and Twenty-six One
Hundredths percent (4.26%), and (ii) for purposes of Exhibit B-2, the Base Year
for the computation of Tenant's Pro Rata Share of Basic Costs applicable to the
Substitution Space is 1996.  Any Additional Base Rental and other operating
expense allocations for any period shall be determined based on a weighted
average of those Tenant's Pro Rata Share percentages and Base Year amounts as
are applicable during the period. Tenant's obligation to pay Additional Base
Rental with regard to the Substitution Space shall not commence until January 1,
1998.

         VI.     IMPROVEMENTS TO SUBSTITUTION SPACE.

         A.  Tenant has inspected the Substitution Space and agrees to accept
         the same "as is" without any agreements, representations,
         understandings or obligations on the part of Landlord to perform any
         alterations, repairs or improvements, except as expressly provided
         otherwise in Exhibit C of this Second Amendment.

         B.  COMPLETION OF LANDLORD WORK.  Tenant acknowledges that any
         incomplete Landlord Work will be performed by Landlord in the
         Substitution Space during Normal Business Hours after the Substitution
         Effective Date unless postponed as provided herein.  Landlord and
         Tenant agree to cooperate with each other in order to enable the
         Landlord Work to be performed in a timely manner and with as little
         inconvenience to the operation of Tenant's business as is reasonably
         possible.

         VII.    EARLY ACCESS TO SUBSTITUTION SPACE.  During any period that
Tenant shall be permitted to enter the Substitution Space prior to the
Substitution Effective Date (e.g., to perform alterations or improvements), if
any, Tenant shall comply with all terms and provisions of the Lease, except
those provisions requiring payment of Base Rental or Additional Base Rental as
to the Substitution Space.  If Tenant takes possession of the Substitution Space
prior to the Substitution Effective Date for any reason whatsoever (other than
the performance of work in the Substitution Space with Landlord's prior
approval), such possession shall be subject to all the terms and conditions of
the Lease, and Tenant shall pay Base Rental and Additional Base Rental as
applicable to the Substitution Space to Landlord on a per diem basis for each
day of occupancy prior to the Substitution Effective Date.

         VIII.   HOLDING OVER.  In the event Tenant continues to occupy the
Original Premises after the Original Premises Vacation Date, such occupancy
shall be that of a tenancy at sufferance and in no event for month-to-month or
year-to-year, but Tenant shall, throughout the entire holdover period, be
subject to all the terms and provision of this Lease.  No holding over by Tenant
in the Original Premises or payments of money by Tenant to Landlord after the
Original Premises Vacation Date shall be construed to prevent Landlord from
recovery of immediate possession of the Original Premises by summary proceedings
or otherwise.  In addition to the obligation to pay the amounts set forth in
Article IV above during any such holdover period, Tenant also shall be liable to
Landlord for all damage, including any consequential damage, which Landlord may
suffer by reason of any holding over by Tenant in the Original Premises, and
Tenant shall indemnify Landlord against any and all claims made by any other
tenant or prospective tenant against Landlord for delay by Landlord in
delivering possession of the Original Premises to such other tenant or
prospective tenant caused by Tenant's holding over.

         IX.     RENEWAL OPTION

         A.      Tenant shall have the right to extend the Lease Term as to all
         space then leased for one (1) additional period of five (5) years (the
         "Renewal Term"), if:

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                 1.       Landlord receives notice of exercise ("Non-Binding
                 Renewal Notice") not less than nine (9) full calendar months
                 prior to the expiration of the Extended Lease Term, and Binding
                 Renewal Notice (hereinafter defined) not less than six (6) full
                 calendar months prior to the expiration of the Extended Lease
                 Term; and

                 2.       Tenant is not in default under the Lease at the time
                 that Tenant delivers its Non-Binding Renewal Notice and Binding
                 Renewal Notice; and

                 3.       No part of the Premises is sublet to any party other
                 than Railcar Management, Inc. at the time that Tenant delivers
                 its Non-Binding Renewal Notice and Binding Renewal Notice; and

                 4.       The Lease has not been assigned to any party other
                 than Railcar Management, Inc. pursuant to an assignment
                 requiring Landlord's consent under the Lease on the date that
                 Tenant delivers its Non-Binding Renewal Notice and on the date
                 Tenant delivers its Binding Renewal Notice; and

                 5.       Tenant executes and returns the Renewal Amendment
                 (hereinafter defined) within fifteen (15) days after its
                 submission to Tenant.

         B.      The Initial Base Rental rate per rentable square foot for the
         Premises during the Renewal Term shall equal the Prevailing Market Rate
         (hereinafter defined) per rentable square foot.

         C.      Tenant shall pay Additional Base Rental (i.e. Basic Costs) for
         the Premises during the Renewal Term in accordance with Exhibit B-2 of
         the Lease, as amended by paragraph V above.

         D.      Tenant shall be entitled to no less than two (2) unassigned
         parking spaces per 1,000 useable square feet of office space leased
         during the Renewal Term at the then current market rate for said
         spaces.

         E.      Within thirty (30) days after receipt of Tenant's Non-Binding
         Renewal Notice, Landlord shall advise Tenant of the applicable Base
         Rental rate for the Premises for the Renewal Term.  If Tenant desires
         to lease the Premises for the Renewal Term at such rate, Tenant shall
         give Landlord final binding written notice ("Binding Renewal Notice")
         no later than six (6) months prior to the expiration of the Extended
         Term (the "Notification Deadline").  If Tenant disagrees with Landlord
         s determination of the applicable Base Rental rate, Tenant, within
         thirty (30) days after the date on which Landlord advises Tenant of
         such rate, shall provide Landlord with a written notice of rejection
         (the "Rejection Notice").  If Tenant fails to provide Landlord with
         either a Binding Renewal Notice or a Rejection Notice by the
         Notification Deadline, Tenant's Renewal Option shall be null and void
         and of no further force and effect.  If Tenant provides Landlord with a
         Binding Renewal Notice, Landlord and Tenant shall enter into the
         Renewal Amendment upon the terms and conditions set forth therein.  If
         Tenant provides Landlord with a Rejection Notice, Landlord and Tenant
         shall work together in good faith to agree upon the Prevailing Market
         Rate for the Premises during the Renewal Term.  Upon agreement Tenant
         shall provide Landlord with a Binding Renewal Notice and Landlord and
         Tenant shall enter into the Renewal Amendment in accordance with the
         terms and conditions thereof.

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         F.      If Tenant is entitled to and properly exercises its Renewal
         Option, Landlord shall prepare an amendment (the "Renewal Amendment")
         to reflect changes in the Base Rental, Lease Term, Termination Date and
         other appropriate terms.  The Renewal Amendment shall be:

                 1.       Sent to Tenant within a reasonable time after receipt
                 of the Binding Renewal Notice; and

                 2.       Executed by Tenant and returned to Landlord in
                 accordance with paragraph A.5 above.

         G.      For purposes hereof, "Prevailing Market Rate" shall mean the
         arms length fair market annual rental rate per rentable square foot for
         renewal leases and amendments entered into on or about the date on
         which the Prevailing Market Rate is being determined hereunder for
         space comparable to the Premises, in the Building and office buildings
         comparable to the Building in the Midtown Atlanta market.  The
         determination of Prevailing Market Rate shall take into account any
         material economic differences between the terms of this Lease and any
         comparable lease, such as rent abatements, construction costs and other
         concessions and the manner, if any, in which the landlord under any
         such lease is reimbursed for operating expenses and taxes.  The
         determination of Prevailing Market Rate shall also take into
         consideration any reasonably anticipated changes in the Prevailing
         Market Rate from the time such Prevailing Market Rate is being
         determined and the time such Prevailing Market Rate will become
         effective under this Lease.

         X.      RIGHT OF FIRST OFFER.

                 A.       Tenant shall have an ongoing Right of First Offer
                 through the Extended Lease Term on the 2,581 rentable square
                 feet adjoining the Premises on the fourth (4th) floor of the
                 Building effective upon execution of the Second Amendment and
                 the 2,627 rentable square feet located on the fourth (4th)
                 floor of the Building effective February 1, 1999 or such
                 earlier date if said space should become available prior to
                 February 1, 1999 (current lease expires 8/31/99) (collectively,
                 the "Offer Space" and as further defined on Exhibit B attached
                 hereto), which Right of First Offer shall be exercised as
                 follows: when Landlord has a bonafide prospective third party
                 tenant or existing tenant ("Prospect") interested in leasing
                 all or any portion of the Offer Space or renewing or extending
                 an existing lease with respect thereto (or otherwise amending
                 an existing lease, the effect of which would be to allow an
                 existing tenant or any other party the right to continue
                 leasing or using such Offer Space beyond the date such right
                 would terminate but for such amendment), Landlord shall advise
                 Tenant in writing (the "Advice") of the terms under which
                 Landlord is prepared to lease the Offer Space (or applicable
                 portion thereof) to such Prospect, and Tenant may lease such
                 Offer Space, under such terms (except as otherwise provided
                 herein), in its entirety only , by providing Landlord with
                 written notice of exercise ("Notice of Exercise") within five
                 (5) business days after the receipt of the Advice, except that
                 Tenant shall have no such Right of First Offer and Landlord
                 need not provide Tenant with an Advice if:

                          1.      Tenant is in default under the Lease at the
                          time Landlord would otherwise deliver the Advice; or

                          2.      the Premises, or any portion thereof, is
                          sublet to any party other than Railcar Management,
                          Inc. at the time Landlord would otherwise deliver the
                          Advice; or

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                          3.      the Lease has been assigned to any party other
                          than Railcar Management, Inc., pursuant to an
                          assignment requiring Landlord's consent under the
                          Lease, prior to the date Landlord would otherwise
                          deliver the Advice; or

                          4.      the Offer Space is not intended for the
                          exclusive use of Tenant during the Lease Term unless
                          by Railcar Management, Inc.; or

                          5.      the Tenant is not occupying the Premises on
                          the date Landlord would otherwise deliver the Advice
                          unless such date is prior to the Substitution
                          Effective Date of the Lease or unless the Premises are
                          occupied by Railcar Management, Inc.; or

                          6.      less than twelve (12) months remain in the
                          Lease Term (as extended or renewed) as of the date
                          Landlord reasonably determines the commencement date
                          for the lease of such Offer Space will occur.

