<PAGE>   1
                                                                   EXHIBIT 10.51

                                    GALLERIA
                                     ATLANTA
                             OFFICE LEASE AGREEMENT

                              ELTRAX SYSTEMS, INC.



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                      Page
<S>                       <C>    <C>                                                 <C>
PARAGRAPH                 1      TERM AND POSSESSION                                    1
                          2      MONTHLY RENTAL                                         2
                          3      SECURITY DEPOSIT                                       7
                          4      OCCUPANCY AND USE                                      7
                          5      COMPLIANCE WITH LAWS                                   7
                          6      ALTERATIONS                                            8
                          7      REPAIR                                                 9
                          8      LIENS                                                  9
                          9      ASSIGNMENT AND SUBLETTING                              9
                          10     INSURANCE AND INDEMNIFICATION                          10
                          11     WAIVER OF SUBROGATION                                  11
                          12     SERVICE AND UTILITIES                                  12
                          13     ESTOPPEL CERTIFICATE                                   14
                          14     HOLDING OVER                                           14
                          15     SUBORDINATION                                          15
                          16     RE-ENTRY BY LANDLORD                                   15
                          17     INSOLVENCY OR BANKRUPTCY                               15
                          18     DEFAULT AND REMEDIES                                   16
                          19     DAMAGE BY FIRE                                         18
                          20     CONDEMNATION                                           19
                          21     SALE BY LANDLORD                                       20
                          22     RIGHT OF LANDLORD TO PERFORM                           20
                          23     SURRENDER OF PREMISES                                  20
                          24     WAIVER                                                 20
                          25     NOTICES                                                21
                          26     CERTAIN RIGHTS RESERVED TO LANDLORD                    21
                          27     ABANDONMENT                                            22
                          28     SUCCESSORS AND ASSIGNS                                 22
                          29     ATTORNEY'S FEES                                        22
                          30     CORPORATE AUTHORITY                                    22
                          31     MORTGAGE APPROVALS                                     22
                          32     MISCELLANEOUS                                          22
                          33     LANDLORD'S LIEN                                        23
                          34     QUIET ENJOYMENT                                        23
                          35     LANDLORD'S LIABILITY                                   23
                          36     RIGHT TO RELOCATE                                      24
                          37     NO ESTATE                                              24
                          38     LEASE EFFECTIVE DATE                                   24
                          39     RULES AND REGULATIONS                                  24
                          40     SPECIAL STIPULATIONS                                   24
                          41     GUARANTY                                               24
                          42     CONDITION                                              24
                          43     BROKERAGE COMMISSIONS                                  24
                          44     EXCULPATION                                            25
EXHIBIT                   A      RULES AND REGULATIONS
                          B      WORK LETTER AGREEMENT
                          C      ESTOPPEL CERTIFICATE
                          D      FLOOR PLAN OF DEMISED PREMISES
                          E      SPECIAL STIPULATIONS
                          G      INSURANCE
</TABLE>






<PAGE>   2




                                    GALLERIA
                                     ATLANTA

                             OFFICE LEASE AGREEMENT

         THIS LEASE is made as of the 20th day of September, 1999 between
Galleria 400, LLC (hereinafter called "Landlord") and Eltrax Systems, Inc.
(hereinafter called "Tenant").

                                  WITNESSETH:

         Landlord hereby leases to Tenant and Tenant hereby leases from Landlord
those premises (hereinafter called "Premises") shown on Exhibit "D" attached
hereto and made a part thereof, being located in Atlanta Galleria Office Tower
No. 400, a multistory office building (the "Building") constructed on a parcel
of land (the "Property") bounded by I-285 on the North, I-75 on the East, U.S.
41 on the West and Akers Mill Road on the South.

PREMISES:        Atlanta Galleria-Office Tower No. 400
                 400 Galleria Parkway
                 Atlanta, Cobb County, Georgia
                 Square Feet: 48,859 Suite Number: 200 and 300
                 Floor(s): 2nd and 3rd

1. TERM AND      1. (a)  The term of this Lease as to the portion of the
   POSSESSION.   Premises located on the 3rd floor of the Building (the "3rd
                 Floor") shall begin on the earlier to occur of the following
                 (the "3rd Floor Commencement Date"): (i) February 1, 2000 or
                 (ii) the date Tenant takes possession of all or a portion of
                 the 3rd Floor (except for the purpose of installing Tenant's
                 improvements, equipment and similar items). The term of this
                 Lease as to the portion of the Premises located on the 2nd
                 floor of the Building (the "2nd Floor") shall begin on the
                 earlier to occur of the following (the "2nd Floor Commencement
                 Date"): (i) February 1, 2000 or (ii) the date Tenant takes
                 possession of all or a portion of the 2nd Floor (except for the
                 purpose of installing Tenant's improvements, equipment and
                 similar items). The term of this Lease (the "Lease Term") shall
                 extend from the 3rd Floor Commencement Date and the 2nd Floor
                 Commencement Date as set forth above and shall continue for One
                 Hundred Twenty (120) months (or until sooner terminated as
                 provided herein) from the latter to occur of the 2nd Floor
                 Commencement Date or the 3rd Floor Commencement Date (such
                 latter date being hereinafter referred to as the "Final
                 Commencement Date"), except that if such Final Commencement
                 Date is other than the first day of a calendar month, the Lease
                 Term shall be extended for the remainder of that calendar
                 month. The first lease year of the Lease Term shall therefore
                 extend from the earlier to occur of the 2nd Floor Commencement
                 Date and the 3rd Floor Commencement Date (such earlier date
                 being hereinafter referred to as the "Initial Commencement
                 Date") to the first anniversary of the Final Commencement Date
                 (unless the Final Commencement Date is other than the first day
                 of a calendar month, in which event the first lease year shall
                 extend for the remainder of that calendar month). Unless
                 otherwise expressly stated herein, any reference in this Lease
                 to the "Commencement Date" shall be deemed to mean the Initial
                 Commencement Date.

                    (b) The Completion Date as to the 3rd Floor or the 2nd
                 Floor, as the case may be, shall be the earlier of (i) the
                 date upon which such portion of the Premises have been
                 substantially completed in accordance with the plans and
                 specifications of Landlord (other than any work which cannot be
                 completed on such date provided such incompletion will not
                 substantially interfere with Tenant's use of the Premises), or
                 (ii) the date on which Tenant takes possession of a portion of
                 or all of such portion of the Premises except for purposes of
                 installing Tenant's improvement's, equipment and similar items;
                 provided, however, that if Landlord shall be delayed in such
                 substantial completion as a result of any of the following
                 (each, a "Tenant Delay"): (1) Tenant's failure to agree to
                 plans, specifications, or cost estimates before the dates
                 referred to in the Work Letter Agreement attached hereto as
                 Exhibit "B" and made a part hereof; (2) Tenant's request for
                 materials, finishes or installations other than Landlord's
                 standard provided Landlord notifies Tenant that such materials,
                 finishes or installations may






<PAGE>   3


                 cause a delay; (3) Tenant's changes in plans after Landlord's
                 and Tenant's approval thereof in accordance with the provisions
                 of Exhibit "B" hereto; or (4) the physical interference with
                 Landlord's completion of the Premises by a party employed by
                 Tenant provided Landlord gives prompt notice of such delay to
                 Tenant, the Completion Date and the payment of rent hereunder
                 shall be accelerated by the number of days of such delay, but
                 in no event prior to February 1, 2000.

                    (c) Landlord agrees to perform the "Building Standard Work"
                 or "Building Nonstandard Work" in the Premises as provided in
                 the Work Letter Agreement (the "Landlord's Work") with
                 diligence, subject to events and delays due to causes beyond
                 its reasonable control. The Premises shall be deemed
                 substantially completed and possession delivered when Landlord
                 has substantially completed the work to be constructed or
                 installed pursuant to the provisions of the Work Letter
                 Agreement, subject only to the completion of items on
                 Landlord's punch list (and exclusive of the installation of all
                 telephone and other communications facilities and equipment and
                 other finish work to be performed by or for Tenant), and a
                 certificate of occupancy has been issued for the Premises
                 permitting Tenant to occupy and use the Premises. Tenant shall
                 have the right to install Tenant's improvements and equipment
                 in the Premises while Landlord is performing the Landlord's
                 Work, so long as such installation by Tenant shall not
                 interfere with Landlord's completion of the Landlord's Work.

                    (d)  The taking of possession by Tenant shall be deemed
                 conclusively to establish that the Building, other
                 improvements, and the Premises have been completed in
                 accordance with the plans and specifications and are in good
                 and satisfactory condition as of when possession was so taken,
                 subject to punchlist items, and to latent defects identified by
                 Tenant within ninety (90) days after the Commencement Date.

2. MONTHLY       2. (a)  Tenant shall pay to Landlord throughout the term of
   RENTAL.       this Lease annual rental payable in equal monthly rental
                 installments in advance on the first day of each month during
                 every year of the term hereby demised in lawful money of the
                 United States, without deduction or offset whatsoever, to
                 Landlord or to such other firm as Landlord may from time to
                 time designate in writing in the following amounts:.