         B.      The Offer Space (including improvements and personalty, if any)
         shall be accepted by Tenant in its condition and as-built configuration
         existing on the earlier of the date Tenant takes possession of the
         Offer Space or the date the term for such Offer Space commences, unless
         the Advice specifies an allowance for work to be performed by Landlord
         in the Offer Space, in which case Landlord shall perform work in the
         Offer Space as specified by Tenant, and approved by Landlord, equal to
         such allowance plus such other work as the parties shall agree.  Rental
         on such Offer Space shall not commence until such work is substantially
         complete pursuant to Article III of the Lease and subject to any delays
         caused by Tenant as defined by Article III of the Lease.

         C.      The rights of Tenant hereunder with respect to the applicable
         Offer Space shall terminate on the earlier to occur of (i) Tenant's
         failure to exercise its Right of First Offer within the five (5)
         business day period provided in paragraph A above, and (ii) the date
         Landlord would have provided Tenant an Advice if Tenant had not been in
         violation of one or more of the conditions set forth in Paragraph A
         above.  Notwithstanding the foregoing, if Landlord does not enter into
         a lease for the Offer Space with the Prospect or any other prospect on
         substantially those terms specified in the Advice within a period of
         four (4) months following the date of the Advice (or the date Landlord
         would have provided Tenant an Advice if Tenant had not been in
         violation of one or more of those conditions set forth in the Paragraph
         A above), Tenant shall once again have a Right of First Offer with
         respect to the Offer Space.

         D.      1.       If Tenant exercises its Right of First Offer, Landlord
                 shall prepare an amendment (the "Offer Space Amendment") adding
                 the Offer Space to the Premises on the terms set forth in the
                 Advice and reflecting the changes in the Base Rental, Rentable
                 Area of the Premises, Tenant's Pro Rata Share  and other
                 appropriate terms.

                 2.      The term for the Offer Space shall commence upon the
                 commencement date stated in the Advice unless otherwise agreed
                 in writing to by Landlord and Tenant and thereupon such Offer
                 Space shall be considered a part of the Premises, provided
                 that, except as otherwise provided herein, all of the terms
                 stated in the Advice (including, without limitation, the
                 expiration date set forth in the Advice) shall govern Tenant's
                 leasing of the Offer Space and, only to the extent that they do
                 not conflict with the Advice, the terms and conditions of this
                 Lease shall apply to the Offer Space.  Notwithstanding the
                 foregoing, provided Tenant's remaining Lease Term from the
                 commencement date of the Offer Space

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                 term is no less than thirty-six (36) months, the expiration
                 date for the term of the Offer Space shall be coterminous with
                 the Expiration Date of the Lease and all applicable terms, e.g.
                 allowance for improvements and other concessions, stated in the
                 Advise shall be pro-rated accordingly for the lesser term, if
                 any, from that stated in the Advice.

                 3.       Tenant shall be entitled to two (2) unassigned parking
                 spaces per 1,000 useable square feet of Offer Space leased at
                 the then current market rate for said parking spaces.

                 4.       A copy of the Offer Space Amendment shall be (i) sent
                 to Tenant within a reasonable time after Landlord's receipt of
                 the Notice of Exercise, and (ii) executed by Tenant and
                 returned to Landlord within fifteen (15) business days
                 thereafter.

         E.      Notwithstanding the foregoing, if any Offer Space is vacant at
         any time prior to Landlord s submittal of an Advice,  Tenant shall have
         the right to lease such Offer Space at the Prevailing Market Rate for
         new space and such other mutually acceptable terms and conditions as
         the parties shall agree in good faith.  If Tenant leases only a portion
         of the available Offer Space, the balance which Tenant does not lease
         shall be tenantable and marketable in the sole discretion of the
         Landlord, reasonably exercised.

         XI.     PARKING.

         1.      Effective November 1, 1996 and during the Extended Term,
         Landlord shall make available to Tenant, up to twenty (20) unreserved
         parking spaces (the "Spaces") in the parking garage attached to the
         Building (the "Garage") for the use of Tenant and its employees in
         common with all other users of the Garage.  The charge for said Spaces
         shall be the market rate, which is subject to change. Notwithstanding
         the foregoing, (i) the charge for said Spaces shall not increase to
         more than $70.00 per space per month during the Extended Term; (ii)
         during the period beginning December 27, 1996 and ending December 26,
         1997, eight (8) of said Spaces shall be granted to Tenant at no charge;
         and (iii) during the period beginning December 27, 1997 and ending
         April 30, 1998, seven (7) of said Spaces shall be granted to Tenant at
         no charge.  No deductions or allowances shall be made for days when
         Tenant or any of its employees does not utilize the parking facilities
         or for Tenant utilizing less than all of the Spaces.  Tenant shall not
         have the right to lease or otherwise use more than the number of Spaces
         set forth above.

         2.      Except for particular spaces and areas designated by Landlord
         for reserved parking, all parking in the Building garage (the "Garage")
         shall be on an unreserved, first-come, first-served basis.

         3.      Except as caused by Landlord's gross negligence or willful
         misconduct, Landlord shall not be responsible for money, jewelry,
         automobiles or other personal property lost in or stolen from the
         Garage or the surface parking areas regardless of whether such loss or
         theft occurs when the Garage or other areas therein are locked or
         otherwise secured.  Except as caused by the negligence or willful
         misconduct of Landlord, Landlord shall not be liable for any loss,
         injury or damage to persons using the Garage or the surface parking
         areas or automobiles or other property therein, it being agreed that,
         to the fullest extent otherwise permitted by law, the use of the Spaces
         shall be at the sole risk of Tenant and its employees.

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<PAGE>

         4.      Landlord shall have the right from time to time to designate
         the location of the Spaces and to promulgate reasonable rules and
         regulations regarding the Garage, the surface parking areas, if any,
         the Spaces and the use thereof, including, but  not limited to, rules
         and regulations controlling the flow of traffic to and from various
         parking areas, the angle and direction of parking and the like. Tenant
         shall comply with and cause its employees to comply with all such rules
         and regulations as well as all reasonable additions and amendments
         thereto.

         5.      Tenant shall not store or permit its employees to store any
         automobiles in the Garage or on the surface parking areas without the
         prior written consent of Landlord.  Except for emergency repairs,
         Tenant and its employees shall not perform any work on any automobiles
         while located in the Garage or on the Property.  If it is necessary for
         Tenant or its employees to leave an automobile in the Garage or on the
         surface parking areas overnight, Tenant shall, to the extent reasonably
         practical, provide Landlord with prior notice thereof designating the
         license plate number and model of such automobile.

         6.      Landlord shall have the right to temporarily close the Garage
         or certain areas therein in order to perform necessary repairs,
         maintenance and improvements to the Garage or the surface parking
         areas, if any.

         7.      Tenant shall have the right to assign or sublease any of the
         Spaces, up to two (2) spaces per 1,000 useable square feet of office
         space assigned or subleased in accordance with the terms of Article
         XIII of the Lease.  Landlord shall have the right to terminate this
         Article XI with respect to any Spaces above two (2) spaces per 1,000
         useable square feet of office space that Tenant desires to sublet or
         assign.  This paragraph 7 shall not apply to any assignment or
         subletting pursuant to Article XII below.

         8.      Landlord may elect to provide parking cards or keys to control
         access to the Garage or surface parking areas.  In such event, Landlord
         shall provide Tenant with one card or key for each Space that Tenant is
         leasing hereunder, provided that Landlord shall have the right to
         require Tenant or its employees to place a deposit on such access cards
         or keys and to pay a fee for any lost or damaged cards or keys.

         XII.    ASSIGNMENT AND SUBLETTING.  Notwithstanding any provision in
         the Lease to the contrary, Tenant shall have the right to assign or
         sublease the Lease (or any rights or interest hereunder, including,
         without limitation, a portion of the Premises, parking spaces and Right
         of First Offer) to Railcar Management, Inc. without the consent of
         Landlord.

         XIII.   NOTICES ADDRESSES.

         Tenant:

         Prior to the Relocation Effective Date, notices shall be sent to Tenant
         at the following address:

         1819 Peachtree Road, N.E.
         Suite 315
         Atlanta, Georgia  30309

         On or after the Relocation Effective Date, notices shall be sent to
         Tenant at the following address:

         1819 Peachtree Road, N.E.
         Suite 455
         Atlanta, Georgia  30309

                                       9
<PAGE>

         Landlord:

         1819 Peachtree Road, N.E.
         Suite 420
         Atlanta, Georgia  30309

         Attention: Building Manager

         With a copy to:

         Equity Office Properties, L.L.C.
         Two North Riverside Plaza
         Suite 2200
         Chicago, Illinois  60606
         Attention:  General Counsel

         Payment of Rent only shall be made payable to the order of First
         Capital Institutional Real Estate, Ltd.-1 at the following address:

         1819 Peachtree Road, N.E.
         Suite 420
         Atlanta, Georgia  30309

         IX.     MISCELLANEOUS

         A.      This Second Amendment sets forth the entire agreement between
the parties with respect to the matters set forth herein.  There have been no
additional or written representations or agreements.

         B.      Except as herein modified or amended, the provisions,
conditions and terms of the Lease (excluding this Second Amendment) shall remain
unchanged and in full force and effect.

         C.      In the case of any inconsistency between the provisions of the
Lease (excluding this Second Amendment) and this Second Amendment, the
provisions of this Second Amendment shall govern and control.

         D.      Submission of this Second Amendment by Landlord is not an offer
to enter into this Second Amendment but rather is a solicitation for such an
offer by Tenant.  Landlord shall not be bound by this Second Amendment until
Landlord has executed and delivered same to Tenant.

         E.      The capitalized terms used in this Second Amendment shall have
the same definitions as set forth in the Lease (excluding this Second Amendment)
to the extent that such capitalized terms are defined therein and not redefined
in this Second Amendment.

         F.      Landlord and Tenant each warrant and represent to the other
that it has had no dealings with any real estate broker, agent or finder in
connection with the negotiations of this Second Amendment excepting Cushman &
Wakefield of Georgia, Inc. ("Broker") and Equity Office Properties, L.L.C.
("Co-Broker"), collectively (the "Brokers") and it knows of no other real estate
broker, agent or finder other than the Brokers who represented Tenant in the
original Lease, who is entitled to any commission in connection with this Second
Amendment.  Landlord and Tenant each covenant and agree to defend, indemnify and
hold the other harmless from and against any and all loss, liability, damage,
claim, judgment, cost or expense (including, but not limited to, attorneys' fees
and expenses and court costs) that may be incurred or suffered by the other
because of any claim for any fee, commission or similar compensation with
respect to this Second Amendment made by any broker, agent or finder except for
Brokers

                                       10
<PAGE>

claiming to have dealt with the indemnifying party whether or not such claim is
meritorious.  Landlord agrees to pay the commission due Brokers in connection
with this Second Amendment pursuant to a separate written commission agreement.
The parties hereby acknowledge that Cushman & Wakefield of Georgia, Inc. has
represented Tenant in this transaction and Equity Office Properties, L.L.C., has
represented Landlord in this transaction.

         G.      Landlord acknowledges that Tenant is a wholly-owned subsidiary
of Progress Rail Services Corporation.

         IN WITNESS WHEREOF,  Landlord and Tenant have duly executed this
Amendment as of the day and year first above written.


WITNESSES; ATTESTATION                 LANDLORD:First Capital Institutional Real
                                       Estate Ltd.-1


                                       BY:  EQUITY OFFICE HOLDINGS, L.L.C.,
                                       a Delaware limited liability company, as
                                       agent

                                       By:______________________________________
__________________________________

Name (print):_____________________     Name:____________________________________

__________________________________     Title:___________________________________

Name (print):_____________________     Date:____________________________________


                                       TENANT:   Railcar, Ltd.,
                                       a Georgia corporation

                                       By:______________________________________
__________________________________

Name (print):_____________________     Name:____________________________________

__________________________________     Title:___________________________________

Name (print):_____________________     Date:____________________________________





                                       11
<PAGE>

                                   EXHIBIT A

        This Exhibit is attached to and made a part of the Second Amendment
dated ____________________, 1996, by and between First Capital Institutional
Real Estate Ltd.-1, ("Landlord"), by its agent Equity Office Holdings, L.L.C., a
Delaware limited liability company and Railcar, Ltd., a Georgia corporation
("Tenant") for space in the Building located at 1819 Peachtree Road, N.E.
Atlanta, Georgia.


        The Substitution Space shall consist of 5,465 rentable square feet
described as Suite 455 located on the fourth (4th) floor in the Building
commonly known as Peachtree Palisades East in the approximate location outlined
below:









                                       12
<PAGE>

                                   EXHIBIT B

        This Exhibit is attached to and made a part of the Second Amendment
dated ____________________, 1996, by and between First Capital Institutional
Real Estate Ltd.-1, ("Landlord"), by its agent Equity Office Holdings, L.L.C., a
Delaware limited liability company and Railcar Ltd., a Georgia corporation
("Tenant") for space in the Building located at 1819 Peachtree Road, N.E.
Atlanta, Georgia.


        The Offer Spaces shall consist of 2,627 rentable square feet located on
the fourth (4th) floor and 2,581 rentable square feet location on the fourth
(4th) floor in the Building commonly known as Peachtree Palisades East in the
approximate locations outlined below









                                       13
<PAGE>

                                   EXHIBIT C


                              TURN-KEY WORK LETTER
                              --------------------


        This Exhibit is attached to and made a part of the Second Amendment
dated _________________________, 1996 by and between First Capital Institutional
Real Estate Ltd. - 1, by its agent Equity Office Holdings, L.L.C., a Delaware
limited liability corporation ("Landlord") and Railcar, Ltd., a Georgia
corporation ("Tenant") for space in the Building located at  1819 Peachtree
Road, Atlanta, Georgia.


        1.       This Work Letter shall set forth the obligations of Landlord
and Tenant with respect to the preparation of the Premises for Tenant's
occupancy.  All improvements described in this Work Letter to be constructed in
and upon the Premises by Landlord are hereinafter referred to as the "Landlord
Work." It is agreed that construction of the Landlord Work is intended to be
"turn-key" and will be completed at Landlord's sole cost and expense.
Notwithstanding the foregoing, Landlord and Tenant acknowledge that Plans
(hereinafter defined) for the Landlord Work have not yet been priced and,
therefore, it is impossible to determine the exact cost of the Landlord Work at
this time. Accordingly, Landlord and Tenant agree that Landlord's obligation to
pay for the cost of Landlord Work shall be limited to Sixty Thousand One Hundred
Fifteen and 00/100 Dollars ($60,115.00) (the "Maximum Amount") and that Tenant
shall be responsible for the cost of Landlord Work to the extent that it exceeds
the Maximum Amount.  Landlord shall enter into a direct contract for the
Landlord Work with a general contractor selected by Landlord; provided however,
Landlord shall not commence construction until Tenant has approved the final
construction amount.  Notwithstanding the foregoing, any delay in completion of
Landlord Work as a result of Tenant's non-approval of the final construction
amount shall be deemed a Delay under this Second Amendment.  In addition,
Landlord shall have the right to select and\or approve of any subcontractors
used in connection with the Landlord Work.

        2.       Space planning, architectural and engineering (mechanical,
electrical and plumbing) drawings for the Landlord Work shall be prepared at
Landlord's sole cost and expense, provided that such costs shall be included in
the cost of Landlord Work for purposes of determining if the Maximum Amount is
exceeded.  The space planning, architectural and mechanical drawings are
collectively referred to herein as the "Plans".

        3.       Tenant shall furnish any requested information and approve or
disapprove any preliminary or final layout, drawings, or plans within five (5)
Business Days after written request.  Any disapproval shall be in writing and
shall specifically set forth the reasons for such disapproval.  Tenant and
Tenant s Architect shall devote such time in consultation with Landlord and
Landlord's engineer as may be required to provide all information Landlord deems
necessary in order to enable Tenant's Architect and engineer to complete, and
obtain Tenant's written approval of the Plans for the Landlord Work by not later
than  November 11, 1996 (the "Plans Due Date").  In the event that Tenant fails
to approve the Plans by the Plans Due Date, Tenant shall be responsible for one
(1) day of Delay (as defined in the Lease) for each day during the period
beginning on the day following the Plans Due Date and ending on the date Tenant
approves the Plans.

        4.       Prior to commencing any construction of Landlord Work, Landlord
shall submit to Tenant a written estimate setting forth the anticipated cost of
the Landlord Work, including but not limited to labor and materials,
contractor's fees and permit fees.  Within five (5) Business Days thereafter,
Tenant shall either notify Landlord in writing of its approval of the cost
estimate, or specify its objections thereto and any desired changes to the
proposed Landlord Work.  In the event Tenant notifies Landlord of such
objections and desired changes, Tenant shall work with Landlord to reach a
mutually acceptable alternative cost estimate.