<TABLE>
<CAPTION>
                             Rent Per Rentable
Lease Year                      Square Foot      Annual Rent      Monthly Rent
----------                      -----------      -----------      ------------
<S>                         <C>                  <C>             <C>
One

  (I) PRIOR TO FINAL
      COMMENCEMENT DATE             25.00          614,650.00       51,220.83

 (II) ON AND AFTER FINAL
      COMMENCEMENT DATE             25.00        1,221,475.00      101,789.58
Two                                 25.60        1,250,790.40      104,232.53
Three                               26.20        1,280,105.80      106,675.48
Four                                26.80        1,309,421.20      109,118.43
Five                                27.40        1,338,736.60      111,561.38
Six                                 28.00        1,368,052.00      114,004.33
Seven                               28.60        1,397,367.40      116,447.28
Eight                               29.20        1,426,682.80      118,890.23
Nine                                29.80        1,455,998.20      121,333.18
Ten                                 30.40        1,485,313.60      123,776.13
</TABLE>



                                       2
<PAGE>   4
              notwithstanding the foregoing, rent during the period from the
              Initial Commencement Date to the day immediately preceding the
              Final Commencement Date shall be reduced by $16,770.00 per month,
              and rent during the period on and after the Final Commencement
              Date through april 30, 2000 shall be reduced by $33,540.00 per
              month (with such amounts being prorated for partial months, if
              any); provided, however, that the rent reduction provided in this
              sentence shall not extend beyond april 30, 2000 regardless of the
              date that the 3rd Floor commencement date and the 2nd Floor
              Commencement Date actually occur.

              Until notified otherwise, Tenant shall submit all payments to the
              following address:
                   Childress Klein/Galleria 400, LLC
                   Post Office Box 932072
                   Atlanta, GA 31193-2072
              Said rental is subject to adjustments as provided herein below. If
              this Lease commences on a day other than the first day of a
              calendar month, the monthly rental for the fractional month shall
              be appropriately prorated.

                     (b) Tenant recognizes that late payment of any rent or
              other sum due hereunder from Tenant to Landlord will result in
              administrative expense to Landlord, the extent of which additional
              expense is extremely difficult and economically impractical to
              ascertain. Tenant therefore agrees that if rent or any other
              payment due hereunder from Tenant to Landlord remains unpaid ten
              (10) days after said amount is due, the amount of such unpaid rent
              or other payment shall be increased by a late charge to be paid to
              Landlord by Tenant in an amount equal to five percent (5%) of the
              amount of the delinquent rent or other payment. The amount of the
              late charge to be paid to Landlord by Tenant for any month shall
              be computed on the aggregate amount of delinquent rents and other
              payments, including all accrued late charges then outstanding, and
              shall be deemed to be rental for all purposes hereunder. Tenant
              agrees that such amount is a reasonable estimate of the loss and
              expense to be suffered by Landlord as a result of such late
              payment by Tenant and may be charged by Landlord to defray such
              loss and expense. The provisions of this paragraph in no way
              relieve Tenant of the obligation to pay rent or other payments on
              or before the date on which they are due, nor do the terms of this
              paragraph in any way affect Landlord's remedies pursuant to
              Paragraph 18 of this Lease in the event said rent or other payment
              is unpaid after the date due. Notwithstanding the foregoing,
              Tenant shall not be required to pay a late charge for the first
              late payment during each calendar year for which such late payment
              would otherwise be due.

                     (c) The monthly rental payable hereunder shall be subject
              to adjustment each calendar year during the term of this Lease,
              commencing January 1, 2001, in the following manner:

                            (i)   Tenant shall pay to Landlord as additional
                     rent Tenant's proportionate share of the amount by which
                     the Direct Operating Expenses (as hereinafter defined)
                     incurred by Landlord in the operation of the Building
                     during each calendar year of the Lease Term exceeds the
                     Direct Operating Expenses for the base year 2000
                     (hereinafter called the "Base Year"). Tenant's
                     Proportionate Share of Direct Operating Expenses (as
                     hereinafter defined) shall be prorated on a daily basis
                     using a 365-day calendar year, as necessary for any year
                     during which this Lease is in effect for less than the full
                     twelve month calendar year. Direct Operating Expenses
                     shall be calculated on an accrual basis, using a method
                     consistent with the Base Year calculation method. For the
                     purpose of estimating the Direct Operating Expenses during
                     each subsequent year after the Base Year, Landlord shall
                     reasonably estimate such expenses (assuming ninety-five
                     percent (95%) occupancy of the Building if the actual
                     occupancy is less than ninety-five percent) based on the
                     actual Direct Operating Expenses for the preceding year and
                     any then-known cost changes or additional expenses which
                     can be reasonably anticipated to occur within the year for
                     which such expenses are estimated. Notwithstanding anything
                     contained in this Lease to the contrary, for purposes of
                     determining Direct Operating Expenses for the Base Year and
                     each calendar year subsequent to the Base Year, in the
                     event actual occupancy of the Building is less than
                     ninety-five percent (95%) during any calendar year, the
                     actual Direct Operating Expenses, including taxes, for such
                     calendar year shall be increased to the amount which
                     Landlord reasonably estimates would have been incurred for
                     such calendar year had the occupancy of the Building been
                     ninety-five percent (95%) throughout such year and had the
                     Building been fully assessed for property tax purposes as a
                     completed building, and the amount so estimated shall be
                     deemed to be the Direct Operating Expenses for such
                     calendar year.


                                       3
<PAGE>   5






                            (ii)  "Tenant's Proportionate Share of Direct
                     Operating Expenses" shall mean, for each calendar year (or
                     portion thereof), the product of (i) the Operating Expense
                     Amount (defined below) multiplied by (ii) a fraction, the
                     numerator of which is the number of square feet contained
                     in the Premises (48,859) and the denominator of which is
                     the number of rentable square feet contained in the
                     Building (432,402). As used herein, the "Operating Expense
                     Amount" shall mean, for each calendar year (or portion
                     thereof), the amount by which the Direct Operating
                     Expenses (defined below) exceeds the Base Year's Direct
                     Operating Expenses.

                            (iii) For purposes of this Lease, the term "Direct
                     Operating Expenses" shall consist of all "Operating Costs"
                     (as hereinafter defined) for the Building, and the
                     Building's share of all Operating Costs for any parking
                     area and common area serving the Building, and the Property
                     (the Building, the parking area, the common area and the
                     Property being hereinafter referred to collectively as the
                     "Project"). For purposes of this Lease, the term "Operating
                     Costs" shall mean all reasonable expenses, costs and
                     disbursements computed on the accrual basis, incurred or
                     paid in connection with the operation, maintenance and
                     repair of the Project, including, but not limited to the
                     following:

                            a. Building personnel costs, including, but not
                            limited to, salaries, wages, fringe benefits, social
                            security taxes and other direct and indirect costs
                            of Senior Property Manager, Engineering Manager,
                            Building Manager, Accounting Manager, Construction
                            Manager, Promotions Manager, Security Manager, and
                            each department's supporting personnel and
                            administrative assistants, engineers, construction
                            department, superintendents, watchmen, porters and
                            any other personnel engaged in the operation and
                            maintenance of the Project and associated overhead.


                            b. The cost of all supplies, tools, equipment and
                            materials used in the operation and maintenance of
                            the Project, except that the cost of motor vehicles
                            or other similar heavy equipment shall be amortized
                            over its useful life.

                            c. The cost of water, sewer, gas, heating, lighting,
                            ventilation, electricity, air conditioning, and any
                            other utilities supplied or paid for by Landlord for
                            the Project (and not for any individual tenant) and
                            the costs of maintaining the systems supplying the
                            same, including, but not limited to, any utility and
                            service costs incurred by Landlord.

                            d. The cost of all agreements for maintenance and
                            service of the Project (and not for any individual
                            tenant) and the equipment therein, including, but
                            not limited to, agreements relating to security
                            service, window cleaning, elevator maintenance,
                            chiller maintenance, Building management, janitorial
                            service, pest control and landscaping maintenance.

                            e. The cost of maintaining sprinkler systems, fire
                            extinguishers and fire hoses, emergency systems and
                            equipment that may be now or hereafter required by
                            the Americans With Disabilities Act (except as
                            provided in Subparagraph 5(c) of this Lease), and
                            the cost of all security services and protective
                            services or devices rendered to or in connection
                            with the Project or any part thereof; any costs
                            incurred in order to comply with all changes to
                            governmental laws, statutes, ordinances, rules,
                            regulations or requirements currently in effect, all
                            changes in interpretation of governmental laws,
                            statutes, ordinances, rules, regulations or
                            requirements currently in effect, and all future
                            governmental laws, statutes, ordinances, rules,
                            regulations or requirements; and the costs incurred
                            in order to comply with requirements of any insurer
                            or mortgagee, where such requirements concern safety
                            or structural features of the Building and are
                            commercially reasonable in light of requirements
                            generally imposed in the insurance or real estate
                            lending industries with respect to similar
                            buildings.

                            f. Insurance premiums for insurance for the Project
                            maintained by Landlord hereunder, including, but not
                            limited to, premiums for insurance maintained


                                       4
<PAGE>   6
                            by Landlord, business interruption or rental
                            abatement insurance, garage keeper's insurance, and
                            liability insurance.

                            g. The cost of repairs and general maintenance of
                            the Project (excluding repairs, alterations and
                            general maintenance paid by proceeds of insurance or
                            attributable solely to tenants of the Project other
                            than Tenant, but including deductibles paid by
                            Landlord), including, but not limited to: any
                            management fees charged by Landlord in an amount not
                            to exceed the greater of (i) five percent (5%), or
                            (ii) the percentage charged for the Base Year, of
                            the Project revenues; promotional or seasonal
                            expenses; maintenance and cleaning of common areas
                            and facilities; lawn mowing, gardening, landscaping,
                            and irrigation of landscaped areas; line painting,
                            pavement repair and maintenance, sweeping, and
                            sanitary control; removal of snow, trash, rubbish,
                            garbage, and other refuse; the cost of personnel to
                            implement such services, to direct parking, and to
                            patrol the common areas; the cost of exterior and
                            interior painting of common areas; all maintenance
                            and repair costs; and the cost of maintenance of
                            sewers and utility lines.