        5.       In the event Landlord's estimate and/or the actual cost of
construction shall exceed the Maximum Amount (such amounts exceeding the Maximum
Amount being herein referred to as the "Excess Costs"), Tenant shall pay to
Landlord such Excess Costs, to the extent actually incurred, upon demand,
provided Landlord notifies Tenant of any Excess Costs to be incurred prior to
performance of the related Landlord Work.  In the event the Maximum Amount
exceeds the cost of Landlord Work, any remaining Maximum Amount shall be applied
to Tenant's Base Rental.  The statements of costs submitted to Landlord by
Landlord's contractors shall be conclusive for purposes of determining the
actual cost of the items described therein.  The amounts payable hereunder
constitute Rent payable pursuant to the Lease, and the failure to timely pay
same constitutes an event of default under the Lease.

                                       14
<PAGE>

        6.       If Tenant shall request any change, addition or alteration in
any of the Plans after approval by Landlord and Tenant, Landlord shall have such
revisions to the drawings prepared, and Tenant shall reimburse Landlord for the
cost thereof upon demand to the extent that the cost of performing such revision
cause the cost of Landlord Work to exceed the Maximum Amount.  Promptly upon
completion of the revisions, Landlord shall notify Tenant in writing of the
increased cost, if any, which will be chargeable to Tenant by reason of such
change, addition or deletion.  Tenant shall, within three (3) business days,
notify Landlord in writing whether it desires to proceed with such change,
addition or deletion.  In the absence of such written authorization, Landlord
shall have the option to continue work on the Premises disregarding the
requested change, addition or alteration, or Landlord may elect to discontinue
work on the Premises until it receives notice of Tenant's decision, in which
event Tenant shall be responsible for any Delay in completion of the Premises
resulting therefrom.  In the event such revisions result in a higher estimate of
the cost of construction and/or higher actual construction costs which exceed
the Maximum Amount, such increased estimate or costs shall be deemed Excess
Costs pursuant to Paragraph 5 hereof and Tenant shall pay such Excess Costs to
the extent actually incurred upon demand.

        7.       Following approval of the Plans and the payment by Tenant of
the required portion of the Excess Costs, if any, Landlord shall cause the
Landlord Work to be constructed substantially in accordance with the approved
Plans.  Landlord shall notify Tenant of the estimated date for substantial
completion of the Landlord Work.

        8.       Notwithstanding anything herein to the contrary, Landlord shall
enforce against contractor all terms and conditions of Landlord's construction
contract with contractor prior to imposing Excess Costs on Tenant.

        9.       This Exhibit C shall not be deemed applicable to any additional
space added to the original Premises at any time or from time to time, whether
by any options under the Lease or otherwise, or to any portion of the original
Premises or any additions to the Premises in the event of a renewal or extension
of the original Term of this Lease, whether by any options under the Lease or
otherwise, unless expressly so provided in the Lease or any amendment or
supplement to the Lease.

        IN WITNESS WHEREOF,  Landlord and Tenant have duly executed this Lease
as of the day and year first above written.

ATTEST:                                LANDLORD: FIRST CAPITAL INSTITUTIONAL
                                       REAL ESTATE LTD-1, a Delaware limited
                                       liability company

                                       BY:  EQUITY OFFICE HOLDINGS, L.L.C. a
                                       Delaware limited liability company, as
                                       agent

_____________________________          By:____________________________________

Name (print):________________          Name:__________________________________

_____________________________          Title:_________________________________

Name (print):________________          Date:__________________________________

ATTEST:                                TENANT:  Railcar, Ltd.,
                                       a Georgia corporation


_____________________________          By:____________________________________

Name (print):________________          Name:__________________________________

_____________________________          Title:_________________________________

Name (print):________________          Date:__________________________________


                                       15
<PAGE>

                                SECOND AMENDMENT

         This Second Amendment (the "Second Amendment") is made and entered into
as of the 4th day of December, 1996, by and between First Capital Institution
Real Estate Ltd.-1, ("Landlord") by its agent, Equity Office Holdings, L.L.C., a
Delaware limited liability company and Railcar Management, Inc., a Georgia
corporation ("Tenant").

                                   WITNESSETH

         WHEREAS, Landlord and Tenant are parties to that certain Lease dated
the 27th day of May, 1993 currently containing approximately 15,240 rentable
square feet of space described as Suite No. 303 on the third (3rd) floor
("Original Premises") of the building commonly known as Peachtree Palisades East
and the address of which is 1819 Peachtree Road (the "Building"), which lease
has been previously amended or assigned by instrument(s) dated October 19, 1994
and is hereby further amended (as so amended, the "Lease" unless the context
herein requires otherwise) (collectively the "Lease"); and

         WHEREAS, Tenant has requested that additional space consisting of
approximately 3,803 rentable square feet described as Suite 315 on the third
(3rd) floor of the Building shown on Exhibit A attached hereto (the "Expansion
Space") be added to the Premises and that the Lease be appropriately amended
(the Original Premises and Expansion Space are sometimes collectively referred
to as the "Premises"), and Landlord is willing to do the same on the terms and
conditions set forth below;

         WHEREAS, the Lease by its terms shall expire on April 30, 1998 ("Prior
Termination Date"), and the parties desire to extend the Lease, all on the terms
and conditions set forth below;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
follows:

         I.      EXPANSION.  Effective as of the Expansion Effective Date (as
hereinafter defined), the Premises is increased from 15,240 rentable square feet
on the third (3rd) floor to 19,043 rentable square feet on the third (3rd) floor
by the addition of the Expansion Space.  The Lease term for the Expansion Space
shall commence on the Expansion Effective Date and end on the Extended
Termination Date (as hereinafter defined).  The Expansion Space is subject to
all the terms and conditions of the Lease except as expressly modified herein
and except that Tenant shall not be entitled to receive any allowances,
abatements or other financial concessions (which are non-remedial in nature,
e.g., other than abatement due to condemnation, casualty, etc.) granted with
respect to the Premises unless such concessions are expressly provided for
herein with respect to the Expansion Space.

         A.      The Expansion Effective Date shall be the earlier to occur of
(i) December 27, 1996 ("Target Expansion Effective Date"), and (ii) the date
upon which Landlord's improvement work in the Expansion Space (the "Landlord
Work") has been substantially completed; provided, however, that if Landlord
shall be delayed in substantially completing the Landlord Work in the Expansion
Space as a result of the occurrence of any of the following (a "Delay"):

                 1.       Tenant's failure to furnish information reasonably
                 requested or to respond to any reasonable request by Landlord
                 for any approval or information within any time period
                 prescribed or, if no time period is prescribed, then within two
                 (2) Business Days of such request; or

                 2.       Tenant's insistence on materials, finishes or
                 installations that have long lead times after having first been
                 informed by Landlord that such materials, finishes or
                 installations will cause a Delay; or

                                       1
<PAGE>

                 3.       Changes in any plans and specifications mutually
                 agreed by Landlord and Tenant; or

                 4.       The performance or nonperformance by a person or
                 entity employed by Tenant in the completion of any work (all
                 such work and such persons or entities being subject to the
                 prior approval of Landlord); or

                 5.       Any request by Tenant that Landlord delay the
                 completion of any of Landlord Expansion Work; or

                 6.       Any breach or default by Tenant in the performance of
                 Tenant's obligations under the Lease; or

                 7.       Any delay resulting from Tenant's having taken
                 possession of the Expansion Space for any reason prior to
                 substantial completion of the Landlord Expansion Work; or

                 8.       Any other delay chargeable to Tenant, its agents,
                 employees or independent contractor; or

                 9.       Any other cause reasonably beyond Landlord's control;

         then, for purposes of determining the Expansion Effective Date, the
         date of substantial completion shall be deemed to be the day that said
         Landlord Work would have been substantially completed absent any such
         Delay(s); provided, however, the Expansion Effective Date shall in no
         event be later than December 27, 1996. Notwithstanding anything herein
         to the contrary, the Expansion Effective Date will be deferred beyond
         December 27, 1996 to the extent substantial completion occurs
         thereafter due to Landlord fault or delay or contractor fault or delay
         in completing Landlord Work beyond the date submitted in contractor s
         bid for construction.  The Expansion Space shall be deemed to be
         substantially completed on the date that Landlord's architect
         reasonably determines that all Landlord Expansion Work has been
         performed (or would have been performed absent any Delays), other than
         any details of construction, mechanical adjustment or any other matter,
         the noncompletion of which does not materially interfere with Tenant's
         use of the Expansion Space.  The adjustment of the Expansion Effective
         Date, if any, and, accordingly, the postponement of Tenant's obligation
         to pay Rent on the Expansion Space, shall be Tenant's sole remedy and
         shall constitute full settlement of all claims that Tenant might
         otherwise have against Landlord by reason of the Expansion Space not
         being ready for occupancy by Tenant on the Target Expansion Effective
         Date.

         B.      As of the date of execution of this Second Amendment, the
         Expansion Space is occupied by Railcar, Ltd., an affiliate of Tenant.
         Landlord is negotiating with Railcar, Ltd. to relocate it to other
         space in the Building.  The parties hereto agree that if Landlord fails
         to deliver the Expansion Space on or before the Target Expansion
         Effective Date as a result of continued occupancy of the Expansion
         Space by Railcar, Ltd., such delay shall not delay the Expansion
         Effective Date nor shall it subject Landlord to any liability for any
         loss or damage resulting therefrom; provided however, Tenant shall have
         no obligation to pay rental on the Expansion Space so long as Railcar,
         Ltd. is paying rental thereon.

         II.     EXTENSION.  The remaining Lease Term is hereby modified from
one (1) year, four (4) months, and five (5) days expiring on April 30, 1998
("Prior Termination Date") to sixty (60) months, ("Extended Lease Term")
expiring on December 26, 2001 ("Extended Termination Date"), unless sooner
terminated in accordance with the terms of the Lease.  That portion of the Lease
Term commencing the day immediately following the Prior Termination Date
("Extension Date") and ending on the Extended Termination Date shall be referred
to herein as the "Extended Term."

                                       2
<PAGE>

         III.    MONTHLY BASE RENTAL.

         A.      Original Premises Through Prior Termination Date.  The Base
         Rental, Additional Base Rental and all other charges under the Lease
         shall be payable as provided therein with respect to the Original
         Premises through and including the Prior Termination Date.

         B.      Original Premises From and After Extension Date.  As of the
         Extension Date, the schedule of monthly installments of Base Rental
         payable with respect to the Original Premises for the Extended Lease
         Term is the following:

         Tenant shall pay Landlord the sum of Nine Hundred Thirty-one Thousand
         Two Hundred Thirty-seven and 74/100 Dollars ($931,237.74) as Base
         Rental for the Original Premises for the Extended Term in forty- four
         (44) monthly installments as follows:

         (i.)    Twelve (12) equal installments of Twenty Thousand Three Hundred
         Twenty and 00/100 Dollars ($20,320.00) each payable on or before the
         first day of each month during the period beginning May 1, 1998 and
         ending April 30, 1999.

         (ii.)   Thirty-one (31) equal installments of Twenty-one Thousand Five
         Hundred Ninety and 00/100 Dollars ($21,590.00) each payable on or
         before the first day of each month during the period beginning May 1,
         1999 and ending November 30, 2001.

         (iii.)  One (1) equal installment of Eighteen Thousand One Hundred
         Seven and 74/100 Dollars ($18,107.74) payable on or before the first
         day of the month during the period beginning December 1, 2001 and
         ending December 26, 2001.

         All such Base Rental shall be payable by Tenant in accordance with the
         terms of Article V of the Lease.

         C.      Expansion Space From Expansion Effective Date Through Extended
         Termination Date.  As of the Expansion Effective Date, the schedule of
         monthly installment of Base Rental payable with respect to the
         Expansion space for the balance of the Lease Term and the Extended
         Lease Term is the following:

         Tenant shall pay Landlord the sum of Three Hundred Seven Thousand Two
         Hundred Thirty and 21/100 ($307,230.21) as Base Rental for the Extended
         Term in sixty (62)  installments (reduced by any installments in
         accordance with the following schedule due before the Expansion
         Effective Date) as follows:

         (i.)    One (1) installment of  Six Hundred Ninety and 06/100 Dollars
         ($690.06) payable on or before the first day of each month during the
         period beginning December 27, 1996 and ending December 31, 1996.

         (ii.)   Four (4) equal installments of Four Thousand Two Hundred
         Seventy-eight and 38/100 Dollars ($4,278.38) each payable on or before
         the first day of each month during the period beginning January 1, 1997
         and ending April 30, 1997.

         (iii.)  Twelve (12) equal installments of Four Thousand Seven Hundred
         Fifty-three and 75/100 Dollars ($4,753.75) each payable on or before
         the first day of the month during the period beginning May 1, 1997 and
         ending April 30, 1998.

         (iv.)   Twelve (12) equal installments of Five Thousand Seventy and
         67/100 Dollars ($5,070.67) each payable on or before the first day of
         each month during the period beginning May 1, 19998 and ending April
         30, 1999.

                                       3
<PAGE>

         (v.)    Thirty-one (31) equal installments of Five Thousand Three
         Hundred Eighty-seven and 58/100 Dollars ($5,387.58) each payable on or
         before the first day of each month during the period beginning May 1,
         1999 and ending November 30, 2001.

         (vi.)   One (1) installment of Four Thousand Five Hundred Eighteen and
         61/100 Dollars (4,518.61) payable on or before the first day of the
         month during the period beginning December 1, 2001 and ending December
         26, 2001.

         All such Base Rental shall be payable by Tenant in accordance with the
terms of Article V of the Lease.

         IV.     TENANT'S PRO RATA SHARE.

         A.      For the period commencing with the Expansion Effective Date and
         ending the Extended Termination Date, (i) Tenant's Pro Rata Share for
         the Expansion Space is Two and Ninety-six One Hundredths percent
         (2.96%), (ii) for purposes of Exhibit B-2, the Base Year for
         computation of Tenant's Pro Rata Share of Basic Costs applicable to the
         Expansion Space is 1996 and Tenant's obligation to pay Additional Base
         Rental with regard to the Expansion Space shall not commence until
         January 1, 1998.

         B.      For purposes of Exhibit B-2, effective May 1, 1998, the Base
         Year for computation of Tenant's Pro Rata Share of Basic Costs
         applicable to the Original Premises shall be 1996.

         C.      Any Additional Base Rental and other operating expense
         allocations for any period shall be determined on a weighted average of
         those Tenant's Pro Rata Share percentages and Base Year amounts as are
         applicable during the period.

         V.      IMPROVEMENTS TO THE PREMISES AND EXPANSION SPACE.

         A.      Tenant has inspected the Expansion Space and agrees to accept
         the same "as is" without any agreements, representations,
         understandings or obligations on the part of Landlord to perform any
         alterations, repairs or improvements, except as expressly provided
         otherwise in Exhibit C of this Second Amendment.

         B.      COMPLETION OF LANDLORD WORK.  If Landlord Work is incomplete on
         the Expansion Effective Date for any reason whatsoever, the Expansion
         Effective Date shall not be postponed or delayed except as otherwise
         provided in Article I.A. herein.  Tenant acknowledges than any
         incomplete Landlord Work will be performed by Landlord during Normal
         Business Hours after the Expansion Effective Date unless postponed as
         provided herein.  Landlord and Tenant agree to cooperate with each
         other in order to enable Landlord Work to be performed in a timely
         manner and with as little inconvenience to the operation of Tenant s
         business as is reasonably possible.  Notwithstanding anything herein to
         the contrary, any delay in the completion of Landlord Work or
         inconvenience suffered by Tenant during the performance of Landlord
         Work shall not subject Landlord to any liability for any loss or damage
         resulting therefrom or entitle Tenant to any credit, abatement or
         adjustment of Rent of other sums payable under the Lease; provided
         however, if Landlord Work is not complete due to fault or delay of
         Landlord or contractor which delays completion of Landlord Work beyond
         the date submitted by contractor in bid for completion of Landlord
         Work, then Rental for the Expansion Space shall abate until substantial
         completion of Landlord Work.

         VI.     EARLY ACCESS TO EXPANSION SPACE.  During any period that Tenant
shall be permitted to enter the Expansion Space prior to the Expansion Effective
Date (e.g., to perform alterations or improvements), Tenant shall comply with
all terms and provisions of the Lease, except those provisions requiring payment
of Base Rental or Additional

                                       4
<PAGE>

Base Rental as to the Expansion Space.  If Tenant takes possession of the
Expansion Space prior to the Expansion Effective Date for any reason whatsoever
(other than the performance of work in the Expansion Space with Landlord's prior
approval), such possession shall be subject to all the terms and conditions of
the Lease, and Tenant shall pay Base Rental and Additional Base Rental as
applicable to the Expansion Space to Landlord on a per diem basis for each day
of occupancy prior to the Expansion Effective Date.

         VII.    RENEWAL OPTION

         A.      Tenant shall have the right to extend the Lease Term as to all
space then leased for one (1) additional period of five (5) years (the "Renewal
Term"), if:

                 1.       Landlord receives notice of exercise ("Non-Binding
                 Renewal Notice") not less than twelve (12) full calendar months
                 prior to the expiration of the Extended Lease Term and Binding
                 Renewal Notice (hereinafter defined) not less than ten (10)
                 full calendar months prior to the expiration of the Extended
                 Lease Term; and

                 2.       Tenant is not in default under the Lease at the time
                 that Tenant delivers its Non-Binding Renewal Notice and Binding
                 Renewal Notice; and

                 3.       No part of the Premises is sublet to any party other
                 than Railcar, Ltd. at the time that Tenant delivers its
                 Non-Binding Renewal Notice and Binding Renewal Notice; and

                 4.       The Lease has not been assigned to any party other
                 than Railcar, Ltd. pursuant to an assignment requiring
                 Landlord's consent under the Lease on the date that Tenant
                 delivers its Non-Binding Renewal Notice and on the date Tenant
                 delivers its Binding Renewal Notice; and

                 5.       Tenant executes and returns the Renewal Amendment
                 (hereinafter defined) within fifteen (15) days after its
                 submission to Tenant.

         B.      The Initial Base Rental rate per rentable square foot for the
         Premises during the Renewal Term shall equal the Prevailing Market Rate
         (hereinafter defined) per rentable square foot.

         C.      Tenant shall pay Additional Base Rental (i.e. Basic Costs) for
         the Premises during the Renewal Term in accordance with Exhibit B-2 of
         the Lease, as amended by paragraph V above.