                            h. The amortization amount (including interest at a
                            market rate generally available to owners of similar
                            buildings for similar alterations or improvements)
                            necessary to amortize the cost of capitalized
                            alterations or improvements to the Project,
                            including, but not limited to, the replacement of
                            existing furniture, fixtures, equipment or systems
                            that have become obsolete or do not function
                            efficiently and effectively or as they were
                            originally intended for a first class office
                            building or are intended to reduce or control
                            Operating Expenses. The amortization period selected
                            by the Landlord shall reflect the useful life of the
                            alteration or improvement.

                            i. All taxes, assessments, and governmental or other
                            charges, general or special, ordinary or
                            extraordinary, foreseen or unforeseen (including,
                            but not limited to, Community Improvement District
                            assessments), which are levied, assessed, or
                            otherwise imposed against the Project, street
                            lights, personal property or rents, or on the right
                            or privilege of leasing the Project, collecting
                            rents therefrom or parking vehicles thereon, by any
                            federal, state, county, or municipal government or
                            by any special sanitation district or by any other
                            governmental or quasi-governmental entity that has
                            taxing or assessment authority, and any other taxes
                            and assessments, together with any interest and
                            penalties thereon (unless resulting from Landlord's
                            failure to pay such amount when due), attributable
                            to the Project or its operation (herein collectively
                            called the "Impositions"), but exclusive of federal,
                            state and local income taxes of Landlord (and any
                            other tax imposed or measured by Landlord's income
                            or profits), inheritance taxes, franchise taxes,
                            estate taxes, gift taxes, transfer taxes, excess
                            profit taxes and any taxes imposed in lieu of such
                            taxes. If at any time during the Lease Term, the
                            present method of taxation or assessment shall be so
                            changed that the whole or any part of the
                            Impositions now levied, assessed or imposed on real
                            estate and the improvements thereon shall be
                            discontinued and as a substitute therefor, or in
                            lieu of and in addition thereof, taxes, assessments,
                            levies, impositions or charges shall be levied,
                            assessed and/or imposed wholly or partially as a
                            capital levy or otherwise on the rents received from
                            the Project or the rents reserved herein or any part
                            thereof, then such substitute or additional taxes,
                            assessments, levies, impositions or charges, to the
                            extent so levied, assessed or imposed, shall be
                            deemed to be included within the Impositions and the
                            operating costs. Tenant will be responsible for ad
                            valorem taxes on its personal property.

                            j. All assessments (if any) assessed against the
                            Project during the Lease Term pursuant to any
                            protective covenants, easement agreements or common
                            area maintenance agreements now or hereafter of
                            record against the Project including, but not
                            limited to, any common area maintenance charges
                            assessed pursuant to that certain Common Area
                            Maintenance Agreement dated July 2, 1985, as said
                            Agreement has been and may be amended from time to
                            time.

                                       5
<PAGE>   7
                            k. Reasonable fees of accountants, attorneys and
                            other consultants, professionals or advisors
                            incurred by Landlord with respect to operational
                            issues at the Project and for the benefit of
                            tenants in the Building as a whole.

                            1. Any other costs or expenses incurred by Landlord
                            in the operation of the Project that would be
                            considered an expense of maintaining, operating or
                            repairing the Project, all such costs and expenses
                            being recorded on an accrual basis in accordance
                            with accepted principles of sound management and
                            accounting practices applicable to first class
                            office building complexes and consistently applied.

                            Direct Operating Expenses shall not include the
                            following items:

                                   Leasing commissions, finders' fees, brokerage
                            fees, and costs and fees incurred with the
                            negotiation of leases (but not management fees);
                            Costs of marketing the Building; Costs (including
                            legal fees) incurred by Landlord in enforcing the
                            terms of any tenant lease; Rent under any ground
                            leases; Costs of furnishing services to other
                            tenants or occupants to the extent that such
                            services are in excess of services Landlord offers
                            to all tenants at Landlord's expense; Lease takeover
                            costs incurred by Landlord in connection with leases
                            at the Property; Costs and expenses of the sale of
                            all or any portion of the Property; Costs incurred
                            by Landlord with respect to repairs, goods and
                            services (including utilities sold and supplied to
                            tenants and occupants of the Property) to the extent
                            that Landlord is entitled to reimbursement for such
                            costs from the tenants; Interest, points and fees on
                            debt or amortization or for any mortgage or
                            mortgages encumbering the Property, or any part
                            thereof, and all principal and other sums incurred
                            in respect to any indebtedness (whether or not
                            secured by a mortgage lien) and on any equity
                            participations of any lender or landlord, and all
                            costs incurred in connection with any financing,
                            refinancing or syndication of the Property, or any
                            part thereof; Costs of the original construction of
                            the Property; Income, franchise, transfer,
                            inheritance, capital stock, estate, franchise,
                            profit or gift taxes; Costs of repairs or
                            replacements incurred by reason of fire or other
                            casualty or condemnation in excess of the insurance
                            deductible; Costs for performing tenant
                            installations for any individual tenant or for
                            performing work or furnishing services to or for
                            individual tenant.


                            (iv)  Nothing contained in this Section shall imply
                     any duty on the part of Landlord to pay any expense or
                     provide any service not otherwise imposed by the express
                     terms of this Lease.

                            (v)   On or about December 31 of each calendar year
                     during the Lease Term, Landlord shall estimate the amount
                     of Direct Operating Expenses and Tenant's Proportionate
                     Share of Direct Operating Expenses for the ensuing calendar
                     year or (if applicable) fractional part thereof and notify
                     Tenant in writing of such estimate. Such estimate shall be
                     made by Landlord in the exercise of its discretion, and
                     shall not be subject to dispute by Tenant. The amount of
                     additional rent specified in such notification shall be
                     paid by Tenant to Landlord in equal monthly installments in
                     advance on the first day of each month of such ensuing
                     calendar year, at the same time and in the same manner as
                     base rent.

                            (vi)  Within One Hundred Twenty (120) days after
                     December 31 of any calendar year during the Lease Term for
                     which additional rent is due under this Section, Landlord
                     shall advise Tenant in writing, of the amount of actual
                     Direct Operating Expenses for such calendar year. If the
                     Direct Operating Expenses for such calendar year prove to
                     be greater than the amount previously estimated, Landlord
                     shall invoice Tenant for the deficiency as soon as
                     practicable after the amount of underpayment has been
                     determined, and Tenant shall pay such deficiency to
                     Landlord within thirty (30) days following its receipt of
                     such invoice. If, however, Direct Operating Expenses for
                     such calendar year are lower than the amount previously
                     estimated, Tenant shall receive a credit (or in the event
                     the term of this Lease has then expired, Tenant shall
                     receive a cash refund) toward the next ensuing monthly
                     payment or payments of the estimated amount of Tenant's
                     Proportionate Share of Direct Operating Expenses in the
                     amount of such overpayment until depleted, but in no

                                       6
<PAGE>   8




                     event shall Tenant's Proportionate Share of Direct
                     Operating Expenses be deemed to be less than zero.

                            (vii) Tenant may audit Landlord once a year (for the
                     previous year only) for the purpose of ascertaining whether
                     Landlord is in compliance with this Lease regarding the
                     calculation of Direct Operating Expenses. Tenant shall give
                     reasonable notice of the audit and a certified public
                     accounting firm shall conduct the audit at the Landlord's
                     office in a manner which is not unreasonably disruptive to
                     Landlord's business. In the event any such audit reveals
                     that Landlord's evaluation of Direct Operating Expenses for
                     the Building exceeds actual Direct Operating Expenses for
                     the Building by more than 10%, Landlord shall promptly (but
                     not later than 30 days following demand by Tenant)
                     reimburse Tenant for the reasonable costs of the audit.
                     In addition, Landlord shall remit to Tenant the amount
                     of any overcharge to Tenant.

3. SECURITY   3. Tenant shall deposit with Landlord on or before the Fifth
   DEPOSIT.   (5th) anniversary of the Final Commencement Date the sum equal to
              the monthly rent due under this Lease for the full calendar month
              of the Lease Term commencing on such fifth (5th) anniversary of
              The Final Commencement Date, which sum shall be held by Landlord,
              without obligation for interest, as security for the full, timely
              and faithful performance of Tenant's covenants and obligations
              under this Lease. It is understood and agreed that such deposit is
              not an advance rental deposit or prepayment of the last month's
              rent due hereunder, and is not a measure of Landlord's damages in
              case of Tenant's default. Upon the occurrence of any default or
              event of default by Tenant not cured within any applicable cure
              period provided for in this Lease, Landlord may, from time to
              time, without prejudice to any other remedy provided herein or
              provided by law, use such funds to the extent necessary to make
              good any arrears of rent or other payments due Landlord hereunder,
              and any other damage, injury, expense or liability caused by any
              event of Tenant's default; and Tenant shall pay to Landlord on
              demand the amount so applied in order to restore the security
              deposit to its original amount. Although the security deposit
              shall be deemed the property of Landlord, any remaining balance of
              such deposit shall be returned by Landlord to Tenant or Tenant's
              last permitted assignee at such time not to exceed thirty (30)
              days after termination of this Lease when Landlord shall have
              determined that all Tenant's obligations under this Lease have
              been fulfilled. Landlord shall not be required to keep any
              security deposit separate from its general funds. Upon the
              occurrence of any events of default or default as described in
              this Lease not cured within any applicable cure period provided
              for in this Lease, said security deposit shall become due and
              payable to Landlord. Subject to the other terms and conditions
              contained in this Lease, if the Building is conveyed by Landlord,
              said deposit may be turned over to Landlord's grantee, and if so
              and to the extent such grantee assumes or is otherwise bound by
              Landlord's obligations with respect thereto, Tenant hereby
              releases Landlord from any and all liability with respect to said
              deposit and its application or return.