         D.      Tenant shall be entitled to no less than two (2) unassigned
         parking spaces per 1,000 useable square feet of office space leased
         during the Renewal Term at the then current market rate for said
         spaces.

         E.      Within thirty (30) days after receipt of Tenant's Non-Binding
         Renewal Notice, Landlord shall advise Tenant of the applicable Base
         Rental rate for the Premises for the Renewal Term.  If Tenant desires
         to lease the Premises for the Renewal Term at such rate, Tenant shall
         give Landlord final binding written notice ("Binding Renewal Notice")
         no later than ten (10) months prior to the expiration of the Extended
         Term (the "Notification Deadline").  If Tenant disagrees with
         Landlord's determination of the applicable Base Rental rate, Tenant,
         within thirty (30) days after the date on which Landlord advises Tenant
         of such rate, shall provide Landlord with a written notice of rejection
         (the "Rejection Notice").  If Tenant fails to provide Landlord with
         either a Binding Renewal Notice or a Rejection Notice by the
         Notification Deadline, Tenant's Renewal Option shall be null and void
         and of no further force and effect.  If Tenant provides Landlord with a
         Binding Renewal Notice, Landlord and Tenant shall

                                       5
<PAGE>

         enter into the Renewal Amendment upon the terms and conditions set
         forth therein.  If Tenant provides Landlord with a Rejection Notice,
         Landlord and Tenant shall work together in good faith to agree upon the
         Prevailing Market Rate for the Premises during the Renewal Term.  Upon
         agreement Tenant shall provide Landlord with a Binding Renewal Notice
         and Landlord and Tenant shall enter into the Renewal Amendment in
         accordance with the terms and conditions thereof.

         F.      If Tenant is entitled to and properly exercises its Renewal
         Option, Landlord shall prepare an amendment (the "Renewal Amendment")
         to reflect changes in the Base Rental, Lease Term, Termination Date and
         other appropriate terms.  The Renewal Amendment shall be:

                 1.       Sent to Tenant within a reasonable time after receipt
                 of the Binding Renewal Notice; and

                 2.       Executed by Tenant and returned to Landlord in
                 accordance with paragraph A.5 above.

         G.      For purposes hereof, "Prevailing Market Rate" shall mean the
         arms length fair market annual rental rate per rentable square foot for
         renewal leases and amendments entered into on or about the date on
         which the Prevailing Market Rate is being determined hereunder for
         space comparable to the Premises, in the Building and office buildings
         comparable to the Building in the Midtown Atlanta market.  The
         determination of Prevailing Market Rate shall take into account any
         material economic differences between the terms of this Lease and any
         comparable lease, such as rent abatements, construction costs and other
         concessions and the manner, if any, in which the landlord under any
         such lease is reimbursed for operating expenses and taxes.  The
         determination of Prevailing Market Rate shall also take into
         consideration any reasonably anticipated changes in the Prevailing
         Market Rate from the time such Prevailing Market Rate is being
         determined and the time such Prevailing Market Rate will become
         effective under this Lease.

         VIII.   RIGHT OF FIRST OFFER.

         A.      Effective November 1, 1998 or such earlier date if said
         space(s) become(s) available prior to November 1, 1998 Tenant shall
         have an ongoing Right of First Offer through the Extended Lease Term on
         the 8,625 rentable square feet located on the second (2nd) floor of the
         Building (current lease expires 7/31/99), the 1,061 rentable square
         feet located on the second (2nd) floor of the Building (current lease
         expires 5/31/99), and the 2,689 rentable square feet located on the
         second (2nd) floor of the Building (current lease expires 5/31/99)
         described in Exhibit B attached hereto, (collectively, the "Offer
         Space"), which Right of First Offer shall be exercised as follows: when
         Landlord has a bonafide prospective third party tenant or existing
         tenant ("Prospect") interested in leasing all or any portion of the
         Offer Space or renewing or extending an existing lease with respect
         thereto (or otherwise amending an existing lease, the effect of which
         would be to allow an existing tenant or any other party the right to
         continue leasing or using such Offer Space beyond the date such right
         would terminate but for such amendment), Landlord shall advise Tenant
         in writing (the "Advice") of the terms under which Landlord is prepared
         to lease the Offer Space (or applicable portion thereof) to such
         Prospect, and Tenant may lease such Offer Space, under such terms (or
         as provided otherwise herein), in its entirety only, by providing
         Landlord with written notice of exercise ("Notice of Exercise") within
         five (5) business days after the receipt of the Advice, except that
         Tenant shall have no such Right of First Offer and Landlord need not
         provide Tenant with an Advice if:

                 1.       Tenant is in default under the Lease at the time
                 Landlord would otherwise deliver the Advice; or

                                       6
<PAGE>

                 2.       the Premises, or any portion thereof, is sublet to any
                 party other than Railcar, Ltd. at the time Landlord would
                 otherwise deliver the Advice; or

                 3.       the Lease has been assigned to any party other than
                 Railcar, Ltd. pursuant to an assignment requiring Landlord s
                 consent under the Lease, prior to the date Landlord would
                 otherwise deliver the Advice; or

                 4.       the Offer Space is not intended for the exclusive use
                 of Tenant during the Lease Term unless by Railcar, Ltd.; or

                 5.       the Tenant is not occupying the Premises on the date
                 Landlord would otherwise deliver the Advice unless such date is
                 prior to the Expansion Effective Date of the Lease or unless
                 the Premises are occupied by Railcar, Ltd.; or

                 6.      less than twelve (12) months remain in the Lease Term
                 (as extended or renewed) as of the date Landlord reasonably
                 determines the commencement date for the lease of such Offer
                 Space will occur.

         B.      The Offer Space (including improvements and personalty, if any)
         shall be accepted by Tenant in its condition and as-built configuration
         existing on the earlier of the date Tenant takes possession of the
         Offer Space or the date the term for such Offer Space commences, unless
         the Advice specifies an allowance for work to be performed by Landlord
         in the Offer Space, in which case Landlord shall perform work in the
         Offer Space as specified by Tenant, and approved by Landlord equal to
         such allowance plus such other work as the parties shall agree.  Rental
         on such Offer Space shall not commence until such work is substantially
         complete pursuant to Article III of the Lease and subject to any delays
         caused by Tenant as defined by Article III of the Lease.

         C.      The rights of Tenant hereunder with respect to the applicable
         Offer Space shall terminate on the earlier to occur of (i) Tenant's
         failure to exercise its Right of First Offer within the five (5)
         business day period provided in paragraph A above, and (ii) the date
         Landlord would have provided Tenant an Advice if Tenant had not been in
         violation of one or more of the conditions set forth in Paragraph A
         above.  Notwithstanding the foregoing, if Landlord does not enter into
         a lease for the Offer Space with the Prospect or any other prospect on
         substantially those terms specified in the Advice within a period of
         four (4) months following the date of the Advice (or the date Landlord
         would have provided Tenant an Advice if Tenant had not been in
         violation of one or more of those conditions set forth in Paragraph A
         above), Tenant shall once again have a Right of First Offer with
         respect to the Offer Space.

         D.      1.       If Tenant exercises its Right of First Offer, Landlord
                 shall prepare an amendment (the "Offer Space Amendment") adding
                 the Offer Space to the Premises on the terms set forth in the
                 Advice and reflecting the changes in the Base Rental, Rentable
                 Area of the Premises, Tenant's Pro Rata Share  and other
                 appropriate terms.

                 2.      The term for the Offer Space shall commence upon the
                 commencement date stated in the Advice unless otherwise agreed
                 in writing to by Landlord and Tenant and thereupon such Offer
                 Space shall be considered a part of the Premises, provided
                 that, except as otherwise provided herein, all of the terms
                 stated in the Advice (including, without limitation, the
                 expiration date set forth in the Advice) shall govern Tenant's
                 leasing of the Offer Space and, only to the extent that they do
                 not conflict with the Advice, the terms and conditions of this
                 Lease shall apply to the Offer Space.  Notwithstanding the
                 foregoing, provided Tenant's

                                       7
<PAGE>

                 remaining Lease Term from the commencement date of the Offer
                 Space term is no less than thirty-six (36) months, the
                 expiration date for the term of the Offer Space shall be
                 coterminous with the Expiration Date of the Lease, and all
                 applicable terms, e.g., allowance for improvements and other
                 concessions, stated in the Advise shall be pro-rated
                 accordingly for the lesser term, if any, from that stated in
                 the Advice.

                 3.       Tenant shall be entitled to two (2) unassigned parking
                 spaces per 1,000 useable square feet of Offer Space leased at
                 the then current market rate for said spaces.

                 4.       A copy of the Offer Space Amendment shall be (i) sent
                 to Tenant within a reasonable time after Landlord's receipt of
                 the Notice of Exercise, and (ii) executed by Tenant and
                 returned to Landlord within fifteen (15) business days
                 hereafter.

         E.      Notwithstanding the foregoing, if any Offer Space is vacant at
         any time prior to Landlord's submittal of an Advice, Tenant shall have
         the right to lease such Offer Space, at the Prevailing Market Rate for
         new space and such other mutually acceptable terms and conditions as
         the parties agree in good faith.  If Tenant leases only a portion of
         the available Offer Space, the balance shall be tenantable and
         marketable in the sole discretion of Landlord, reasonably exercised.

         IX.     PARKING.

         1.      Per the terms of the Lease (excluding this Second Amendment),
         Tenant currently is entitled to fifty-four (54) unassigned parking
         spaces.  Twenty-seven (27) of said spaces are currently available at no
         cost to Tenant.  Effective upon the Expansion Effective Date, Tenant
         shall be entitled to sixty-eight (68) unassigned parking spaces. During
         the period beginning December 27, 1996 and ending December 26, 1997,
         thirty-one (31) of said spaces shall be available to Tenant at no cost
         to Tenant. During the period beginning December 27, 1997 and ending
         April 30, 1998, twenty-seven (27) of said spaces shall be available to
         Tenant at no cost to Tenant.

         2.      Effective May 1, 1998 and during the Extended Term, Landlord
         shall make available to Tenant, up to sixty-eight (68) unreserved
         parking spaces (the "Spaces") in the parking garage attached to the
         Building (the "Garage") for the use of Tenant and its employees in
         common with all other users of the Garage.  The charge for said Spaces
         shall be the market rate, which is subject to change. Notwithstanding
         the foregoing, the charge for said Spaces shall not increase to more
         than $70.00 per space per month during the Extended Term.  No
         deductions or allowances shall be made for days when Tenant or any of
         its employees does not utilize the parking facilities or for Tenant
         utilizing less than all of the Spaces.  Tenant shall not have the right
         to lease or otherwise use more than the number of  Spaces set forth
         above.

         3.      Except for particular spaces and areas designated by Landlord
         for reserved parking, all parking in the Building garage (the "Garage")
         shall be on an unreserved, first-come, first-served basis.

         4.      Except as caused by Landlord's gross negligence or willful
         misconduct, Landlord shall not be responsible for money, jewelry,
         automobiles or other personal property lost in or stolen from the
         Garage or the surface parking areas regardless of whether such loss or
         theft occurs when the Garage or other areas therein are locked or
         otherwise secured.  Except as caused by the negligence or

                                       8
<PAGE>

         willful misconduct of Landlord, Landlord shall not be liable for any
         loss, injury or damage to persons using the Garage or the surface
         parking areas or automobiles or other property therein, it being agreed
         that, to the fullest extent otherwise permitted by law, the use of the
         Spaces shall be at the sole risk of Tenant and its employees.

         5.      Landlord shall have the right from time to time to designate
         the location of the Spaces and to promulgate reasonable rules and
         regulations regarding the Garage, the surface parking areas, if any,
         the Spaces and the use thereof, including, but not limited to, rules
         and regulations controlling the flow of traffic to and from various
         parking areas, the angle and direction of parking and the like. Tenant
         shall comply with and cause its employees to comply with all such rules
         and regulations as well as all reasonable additions and amendments
         thereto.

         6.      Tenant shall not store or permit its employees to store any
         automobiles in the Garage or on the surface parking areas without the
         prior written consent of Landlord.  Except for emergency repairs,
         Tenant and its employees shall not perform any work on any automobiles
         while located in the Garage or on the Property.  If it is necessary for
         Tenant or its employees to leave an automobile in the Garage or on the
         surface parking areas overnight, Tenant shall, to the extent reasonably
         practical, provide Landlord with prior notice thereof designating the
         license plate number and model of such automobile.

         7.      Landlord shall have the right to temporarily close the Garage
         or certain areas therein in order to perform necessary repairs,
         maintenance and improvements to the Garage or the surface parking
         areas, if any.

         8.      Tenant shall have the right to assign or sublease any of the
         Spaces, up to two (2) spaces per 1,000 useable square feet of office
         space assigned or subleased in accordance with the terms of Article
         XIII of the Lease.  Landlord shall have the right to terminate this
         Article XI with respect to any Spaces above two (2) spaces per 1,000
         useable square feet of office space, that Tenant desires to sublet or
         assign.  This paragraph 8 shall not apply to any assignment or
         subletting pursuant to Article X below.

         9.      Landlord may elect to provide parking cards or keys to control
         access to the Garage or surface parking areas.  In such event, Landlord
         shall provide Tenant with one card or key for each Space that Tenant is
         leasing hereunder, provided that Landlord shall have the right to
         require Tenant or its employees to place a deposit on such access cards
         or keys and to pay a fee for any lost or damaged cards or keys.

         X.      ASSIGNMENT AND SUBLETTING.  Notwithstanding any provision in
         the Lease to the contrary, Tenant shall have the right to assign or
         sublease the Premises (or any rights or interest hereunder, including,
         without limitation, a portion of the Premises, parking spaces and Right
         of First Offer) to Railcar, Ltd., without the consent of Landlord.

         XI.     NOTICES ADDRESSES.

         Notices shall be sent to Tenant and Landlord at the following
         addresses:

         Tenant:

         1819 Peachtree Road, N.E.
         Suite 303
         Atlanta, Georgia  30309

                                       9
<PAGE>

         Landlord:

         1819 Peachtree Road, N.E.
         Suite 420
         Atlanta, Georgia  30309

         Attention: Building Manager

         With a copy to:

         Equity Office Properties, L.L.C.
         Two North Riverside Plaza
         Suite 2200
         Chicago, Illinois  60606
         Attention:  General Counsel

         Payment of Rent only shall be made payable to the order of First
         Capital Institutional Real Estate, Ltd.-1 at the following address:

         1819 Peachtree Road, N.E.
         Suite 420
         Atlanta, Georgia  30309

XII.     MISCELLANEOUS.

         A.      This Second Amendment sets forth the entire agreement between
         the parties with respect to the matters set forth herein.  There have
         been no additional oral or written representations or agreements.

         B.      Except as herein modified or amended, the provisions,
         conditions and terms of the Lease (excluding this Second Amendment)
         shall remain unchanged and in full force and effect.

         C.      In the case of any inconsistency between the provisions of the
         Lease (excluding this Second Amendment) and this Second Amendment, the
         provisions of this Second Amendment shall govern and control. Under no
         circumstances shall this Second Amendment be deemed to grant Tenant any
         further right to expand the Premises or extend the Lease beyond such
         right as expressly provided herein, provided, however, any such
         additional rights specifically provided Tenant in the Lease are not
         hereby relinquished or waived.

         D.      Submission of this Second Amendment by Landlord is not an offer
         to enter into this Second Amendment but rather is a solicitation for
         such an offer by Tenant.  Landlord shall not be bound by this Second
         Amendment until Landlord has executed and delivered the same to Tenant.

         E.      The capitalized terms used in this Second Amendment shall have
         the same definitions as set forth in the Lease (excluding this Second
         Amendment) to the extent that such capitalized terms are defined
         therein and not redefined in this Second Amendment.

         F.      This Second Amendment is contingent on and subject to full
         execution of the document relocating Railcar, Ltd. from the Expansion
         Space on the third (3rd) floor of the Building to substitution space
         located on the fourth (4th) floor of the Building.

         G.      Landlord and Tenant each warrant and represent to the other
         that it has had no dealings with any real estate broker, agent or
         finder in connection with the negotiations of the Second Amendment
         excepting Cushman & Wakefield of Georgia, Inc. ("Broker") and Equity
         Office Properties, L.L.C. ("Co-Broker"), collectively (the "Brokers")
         and it knows of no other real estate broker, agent or finder other than
         the Brokers who represented Tenant in the original Lease who is
         entitled to any commission in connection with this

                                       10
<PAGE>

         Second Amendment. Landlord and Tenant each covenant and agree to
         defend, indemnify and hold the other harmless from and against any and
         all loss, liability, damage, claim, judgment, cost or expense
         (including, but not limited to, attorneys' fees and expenses and court
         costs) that may be incurred or suffered by the other because of any
         claim for any fee, commission or similar compensation with respect to
         the Second Amendment made by any broker, agent or finder except for
         Brokers claiming to have dealt with the indemnifying party whether or
         not such claim is meritorious. Landlord agrees to pay the commission
         due Brokers in connection with this Second Amendment pursuant to a
         separate written commission agreement.  The parties hereby acknowledge
         that Cushman & Wakefield of Georgia, Inc. has represented Tenant in
         this transaction and Equity Office Properties, L.L.C., has represented
         Landlord in this transaction.

         IN WITNESS WHEREOF,  Landlord and Tenant have duly executed this
Amendment as of the day and year first above written.


WITNESSES; ATTESTATION                 LANDLORD:First Capital Institutional Real
                                       Estate Ltd.-1

                                       BY:  EQUITY OFFICE HOLDINGS, L.L.C.,
                                       a Delaware limited liability company, as
                                       agent

                                       By:
                                            ------------------------------------
----------------------------------
Name (print): Angel Rivera             Name: Arvid Povilaitis
             ---------------------          ------------------------------------
                                       Title: V.P.
----------------------------------           -----------------------------------
Name (print): Timothy Holder           Date: 12/4/96
             ---------------------          ------------------------------------


                                       TENANT:   Railcar Management, Inc.,
                                       a Georgia corporation

                                       By:
                                          --------------------------------------
----------------------------------
Name (print): Jimmy Duckworth          Name: Debra DeWitt
             ---------------------          ------------------------------------
                                       Title:
----------------------------------           -----------------------------------
Name (print):                          Date: 12/4/96
             ---------------------          ------------------------------------

                                       11
<PAGE>

                                   EXHIBIT A

        This Exhibit is attached to and made a part of the Second Amendment
dated 12/4, 1996, by and between First Capital Institutional Real Estate Ltd.-1,
("Landlord"), by its agent Equity Office Holdings, L.L.C., a Delaware limited
liability company and Railcar Management, Inc., a Georgia corporation ("Tenant")
for space in the Building located at 1819 Peachtree Road, N.E. Atlanta, Georgia.