4. OCCUPANCY  4. (a) Tenant shall use and occupy the Premises for general office
   AND USE.   purposes (which, for purposes hereof, may include computer testing
              and maintenance and operation of a help center twenty-four (24)
              hours a day, seven (7) days a week) and for no other use or
              purpose without the prior written consent of Landlord.

                 (b) Tenant shall not do or permit anything to be done in or
              about the Premises which will in any way obstruct or interfere
              with the rights of other tenants or occupants of the Building or
              injure or annoy them, nor use or allow the Premises to be used for
              any improper, immoral, unlawful, or objectionable purposes or for
              any business, use or purpose deemed to be disreputable or
              inconsistent with the operation of a first class office building,
              nor shall Tenant cause or maintain or permit any nuisance in, on,
              or about the Premises (Landlord acknowledges that Eltrax Systems,
              Inc.'s use of the Premises for the purposes set forth above shall
              not in and of itself be deemed a violation of this Paragraph).
              Tenant shall not commit or suffer the commission of any waste in,
              on, or about the Premises.

5. COMPLIANCE 5. (a) Tenant shall not use the Premises or permit anything to be
   WITH LAWS. done in or about the Premises which will in any way conflict with
              any law, statute, ordinance, or governmental rule, regulation or
              requirement now in force or which may hereafter be enacted or
              promulgated. Tenant shall not do or permit anything to be done on
              or about the Premises or bring or keep anything therein which will
              in any way increase the rate of any insurance upon the Building in
              which the Premises are situated or any of its contents or cause a
              cancellation of said insurance or otherwise affect said insurance
              in any manner, and Tenant shall at its sole cost and expense
              promptly comply with all laws, statutes, ordinances, and
              governmental rules,

                                       7
<PAGE>   9


                   regulations, or requirements now in force or which may
                   hereafter be in force and with the requirements of any board
                   of fire underwriters or other similar body now or hereafter
                   constituted relating to or affecting the condition, use, or
                   occupancy of the Premises. Notwithstanding anything contained
                   in this paragraph to the contrary, Tenant shall not be
                   responsible for ensuring that the common areas of the
                   Building comply with applicable laws.

                        (b) Tenant shall not use, handle, store, deal in,
                   discharge, or fabricate any Hazardous Materials (as herein
                   defined) on or about the Premises, except for ordinary office
                   cleaning supplies and solvents (in amounts customarily
                   stored in offices), all of which shall be handled, stored
                   and discharged only in accordance with all applicable laws,
                   rules, ordinances and regulations. Tenant shall indemnify
                   Landlord (and anybody claiming by, through, or under
                   Landlord) from and against any and all claims, damages,
                   losses, costs, and expenses (including reasonable attorneys'
                   fees and court costs) incurred by Landlord or anybody
                   claiming by, through, or under Landlord as a result of the
                   existence of any Hazardous Materials on or about the Premises
                   or any environmental problems relating to the Premises to the
                   extent caused by or related to the delivery, deposit or
                   creation of Hazardous Materials on or about the Premises
                   during the term of this Lease by Tenant or Tenant's agents,
                   employees, contractors or invitees.  As used herein,
                   "Hazardous Materials" means any petroleum or chemical liquids
                   or solids, liquid or gaseous products, contaminants, oils,
                   radioactive materials, asbestos, PCB's, ureaformaldhyde, or
                   any toxic or hazardous waste or hazardous substances, as
                   those terms are used in (A) the Resources Conservation
                   Recovery Act, as amended by the Hazardous and Solid Waste
                   Amendments of 1984, 42 U.S.C. ss. 6901 et seq.; (B) the
                   Comprehensive Environmental Response, Compensation, and
                   Liability Act of 1980, as amended by the Superfund Amendments
                   and Reauthorization Act of 1986, 42 U.S.C. ss. 9601 et seq.;
                   (C) the Clean Water Act, 33 U.S.C. ss. 1251 et seq.; (D) the
                   Toxic Substances and Control Act, 15 U.S.C. ss. 2601 et seq.;
                   (E) the Clean Air Act, 42 U.S.C. ss. 7401 et seq.; (F) any
                   and all applicable environmental laws and regulations of the
                   State of Georgia; and (G) any and all other applicable
                   federal, state or local law or regulation governing hazardous
                   substances or workplace health or safety, as such laws may be
                   amended from time to time (collectively, the "Environmental
                   Laws").

                         (c) Landlord represents, to Landlord's actual
                   knowledge, that the Building is in compliance with the
                   existing provisions of the Americans With Disabilities
                   Act as currently interpreted and that there are no Hazardous
                   Materials on the Property in violation of any applicable
                   environmental laws and regulations. Landlord shall be
                   responsible for the Premises and the Building common areas
                   being in compliance on the 2nd Floor Commencement Date and
                   the 3rd Floor Commencement Date, as applicable, with the
                   americans with disabilities act and other applicable building
                   codes and laws, as in effect and as interpreted on the
                   commencement date, with the cost of such compliance being
                   born by Landlord as to the Building common areas and by
                   Landlord and Tenant in accordance with Exhibit "B" hereto as
                   to the Premises.

6. ALTERATIONS.    6. Tenant shall not make or suffer to be made any
                   alterations, additions, or improvements in, on, or to the
                   Premises or any part thereof without the prior written
                   consent of Landlord, which consent shall not be unreasonably
                   withheld or delayed unless such alteration, addition or
                   improvements affects the structural components of the
                   Building or the roof of the Building, or are visible from the
                   exterior of the Premises, and no such alterations, additions
                   or improvements shall be made without the supervision of
                   Landlord's designated agent or representative. In the event
                   Landlord consents to the making of any such alterations,
                   additions, or improvements by Tenant, the same shall be made
                   by Tenant, at Tenant's sole cost and expense, in accordance
                   with all applicable laws, ordinances, and regulations and all
                   requirements of Landlord's and Tenant's insurance policies.
                   All work shall be performed in accordance with plans and
                   specifications approved by Landlord, and each contractor and
                   subcontractor must first be approved in writing by Landlord
                   (which approval shall not be unreasonably withheld or
                   delayed), or if such work affects the structural components
                   or the roof of the Building or are visible from the exterior
                   of the Premises, at Landlord's option, the alteration,
                   addition or improvement shall be made by Landlord for
                   Tenant's account, and Tenant shall reimburse Landlord for the
                   cost thereof upon demand. Tenant agrees that, except, for the
                   initial tenant improvements constructed in the Premises,
                   Landlord shall have the right to charge a fee for any and all
                   construction supervision provided by Landlord's designated
                   agents or representatives in connection with any alterations,
                   additions, or improvements to the Premises by Tenant. Such
                   fee, at Landlord's option, shall be either a fixed fee or a
                   fee calculated on an hourly basis, considering the time
                   expended by Landlord's agents or representatives in
                   supervising Tenant's construction. Notwithstanding the
                   foregoing, Tenant may repaint and recarpet the Premises, and
                   perform other similar

                                       8


<PAGE>   10

                   decorating alterations without the prior approval of
                   Landlord, but after giving Landlord at least five (5) days
                   prior notice.

7.  REPAIR.        Tenant shall, at all times during the term hereof at Tenant's
                   sole cost and expense, keep the Premises and every part
                   thereof in good order, condition and repair, excepting
                   ordinary wear and tear, damage thereto by fire, earthquake,
                   act of God or the elements. Tenant shall upon the expiration
                   or sooner termination of the term hereof, unless Landlord
                   demands otherwise as in Paragraph 23 hereof provided,
                   surrender to Landlord the Premises and all repairs, changes,
                   alterations, additions and improvements thereto in the same
                   condition as when received, or when first installed, ordinary
                   wear and tear, damage by fire, earthquake, act of God, or the
                   elements excepted. It is hereby understood and agreed that
                   Landlord has no obligation to alter, remodel, improve,
                   repair, decorate, or paint the Premises or any part thereof
                   except as specified in the Work Letter Agreement, and that no
                   representations respecting the condition of the Premises or
                   the Building have been made by Landlord to Tenant, except as
                   specifically herein set forth.

8.  LIENS.         8.  Tenant shall keep the Premises free from any liens
                   arising out of any work performed, material furnished, or
                   obligations incurred by Tenant. In the event that Tenant
                   shall not, within twenty (20) days following the
                   recordation of any such lien, cause the same to be released
                   of record by payment or posting of a proper bond, Landlord
                   shall have, in addition to all other remedies provided herein
                   and by law, the right, but not the obligation, to cause the
                   same to be released by such means as it shall deem proper,
                   including payment of the claim giving rise to such lien. All
                   such sums paid by Landlord and all expenses incurred by it in
                   connection therewith shall be considered additional rent and
                   shall be payable to Landlord by Tenant on demand and with
                   interest at the rate of four percentage points higher than
                   the prime commercial lending rate from time to time of
                   SunTrust Bank in Atlanta, Georgia, provided, however, that if
                   such rate exceeds the maximum rate permitted by law, the
                   maximum lawful rate shall apply; the interest rate so
                   determined is hereinafter called the "Agreed Interest Rate".
                   Landlord shall have the right at all times to post and keep
                   posted on the Premises any notices permitted or required by
                   law, or which Landlord shall deem proper, for the protection
                   of Landlord, the Premises, the Building, and any other party
                   having an interest therein, from mechanics' and materialmen's
                   liens, and Tenant shall give to Landlord at least five (5)
                   business days prior notice of commencement of any
                   construction on the Premises.

9. ASSIGNMENT      9.  (a)  Tenant shall not sell, assign, encumber or otherwise
   AND SUBLETTING  transfer by operation of law or otherwise this Lease or any
                   interest herein, sublet the Premises or any portion thereof,
                   or suffer any other person to occupy or use the Premises or
                   any portion thereof, without the prior written consent of
                   Landlord as provided herein, which shall not be unreasonably
                   withheld or delayed, nor shall Tenant permit any lien to be
                   placed on the Tenant's interest by operation of law. Tenant
                   shall, by written notice, advise Landlord of its desire from
                   and after a stated date (which shall not be less than fifteen
                   (15) days nor more than ninety (90) days after the date of
                   Tenant's notice) to sublet the Premises or any portion
                   thereof for any part of the term hereof; and supply Landlord
                   with such information, financial statements, verifications
                   and related materials as Landlord may request or desire to
                   evaluate the written request to sublet; and in such event
                   Landlord shall have the right, to be exercised by giving
                   written notice to Tenant within ten (10) days after receipt
                   of Tenant's notice and all said information, financial
                   statements, verifications and related materials requested by
                   Landlord, to terminate this Lease as to the portion of the
                   Premises described in Tenant's notice and such notice shall,
                   if given, terminate this Lease with respect to the portion of
                   the Premises therein described as of the date stated in
                   Tenant's notice. Said notice by Tenant shall state the name
                   and address of the proposed subtenant, and Tenant shall
                   deliver to Landlord a true and complete copy of the proposed
                   sublease with said notice. If said notice shall specify all
                   of the Premises and Landlord shall give said termination
                   notice with respect thereto, this Lease shall terminate on
                   the date stated in Tenant's notice. If, however, this Lease
                   shall terminate pursuant to the foregoing with respect to
                   less than all the Premises, the rent, as defined and reserved
                   hereinabove and as adjusted pursuant to Paragraph 19(c),
                   shall be adjusted on a pro rata basis to the number of square
                   feet retained by Tenant, and this Lease as so amended shall
                   continue thereafter in full force and effect. If Landlord,
                   upon receiving said notice by Tenant with respect to any of
                   the Premises, shall not exercise its right to terminate,
                   Landlord may in its reasonable discretion withhold or grant
                   its consent to Tenant's subletting the Premises specified in
                   said notice. Tenant shall, at Tenant's own cost and expense,
                   discharge in full any commissions which may be due and owing
                   as a result of any proposed assignment or subletting, whether
                   or not the Lease is terminated pursuant

                                       9

<PAGE>   11


                     hereto (except that Tenant shall not be obligated for
                     leasing commissions due for periods beyond the original
                     term of this Lease if Landlord terminates this Lease
                     pursuant to this Paragraph) and rented by Landlord to the
                     proposed subtenant or any other tenant. Tenant agrees to
                     pay to Landlord, promptly after request therefor, (i) the
                     amount of all reasonable attorneys' fees and expenses
                     incurred by Landlord in connection with any assignment or
                     subletting issues or review of documentation relating
                     thereto, and (ii) $500.00 as an administrative fee for
                     Landlord's time and effort in connection with any
                     assignment or subletting issues.

                         (b) Any subletting or assignment hereunder by Tenant
                     shall not result in Tenant being released or discharged
                     from any liability under this Lease. As a condition to
                     Landlord's prior written consent as provided for in this
                     paragraph, the assignee or subtenant shall agree in writing
                     to comply with and be bound by all of the terms, covenants,
                     conditions, provisions and agreements of this Lease, and
                     Tenant shall deliver to Landlord promptly after execution,
                     an executed copy of each sublease or assignment and an
                     agreement of said compliance by each sublessee or assignee.
                     Notwithstanding any provision to the contrary contained
                     herein, except for any Affiliate Transfer (as defined in
                     Paragraph 9(g) below), any subletting or assignment by
                     Tenant hereunder shall result in all rights of first
                     refusal, rights of first offer, rights to expand, and
                     renewal options granted herein being forfeited by Tenant
                     and its assignee or subtenant. Tenant expressly
                     acknowledges that Landlord intends for all of such rights
                     to be personal and exclusive to Tenant, and that such
                     rights are not subject to transfer to any other party.

                         (c) Landlord's consent to any sale, assignment,
                     encumbrance, subletting, occupation, lien or other transfer
                     shall not release Tenant from any of Tenant's obligations
                     hereunder or be deemed to be a consent to any subsequent
                     occurrence. Any sale, assignment, encumbrance, subletting,
                     occupation, lien or other transfer of this Lease which does
                     not comply with the provisions of this Paragraph 9 shall be
                     void.

                         (d) For purposes of this Section, an assignment of
                     stock or other direct or indirect ownership interest in
                     Tenant which constitutes a controlling interest in Tenant
                     shall be deemed an assignment within the meaning of and be
                     governed by this Section, except during any period when
                     Tenant's stock is publicly traded.

                         (e) Notwithstanding any provision contained herein,
                     Tenant agrees that it shall not sell, assign, encumber or
                     otherwise transfer by operation of law or otherwise this
                     Lease or any interest herein, or sublet the Premises or any
                     portion thereof, to any tenant who currently leases space
                     in the Building unless Landlord cannot accommodate such
                     tenant in other space in the Building.


                         (f) If this Lease is assigned, or if the Premises or
                     any part thereof are sublet or occupied by anyone other
                     than Tenant during the Lease Term (with or without
                     Landlord's consent), Landlord shall be entitled to fifty
                     percent (50%) of all rents, fees and other considerations
                     paid by such subtenant, assignee or occupant with respect
                     to the Premises, determined after commissions and tenant
                     improvements paid by Tenant to third parties with respect
                     thereto, in excess of the rental specified in this Lease.
                     Notwithstanding the foregoing, Landlord shall not be
                     entitled to any portion of such consideration received by
                     Tenant in connection with a merger or reorganization
                     involving Tenant or a sale of substantially all of the
                     assets of Tenant.

                         (g) Notwithstanding the foregoing provisions of this
                     Paragraph 9, such consent of Landlord shall not be
                     necessary or required in connection with any assignment or
                     subletting to any firm, person, corporation, partnership or
                     other entity (an "Affiliate"), now or hereafter directly or
                     indirectly in control of, controlled by or under common
                     control with Tenant, or which acquires all or substantially
                     all of the assets or stock of Tenant, or into which or
                     with which Tenant shall merge or consolidate (collectively,
                     an "Affiliate Transfer"), provided that Tenant shall remain
                     liable for performance of its obligations hereunder and, if
                     Tenant shall not survive any such Affiliate Transfer as a
                     separate, on-going business entity, the then
                     creditworthiness of any successor to Tenant is at least
                     substantially equal to the then creditworthiness of Tenant,
                     as determined in Landlord's reasonable judgment. Tenant
                     shall provide to Landlord at least ten (10) business days
                     prior written notice of any proposed Affiliate Transfer,
                     including information regarding the creditworthiness of the
                     proposed transferee.

10. INSURANCE AND    10. (a) Landlord shall not be liable to Tenant and Tenant
    INDEMNIFICATION. hereby waives all claims against Landlord for any injury or
                     damages to any person or property in or about the Premises
                     by or from any cause whatsoever covered by Tenant's
                     insurance or which would be covered by Tenant's insurance
                     if Tenant maintained the insurance required by Tenant under
                     this Lease, without limiting the generality of the

                                       10

<PAGE>   12


                   foregoing, whether caused by water leakage of any character
                   from the roof, walls, basement, or other portion of the
                   Premises or the Building, or caused by gas, fire, or
                   explosion of the Building or the complex of which it is a
                   part or any part thereof; except to the extent caused by the
                   gross negligence or willful misconduct of Landlord or
                   Landlord's property manager or their respective employees
                   acting within the scope of their duties or in the course of
                   their employment with Landlord.

                        (b) Tenant shall hold Landlord harmless from and defend
                   and indemnify Landlord against any and all claims or
                   liability for any injury or damage to any person or property
                   whatsoever: (i) occurring in, on or about the Premises or any
                   part thereof, (ii) occurring in, on, or about any facilities
                   (including, without limitation, elevators, stairways,
                   passageways or hallways), the use of which Tenant may have in
                   conjunction with other tenants of the Building, to the extent
                   such injury or damage shall be caused by the act, neglect,
                   fault of, or omission of any duty with respect to the same by
                   Tenant, its agents, employees, or invitees. Tenant further
                   agrees to indemnify, defend and save harmless Landlord
                   against and from any and all claims in any manner relating to
                   any work or thing whatsoever done by Tenant in or about, or
                   any transactions of Tenant concerning, the Premises, and will
                   further indemnify, defend and save Landlord harmless against
                   and from any and all claims arising from any breach or
                   default on the part of Tenant in the performance of any
                   covenant or agreement on the part of Tenant to be performed
                   pursuant to the terms of this Lease, or arising from any act
                   or negligence of Tenant, or any of its agents, contractors,
                   employees and licensees, and from and against all costs,
                   counsel fees, expenses and liabilities incurred in connection
                   with any such claim or action or proceeding brought thereon.
                   Furthermore, in case any action or proceeding be brought
                   against Landlord by reason of any claims or liability, Tenant
                   agrees to defend such action or proceeding at Tenant's sole
                   expense by counsel reasonably satisfactory to Landlord. The
                   provisions of this Lease with respect to any claims or
                   liability occurring prior to the termination or expiration of
                   this Lease shall expressly survive such termination or
                   expiration of this Lease.