        The Expansion Space shall consist of 3,803 rentable square feet
described as Suite 315 located on the third (3rd) floor in the Building commonly
known as Peachtree Palisades East in the approximate location outlined below:









                                       12
<PAGE>

                                   EXHIBIT B

        This Exhibit is attached to and made a part of the Second Amendment
dated 12/4, 1996, by and between First Capital Institutional Real Estate Ltd.-1,
("Landlord"), by its agent Equity Office Holdings, L.L.C., a Delaware limited
liability company and Railcar Management, Inc., a Georgia corporation ("Tenant")
for space in the Building located at 1819 Peachtree Road, N.E. Atlanta, Georgia.


        The Offer Spaces shall consist of 8,625 rentable square feet located on
the second (2nd) floor and 1,061 rentable square feet located on the second
(2nd) floor and 2,689 rentable square feet located on the second (2nd) floor in
the Building commonly known as Peachtree Palisades East in the approximate
locations outlined below:









                                       13
<PAGE>

                                   EXHIBIT C


                              TURN-KEY WORK LETTER
                              --------------------


        This Exhibit is attached to and made a part of the Second Amendment
dated 12/4, 1996 by and between First Capital Institutional Real Estate Ltd. -
1, by its agent Equity Office Holdings, L.L.C., a Delaware limited liability
corporation ("Landlord") and Railcar Management, Inc., a Georgia corporation
("Tenant") for space in the Building located at 1819 Peachtree Road, Atlanta,
Georgia.


        1.       This Work Letter shall set forth the obligations of Landlord
and Tenant with respect to the preparation of the Premises and Expansion Space
for Tenant's occupancy.  All improvements described in this Work Letter to be
constructed in and upon the Premises and Expansion Space by Landlord are
hereinafter referred to as the "Landlord Work." It is agreed that construction
of the Landlord Work is intended to be "turn-key" and will be completed at
Landlord's sole cost and expense.  Notwithstanding the foregoing, Landlord and
Tenant acknowledge that Plans (hereinafter defined) for the Landlord Work have
not yet been priced and, therefore, it is impossible to determine the exact cost
of the Landlord Work at this time. Accordingly, Landlord and Tenant agree that
Landlord's obligation to pay for the cost of Landlord Work shall be limited to
Fifty-seven Thousand One Hundred Twenty-nine and 00/100 Dollars ($57,129.00)
(the "Maximum Amount") and that Tenant shall be responsible for the cost of
Landlord Work to the extent that it exceeds the Maximum Amount.  Landlord shall
enter into a direct contract for the Landlord Work with a general contractor
selected by Landlord; provided however, Landlord shall not commence construction
until Tenant has approved the final construction amount.  Notwithstanding the
foregoing, any delay in completion of Landlord Work as a result of Tenant's
non-approval of the final construction amount shall be deemed a Delay under this
Second Amendment.  In addition, Landlord shall have the right to select and\or
approve of any subcontractors used in connection with the Landlord Work.

        2.       Space planning, architectural and engineering (mechanical,
electrical and plumbing) drawings for the Landlord Work shall be prepared at
Landlord's sole cost and expense, provided that such costs shall be included in
the cost of Landlord Work for purposes of determining if the Maximum Amount is
exceeded.  The space planning, architectural and mechanical drawings are
collectively referred to herein as the "Plans".

        3.       Tenant shall furnish any requested information and approve or
disapprove any preliminary or final layout, drawings, or plans within five (5)
Business Days after written request.  Any disapproval shall be in writing and
shall specifically set forth the reasons for such disapproval.  Tenant and
Tenant's Architect shall devote such time in consultation with Landlord and
Landlord's engineer as may be required to provide all information Landlord deems
necessary in order to enable Tenant's Architect and engineer to complete, and
obtain Tenant's written approval of the Plans for the Landlord Work by not later
than  November 11, 1996 (the "Plans Due Date").  In the event that Tenant fails
to approve the Plans by the Plans Due Date, Tenant shall be responsible for one
(1) day of Delay (as defined in the Lease) for each day during the period
beginning on the day following the Plans Due Date and ending on the date Tenant
approves the Plans.

        4.       Prior to commencing any construction of Landlord Work, Landlord
shall submit to Tenant a written estimate setting forth the anticipated cost of
the Landlord Work, including but not limited to labor and materials,
contractor's fees and permit fees.  Within five (5) business days thereafter,
Tenant shall either notify Landlord in writing of its approval of the cost
estimate, or specify its objections thereto and any desired changes to the
proposed Landlord Work.  In the event Tenant notifies Landlord of such
objections and desired changes, Tenant shall work with Landlord to reach a
mutually acceptable alternative cost estimate.

        5.       In the event Landlord's estimate and/or the actual cost of
construction shall exceed the Maximum Amount (such amounts exceeding the Maximum
Amount being herein referred to as the "Excess Costs"), Tenant shall pay to
Landlord such Excess Costs, to the extent actually incurred, upon demand,
provided Landlord notifies Tenant of any Excess Costs to be incurred prior to
performance of the related Landlord Work.  In the event the Maximum Amount
exceeds the cost of Landlord Work, any remaining Maximum Amount shall be applied
to Tenant's Base Rental.  The statements of costs submitted to Landlord by
Landlord's contractors shall be conclusive for purposes of determining the
actual cost of the items described therein.  The amounts payable hereunder
constitute Rent payable pursuant to the Lease, and the failure to timely pay
same constitutes an event of default under the Lease.

        6.       If Tenant shall request any change, addition or alteration in
any of the Plans after approval by Landlord and Tenant, Landlord shall have such
revisions to the drawings prepared, and Tenant shall reimburse Landlord for the
cost thereof upon demand to the extent that the cost of performing such revision
cause the cost of Landlord Work to exceed the Maximum Amount.  Promptly upon
completion of the revisions, Landlord shall notify Tenant in writing of the
increased cost, if any, which will be chargeable to Tenant by reason of such
change, addition or deletion.  Tenant shall, within three (3) business days,

                                       14
<PAGE>

notify Landlord in writing whether it desires to proceed with such change,
addition or deletion.  In the absence of such written authorization, Landlord
shall have the option to continue work on the Premises and Expansion Space
disregarding the requested change, addition or alteration, or Landlord may elect
to discontinue work on the Premises until it receives notice of Tenant's
decision, in which event Tenant shall be responsible for any Delay in completion
of the Premises and Expansion Space resulting therefrom.  In the event such
revisions result in a higher estimate of the cost of construction and/or higher
actual construction costs which exceed the Maximum Amount, such increased
estimate or costs shall be deemed Excess Costs pursuant to Paragraph 5 hereof
and Tenant shall pay such Excess Costs to the extent actually incurred upon
demand.

        7.       Following approval of the Plans and the payment by Tenant of
the required portion of the Excess Costs, if any, Landlord shall cause the
Landlord Work to be constructed substantially in accordance with the approved
Plans.  Landlord shall notify Tenant of the estimated date for substantial
completion of the Landlord Work.

        8.       Notwithstanding anything herein to the contrary, Landlord shall
enforce against contractor all terms and conditions of Landlord's construction
contract with contractor prior to imposing Excess Costs on Tenant.

        9.       This Exhibit C shall not be deemed applicable to any additional
space added to the Original Premises or Expansion Space at any time or from time
to time, whether by any options under the Lease or otherwise, or to any portion
of the Original Premises or Expansion Space or any additions to the Premises in
the event of a renewal or extension of the Extended Term of this Second
Amendment, whether by any options under the Lease or otherwise, unless expressly
so provided in the Lease, the Second Amendment or any subsequent amendment or
supplement to the Lease.

        IN WITNESS WHEREOF,  Landlord and Tenant have duly executed this Second
Amendment as of the day and year first above written.

ATTEST:                                LANDLORD: FIRST CAPITAL INSTITUTIONAL
                                       REAL ESTATE LTD-1, a Delaware limited
                                       liability company

                                       BY:  EQUITY OFFICE HOLDINGS, L.L.C.,
                                       a Delaware limited liability company, as
                                       agent

                                       By:
                                            ------------------------------------
----------------------------------
Name (print): Angel Rivera             Name: Arvid Povilaitis
             ---------------------          ------------------------------------
                                       Title: V.P.
----------------------------------           -----------------------------------
Name (print): Timothy Holder           Date: 12/4/96
             ---------------------          ------------------------------------


                                       TENANT:   Railcar Management, Inc.,
                                       a Georgia corporation

                                       By:
                                          --------------------------------------
----------------------------------
Name (print): Jimmy Duckworth          Name: Debra DeWitt
             ---------------------          ------------------------------------
                                       Title:
----------------------------------           -----------------------------------
Name (print):                          Date: 12/4/96
             ---------------------          ------------------------------------


                                      15