                        (c) Landlord shall hold Tenant harmless from and defend
                   and indemnify Tenant against any and all claims or
                   liabilities for any injury or damage to any person or
                   property whatsoever occurring in, on or about the Building or
                   the Property, but excluding the Premises, unless relating to
                   Landlords entry into the Premises) to the extent such injury
                   or damage shall be caused by the negligent acts or omissions
                   of Landlord or Landlord's agents, employees, or contractors.
                   Landlord further agrees to indemnify, defend and save Tenant
                   harmless against any and all claims arising from any breach
                   or default on the part of Landlord in the performance of any
                   covenant or agreement on the part of Landlord to be performed
                   pursuant to the terms of this Lease. The indemnifications by
                   Landlord set forth in this Paragraph 10(c) are subject to any
                   limitations contained in Paragraph 11 or elsewhere in this
                   Lease. Furthermore, in case any action or proceeding be
                   brought against Tenant by reason of any claims or liability,
                   Landlord agrees to defend such action or proceeding at
                   Landlord's sole expense by counsel reasonably satisfactory to
                   Tenant. The provisions of this Lease with respect to any
                   claims or liability occurring prior to the termination or
                   expiration of this Lease shall expressly survive such
                   termination or expiration of this Lease.

                        (d) Tenant agrees to purchase at its own expense and to
                   keep in force during the term of this Lease all insurance
                   coverages required by Landlord to be maintained by tenants in
                   the Building, including, but not limited to, the policies of
                   insurance specified on Exhibit "G" attached to this Lease.

11.  WAIVER OF     11.  Each of Landlord and Tenant hereby releases the other
     SUBROGATION.  from any and all liability or responsibility to the other or
                   anyone claiming through or under them by way of subrogation
                   or otherwise for any loss or damage to property caused by
                   fire or any other perils insured in policies of insurance
                   covering such property, even if such loss or damage shall
                   have been caused by the fault or negligence of the other
                   party, or anyone for whom such party may be responsible,
                   including any other tenants or occupants of the remainder of
                   the Building in which the Premises are located; provided,
                   however, that this release shall be applicable and in force
                   and effect only to the extent that such release shall be
                   lawful at that time and in any event only with respect to
                   loss or damage occurring during such time as the releasors's
                   policies shall contain a clause or endorsement to the effect
                   that any such release shall not adversely affect or impair
                   said policies or prejudice the right of the releasor to
                   coverage thereunder and then only to the extent of the
                   insurance proceeds payable under such policies. Each of
                   Landlord and Tenant agrees that it will request its insurance
                   carriers to include in its policies such a clause or
                   endorsement. If extra cost shall be charged therefor, each
                   party shall advise the other thereof and of the amount of the
                   extra cost, and the other party, at its election, may pay the
                   same, but

                                       11

<PAGE>   13


                   shall not be obligated to do so. If such other party fails to
                   pay such extra cost, the release provisions of this
                   Paragraph shall be inoperative against such other party to
                   the extent necessary to avoid invalidation of such releasor's
                   insurance.

12. SERVICE AND    12.  (a)  Landlord shall maintain, repair and replace in a
    UTILITIES.     manner consistent with comparable Class A office buildings in
                   the metropolitan Atlanta area, the public and common areas of
                   the Building, including lobbies, stairs, elevators, corridors
                   and restrooms, the windows in the Building, the mechanical,
                   plumbing and electrical equipment serving the Building, the
                   roof, the exterior, and the structure itself, in reasonably
                   good order and condition except for damage occasioned by the
                   act of Tenant (other than normal wear and tear from Tenant's
                   usage), which damage shall be repaired by Landlord at
                   Tenant's expense. In the event Tenant requires or needs to
                   have one or more separate systems of either heating,
                   ventilating, air conditioning or other similar systems over
                   and above that provided by Landlord, the installation, care,
                   expenses and maintenance of each such system shall be borne
                   by and paid for by Tenant.

                        (b)  Subject to the provisions elsewhere herein
                   contained and to the rules and regulations of the Building,
                   Landlord agrees to furnish to the Premises during ordinary
                   business hours of generally recognized business days (but
                   exclusive, in any event, of Sundays and legal holidays, which
                   legal holidays, for purposes hereof shall be New Year's Day,
                   Memorial Day, Fourth of July, Labor Day, Thanksgiving Day,
                   Christmas, and such other days as are identified by Landlord
                   and are recognized in other Class A office buildings in the
                   metropolitan Atlanta area), heat and air-conditioning
                   required in Landlord's judgment for the comfortable use and
                   occupation of the Premises, replacement of bulbs for building
                   standard fluorescent lights and non-building standard lights,
                   provided Tenant stocks the bulbs for all of Tenant's
                   non-building standard lights, janitorial services during the
                   times and in the manner that such services are, in Landlord's
                   judgment, customarily furnished in comparable office
                   buildings in the immediate market area, and elevator service.

                        Landlord acknowledges that Tenant intends to conduct
                   business in certain portions of the premises twenty-four (24)
                   hours per day, seven (7) days per week, and that such usage
                   will require heating and/or air conditioning beyond the
                   normal operating hours of the Building. to accommodate such
                   usage by Tenant, Tenant shall tie directly into the cooling
                   tower for the Building so that heating and air conditioning
                   to such portions of the premises can be provided on a
                   twenty-four (24) hour per day, seven (7) day per week
                   basis. to compensate Landlord for such after hours heating
                   and cooling, including, but not limited to, depreciation and
                   maintenance expenses for the cooling tower, Tenant shall pay
                   to Landlord monthly, at the same time and in the same manner
                   that payments of monthly rent are due under this Lease, the
                   amount of $2,607.00 per month; provided, however, that in
                   the event any other Tenant in the Building requires and is
                   provided after hours heating and/or cooling for such Tenant's
                   Premises, and Landlord collects a charge for such after hours
                   heating and/or cooling, Landlord shall apply as a credit
                   against such monthly amount due and payable by Tenant, an
                   amount equal to $5.50 for each hour of after hours heating
                   and/or cooling scheduled by each such other Tenant for which
                   Landlord receives payment. Tenant agrees to keep and cause to
                   be kept closed all window coverings, if any, when necessary
                   because of the sun's position, and Tenant also agrees at all
                   times to cooperate fully with Landlord and to abide by all
                   the regulations and requirements which Landlord may prescribe
                   for the proper functioning and protection of said heating,
                   ventilating, and air-conditioning system and to comply with
                   all laws, ordinances and regulations respecting the
                   conservation of energy. Wherever heat-generating machines,
                   excess lighting or equipment are used in the Premises which
                   affect the temperature otherwise maintained by the
                   air-conditioning system, Landlord reserves the right to
                   install supplementary air conditioning units in the Premises,
                   and the cost thereof, including the cost of electricity
                   and/or water therefor, shall be paid by Tenant to Landlord
                   upon demand by Landlord. Subject to the reasonable approval
                   of Landlord, Tenant, at Tenant's expense, shall also have the
                   right to install and separately meter supplementary
                   air-conditioning units in the Premises. Landlord agrees to
                   furnish to the Premises water for lavatory and drinking
                   purposes, subject to the provisions of subparagraph 12(c)
                   below. Landlord shall in no event be liable for any
                   interruption or failure of utility services on the Premises,
                   but Landlord will exercise due diligence to furnish
                   uninterrupted service.


                                       12

<PAGE>   14

                        (c) Landlord and Tenant acknowledge that Tenant's actual
                   usage of electrical current at the 2nd floor (the "Actual
                   Electrical Usage") is anticipated to exceed the standard
                   amount of electrical current provided generally to other
                   tenants in the Building without additional charge (the
                   "Building Standard Electrical Usage"), and that the Actual
                   Electrical Usage at the 2nd floor shall be separately
                   metered. Tenant shall pay to Landlord as additional rent
                   under this Lease the amount by which the Actual Electrical
                   Usage costs for the 2nd Floor exceed the Building Standard
                   Electrical Usage costs applicable to the 2nd floor (during
                   each lease year of the Lease Term. At or about the
                   commencement of each lease year during the Lease Term,
                   Landlord shall estimate the Building Standard Electrical
                   Usage costs, on a square foot basis, for such lease year.
                   Using the metered electrical readings for the 2nd Floor for
                   each month during the Lease Term, Landlord shall notify
                   Tenant, after the expiration of each such month, of the
                   amount by which Actual Electrical Usage costs for the 2nd
                   Floor for such month exceed the estimated Building Standard
                   Electrical usage costs for the 2nd Floor for such month.
                   Tenant shall pay to Landlord the amount specified in such
                   notification within thirty (30) days after receipt of such
                   notification from Landlord. Within one hundred twenty (120)
                   days after the end of such lease year, Landlord shall advise
                   Tenant in writing of the actual Building Standard Electrical
                   Usage costs for such Lease Year. if the estimated amount
                   charged to Tenant for such Lease Year shall prove to be less
                   than the actual amount owed by Tenant for such Lease Year,
                   Landlord shall invoice Tenant for the deficiency as soon as
                   practicable after the amount of underpayment has been
                   determined, and Tenant shall pay such deficiency to Landlord
                   within thirty (30) days following its receipt of such
                   invoice. If, however, the estimated amount charged to Tenant
                   for such Lease Year is greater than the actual amount owed by
                   Tenant for such Lease Year, Tenant shall receive a credit (or
                   in the event the Lease Term has then expired, Tenant shall
                   receive a cash refund) toward the next ensuing monthly
                   payment or payments of estimated excess electrical usage
                   costs owed by Tenant in the amount of such overpayment until
                   depleted; provided, however, that the credit (or cash refund)
                   to which Tenant shall be entitled for any such lease year
                   shall not exceed the total estimated amount charged to and
                   paid by Tenant for such Lease Year. Notwithstanding any of
                   the foregoing provisions to the contrary, the estimated
                   Building Standard Electrical Usage costs for the first year
                   of the Lease Term shall be $0.80 per rentable square foot.

                        (d) Tenant will not without the written consent of
                   Landlord use any apparatus or device in the Premises which
                   will result in electrical usage for the 3rd Floor or water
                   usage for the Premises exceeding the amounts of such
                   utilities that would be used if the Premises were used for
                   standard office usage, including but not limited to, office
                   desk top computers and related electronic equipment, typical
                   for business offices at the time this Lease is entered into
                   (the "Standard Office Usage"); nor connect with electric
                   current, except through existing outlets in the 3rd Floor
                   or water pipes, any apparatus or device for the purposes of
                   using electrical current on the 3rd floor or water. If Tenant
                   in Landlord's judgment shall require water or electrical
                   current for the 3rd Floor or any other resource (other than
                   electrical current for the 2nd Floor, which is separately
                   metered) in excess of the Standard Office Usage (it being
                   understood that such an excess may result from the number of
                   fixtures, apparatus and devices in use, the nature of such
                   fixtures, apparatus and devices, the hours of use, or any
                   combination of such factors), Tenant shall first procure the
                   consent of Landlord (which consent shall not be required for
                   the use specifically permitted in Paragraph 4(a) of this
                   Lease), which Landlord may refuse, to the use thereof, and
                   Landlord may cause a special meter to be installed in the
                   Premises so as to measure the amount of water, 3rd Floor
                   electrical current or other such resource consumed. The cost
                   of any such meters and of installation, maintenance, and
                   repair thereof shall be paid for by Tenant, and Tenant agrees
                   to pay Landlord promptly upon demand by Landlord for all such
                   water, 3rd Floor electrical current or other such resource
                   consumed, as shown by said meters, at the rates charged by
                   the local public utility furnishing the same, plus any
                   additional expense incurred in keeping account of the water,
                   3rd Floor electrical current or other such resource so
                   consumed.

                        (e) Landlord shall not be in default hereunder or be
                   liable for any damages directly or indirectly resulting from,
                   nor shall the rental herein reserved be abated by reason of
                   (i) the installation, use or interruption of use of any
                   equipment in connection with the furnishing of any of the
                   foregoing utilities and services, (ii) failure to furnish or
                   delay in furnishing any such utilities or services when such

                                       13
<PAGE>   15

                   failure or delay is caused by acts of God or the elements,
                   labor disturbances of any character, any other accidents or
                   other conditions beyond the reasonable control of Landlord,
                   or by the making of repairs or improvements to the Premises
                   or to the Building, (iii) the limitation, curtailment,
                   rationing or restriction on use of water or electricity, gas
                   or any other form of energy or any other service utility
                   whatsoever serving the Premises or the Building. Furthermore,
                   Landlord shall be entitled to cooperate voluntarily in a
                   reasonable manner with the efforts of national, state or
                   local governmental agencies or utilities suppliers in
                   reducing energy or other resources consumption.
                   Notwithstanding anything to the contrary in Paragraph 12 or
                   elsewhere in this Lease, if the suspension, delay,
                   discontinuance, or interruption of water or sewer service, or
                   electrical service from the boundary of the Property to the
                   main breaker panel for the Premises, continues for more than
                   seven (7) consecutive business days, or for a total of thirty
                   (30) business days in any calendar year, rendering all or a
                   material portion of the Premises untenantable, and the
                   restoration of such services is within the reasonable control
                   of the Landlord, Tenant shall be entitled to an equitable
                   abatement of rent and other charges for the continuing period
                   the Premises are thereby rendered untenantable.

                        (f) Any sums payable under this Paragraph 12 shall be
                   considered additional rent and may be added to any
                   installment of rent thereafter becoming due, and Landlord
                   shall have the same remedies for a default in payment of such
                   sums as for a default in the payment of rent.

                        (g) Tenant shall not provide any janitorial services
                   without Landlord's written consent and then only subject to
                   supervision of Landlord and by a janitorial contractor or
                   employees at all times satisfactory to Landlord. Any such
                   services provided by Tenant shall be at Tenant's sole risk
                   and responsibility.

13. ESTOPPEL       13.  Within seven (7) days following the Commencement Date or
    CERTIFICATE.   any written request which Landlord may make from time to
                   time, Tenant shall execute and deliver to Landlord a
                   certificate substantially in the form attached hereto as
                   Exhibit "C" and made a part hereof, indicating thereon any
                   exceptions thereto which may exist at that time. Failure of
                   Tenant to execute and deliver such certificate shall at
                   Landlord's option constitute a default hereunder or
                   constitute an acceptance of the Premises and acknowledgment
                   by Tenant that the statements included in Exhibit "C" are
                   true and correct without exception. Landlord and Tenant
                   intend that any statement delivered pursuant to this
                   paragraph may be relied upon by Landlord or by any mortgagee,
                   beneficiary, purchaser or prospective purchaser of the
                   Building or any interest therein or anyone to whom Landlord
                   may provide said certificate. Within twenty (20) days
                   following any written request which Tenant may make from time
                   to time (but not more than two (2) times in any given
                   calendar year), Landlord shall execute and deliver to Tenant
                   a certificate with similar types of information as the
                   certificate attached hereto as Exhibit "C".

14. HOLDING OVER.  14.  Tenant will, at the termination of this Lease by lapse
                   of time or otherwise, yield up immediate possession to
                   Landlord.  If Tenant retains possession of the Premises or
                   any part thereof after such termination, then Landlord may,
                   at its option, serve written notice upon Tenant that such
                   holding over constitutes any one of (i) creation of a month
                   to month tenancy, upon the terms and conditions set forth in
                   this Lease, or (ii) creation of a tenancy of sufferance, in
                   any case upon the terms and conditions set forth in this
                   Lease; provided, however, that the monthly rental (or daily
                   rental under (ii)) shall, in addition to all other sums which
                   are to be paid by Tenant hereunder, whether or not as
                   additional rent, be equal to one hundred fifty percent (150%)
                   of the rental being paid monthly to Landlord under this Lease
                   immediately prior to such termination (prorated in the case
                   of (ii) on the basis of a 365 day year for each day Tenant
                   remains in possession). If no such notice is served, then a
                   tenancy at sufferance shall be deemed to be created at the
                   rent in the preceding sentence. Tenant shall also pay to
                   Landlord all damages sustained by Landlord resulting from
                   retention of possession by Tenant, including the loss of any
                   proposed subsequent tenant who has executed a lease for any
                   portion of the Premises. The provisions of

                                       14

<PAGE>   16





                   this paragraph shall not constitute a waiver by Landlord of
                   any right of reentry as herein set forth; nor shall receipt
                   of any rent or any other act in apparent affirmance of the
                   tenancy operate as a waiver of the right to terminate this
                   Lease for a breach of any of the terms, covenants, or
                   obligations herein on Tenant's part to be performed.

15. SUBORDINATION. 15.  Without the necessity of any additional document being
                   executed by Tenant for the purpose of effecting a
                   subordination, this Lease shall be subject and subordinate at
                   all times to: (a) all ground leases or underlying leases
                   which may now exist or hereafter be executed affecting the
                   Building, the land upon which the Building or any common
                   areas are situated, and (b) the lien or interest of any
                   mortgage or deed to secure debt which may now exist or
                   hereafter be executed in any amount for which said Building,
                   land, ground leases or underlying leases, or Landlord's
                   interest or estate in any of said items is specified as
                   security. Notwithstanding the foregoing, Landlord shall have
                   the right to subordinate or cause to be subordinated any such
                   ground leases or underlying leases or any such liens or
                   interests of mortgages or deeds to secure debt to this Lease.
                   In the event that any ground lease or underlying lease
                   terminates for any reason or any mortgage or deed to secure
                   debt is foreclosed or a conveyance in lieu of foreclosure is
                   made for any reason, Tenant shall, notwithstanding any
                   subordination, attorn to and become the Tenant of the
                   successor in interest to Landlord at the option of such
                   successor in interest. Tenant agrees to execute such
                   non-disturbance and attornment agreements as the holder of
                   any mortgage or deed to secure debt on the Building may
                   reasonably require. Tenant covenants and agrees to execute
                   and deliver, upon demand by Landlord and in the form
                   requested by Landlord, any additional documents evidencing
                   the priority or subordination of this Lease with respect to
                   any such ground leases or underlying leases or the lien of
                   any such mortgage or deed to secure debt. Landlord represents
                   that there are no existing mortgages superior to this Lease.
                   Landlord shall obtain for Tenant's benefit from any future
                   mortgagee of the Building a nondisturbance and attornment
                   agreement with respect to this Lease.

16. RE-ENTRY       16.  Landlord reserves and shall at all times have the right
    BY LANDLORD.   upon reasonable prior verbal or written notice to Tenant
                   (except in the event of an emergency, in which event no prior
                   notice shall be required) to re-enter the Premises to inspect
                   the same, to supply janitor service and any other service to
                   be provided by Landlord to Tenant hereunder, to show said
                   Premises to prospective purchasers, mortgagees or tenants, to
                   post notices of nonresponsibility, and to alter, improve, or
                   repair the Premises as required by law or to fulfill
                   Landlord's obligations under this Lease and any portion of
                   the Building of which the Premises are a part or to which
                   access is conveniently made through the Premises, without
                   abatement of rent, and may for that purpose erect, use, and
                   maintain scaffolding, pipes, conduits, and other necessary
                   structures in and through the Premises where reasonably
                   required by the character of the work to be performed,
                   provided that entrance to the Premises shall not be blocked
                   thereby, and further provided that the business of Tenant
                   shall not be interfered with unreasonably and Landlord shall
                   use good faith efforts to minimize any interference with
                   Tenant's operations within the Premises. Tenant hereby waives
                   any claim for damages for any injury or inconvenience to or
                   interference with Tenant's business, any loss of occupancy or
                   quiet enjoyment of the Premises, and any other loss
                   occasioned thereby, provided Landlord complies with the
                   agreements in this paragraph. For each of the aforesaid
                   purposes, Landlord shall at all times have and retain a key
                   with which to unlock all of the doors, in, upon, and about
                   the Premises, and Landlord shall have the right to use any
                   and all means which Landlord may deem necessary or proper to
                   open said doors in an emergency, in order to obtain entry to
                   any portion of the Premises, and any entry to the Premises,
                   or portions thereof obtained by Landlord by any of said
                   means, or otherwise, shall not under any circumstances be
                   construed or deemed to be a forcible or unlawful entry into,
                   or a detainer of, the Premises, or an eviction, actual or
                   constructive, of Tenant from the Premises or any portions
                   thereof. Landlord shall also have the right at any time upon
                   reasonable prior notice to Tenant, without the same
                   constituting an actual or constructive eviction and without
                   incurring any liability to Tenant therefor, to change the
                   arrangement and/or location of entrances or passage ways,
                   doors and doorways, and corridors, elevators, stairs,
                   toilets, or other public parts of the Building and to change
                   the name, number or designation by which the Building is
                   commonly known; provided that no such change voluntarily
                   conducted by Landlord shall materially and adversely affect
                   Tenant's access to or use of the Premises.

17. INSOLVENCY OR  17.  The appointment of a receiver to take possession of all
    BANKRUPTCY.    or substantially all of the assets of Tenant, or an
                   assignment of Tenant for the benefit of creditors, or any
                   action taken or suffered by Tenant under any insolvency,
                   bankruptcy, or reorganization act, shall at Landlord's option
                   constitute a breach of this Lease by Tenant. Upon the
                   happening of any such event or at any time thereafter, this
                   Lease

                                       15








<PAGE>   17
                    shall terminate five (5) days after written notice of
                    termination from Landlord to Tenant. In no event shall this
                    Lease be assigned or assignable by operation of law or by
                    voluntary or involuntary bankruptcy proceedings or otherwise
                    and in no event shall this Lease or any rights or privileges
                    hereunder be an asset of Tenant under any bankruptcy,
                    insolvency, or reorganization proceedings.

18.  DEFAULT AND    18. The following events shall be deemed to be events of
     REMEDIES.      default by Tenant under this Lease:


                         (a) Tenant shall fail to pay when or before due any sum
                    of money becoming due to be paid to Landlord hereunder,
                    whether such sum be any installment of the rent herein
                    reserved, any other amount treated as additional rent
                    hereunder, or any other payment or reimbursement to Landlord
                    required herein, whether or not treated as additional rent
                    hereunder, and such failure shall continue for a period of
                    ten (10) days after written notice to Tenant; or

                         (b) Tenant shall fail to comply with any term,
                    provision or covenant of this Lease other than by failing to
                    pay when or before due any sum of money becoming due to be
                    paid to Landlord hereunder, and shall not cure such failure
                    within (i) twelve (12) hours after written notice to Tenant
                    if the failure involves a condition hazardous or dangerous
                    to life or property or (ii) thirty (30) days after written
                    notice to Tenant in the case of any other failure; provided,
                    however, that if such failure is not capable of being cured
                    within such thirty (30)-day period, Tenant shall not be in
                    default if Tenant commences such cure within said thirty
                    (30)-day period and diligently pursues such cure to
                    completion (but in no event later than ninety (90) days
                    after such notice to Tenant); or

                         (d) Tenant shall create or allow to be created in or
                    about the demised Premises any condition or circumstance
                    constituting a hazard to people or property, a nuisance, a
                    trespass, or other condition offensive to Landlord or
                    others, whether or not such condition or circumstance rises
                    to the level of a civil or criminal law violation or action,
                    and such condition or circumstance is not removed by Tenant
                    within a reasonable period of time, not to exceed ten (10)
                    days, after written notice to Tenant; or

                         (e) Tenant shall fail to vacate the Premises
                    immediately upon termination of this Lease, by lapse of time
                    or otherwise, or upon termination of Tenant's right to
                    possession only;

                         (f) If, in spite of the provisions hereof, the interest
                    of Tenant shall be levied upon under execution or be
                    attached by process of law or Tenant shall fail to contest
                    diligently the validity of any lien or claimed lien and give
                    sufficient security to Landlord to insure payment thereof or
                    shall fail to satisfy any judgment rendered thereon and have
                    the same released, and such default shall continue for
                    thirty (30) days after written notice thereof to Tenant; or

                         (g) Tenant shall assign, sublet or transfer its
                    interest hereunder in violation of this Agreement.

                         Upon the occurrence of any such events of default
                    described in this paragraph or elsewhere in this Lease,
                    Landlord shall have the option to pursue any one or more of
                    the following remedies without any additional notice or
                    demand whatsoever:


                             (aa)    Landlord may, at its election, terminate
                    this Lease or terminate Tenant's right to possession only,
                    without terminating the Lease.

                             (bb)    Upon any of this Lease, whether by lapse of
                    time or otherwise, or upon any termination of Tenant's right
                    to possession without termination of the Lease, Tenant shall
                    surrender possession and vacate the Premises immediately,
                    and deliver possession thereof to Landlord, and Tenant
                    hereby grants to Landlord full and free license to enter
                    into and upon the Premises in such event with or without
                    process of law and to repossess the Premises and to expel or
                    remove Tenant and any others who may be occupying or within
                    the Premises and to remove any and all property therefrom,
                    without being deemed in any manner guilty of trespass,
                    eviction or forcible entry or detainer, and without
                    incurring any liability for any damage resulting therefrom,
                    all to the extent permitted by, and exercised in accordance
                    with, applicable law, lapse of time, by Tenant hereby
                    waiving any right to claim damage for such reentry and
                    expulsion, and without relinquishing Landlord's right to
                    rent or any other right given to Landlord hereunder or by
                    operation of law.

                             (cc)    Upon termination of this Lease, whether by



                                       16


<PAGE>   18




                    or in connection with a dispossessory proceeding or
                    otherwise, Landlord shall be entitled to recover as
                    Landlord's actual accrued damages, all rent, including any
                    amount treated as additional rent hereunder, and other sums
                    due and payable by Tenant on the date of termination, plus,
                    as Landlord's liquidated damages for the balance of the
                    stated term hereof and not as a forfeiture or penalty, the
                    sum of: (i) an amount equal to the then present value of the
                    rent, including any amounts treated as additional rent
                    hereunder, and other sums provided herein to be paid by
                    Tenant for the residue of the stated term hereof, less the
                    fair rental value of the Premises for such residue (taking
                    into account the time and expenses necessary to obtain a
                    replacement tenant or tenants, including expenses
                    hereinafter described in subparagraph (dd)(ii) relating to
                    recovery of the Premises, preparation for reletting and for
                    reletting itself), and (ii) the cost of performing any other
                    covenants which would have otherwise been performed by
                    Tenant.

                             (dd)    (i) Upon termination of Tenant's right to
                   possession of the demised Premises, regardless of whether
                   such termination occurs as a result of a dispossessory
                   proceeding, distraint proceeding, exercise of right of
                   termination, re-entry, lease expiration or otherwise, Tenant
                   shall remain liable for payment of all rent thereafter
                   accruing and for performance of all obligations thereafter
                   performable under this Lease. Landlord may, at Landlord's
                   option, enter the Premises, remove Tenant's signs and other
                   evidences of tenancy, and take and hold possession thereof as
                   provided in subparagraph (bb) above, without such entry and
                   possession releasing Tenant from any obligation, including
                   Tenant's obligation to pay rent, including any amounts
                   treated as additional rent, hereunder for the full term of
                   the Lease.

                                     (ii) Landlord may, but need not, relet the
                    Premises or any part thereof for such rent and upon such
                    terms as Landlord in its sole discretion shall determine
                    (including the right to relet the Premises for a greater or
                    lesser term than that remaining under this Lease, the right
                    to relet the Premises as a part of a larger area, and the
                    right to change the character and use made of the Premises)
                    and Landlord shall not be required to accept any tenant
                    offered by Tenant or to observe any instructions given by
                    Tenant about such reletting. In any such case, Landlord may
                    make repairs, alterations and additions in or to the
                    Premises, and redecorate the same to the extent Landlord
                    deems necessary or desirable, and Tenant shall, upon demand,
                    pay the cost thereof, together with Landlord's expenses for
                    reletting, including, without limitation, any broker's
                    commission incurred by Landlord (such amounts to be prorated
                    over the term of any replacement lease in which the original
                    term thereof extends beyond the original term of this
                    Lease). If the consideration collected by Landlord upon any
                    such reletting plus any sums previously collected from
                    Tenant are not sufficient to pay the full amount of all
                    rent, including any amounts treated as additional rent
                    hereunder and other sums reserved in this Lease for the
                    remaining term hereof, together with the costs of repairs,
                    alterations, additions, redecorating, and Lessor's expenses
                    of reletting (such amounts to be prorated over the term of
                    any replacement lease in which the original term thereof
                    extends beyond the original term of this Lease) and the
                    collection of the rent accruing therefrom (including
                    attorneys' fees and broker's commissions), Tenant shall pay
                    to Landlord, as Landlord's liquidated damages and not as a
                    forfeiture or penalty, the amount of such deficiency as it
                    occurs and Tenant agrees that Landlord may file suit to
                    recover any sums falling due under this section from time
                    to time.

                             (ee)    Landlord may, at Landlord's option, in
                    accordance with and to the extent permitted by applicable
                    law, enter into and upon the Premises, with or without
                    process of law, if Landlord determines in its sole
                    discretion that Tenant is not acting within a commercially
                    reasonable time to maintain, repair or replace anything for
                    which Tenant is responsible hereunder, and correct the same,
                    without being deemed in any manner guilty of trespass,
                    eviction or forcible entry and detainer and without
                    incurring any liability for any damage resulting therefrom,
                    and Tenant agrees to reimburse Landlord, on demand, as
                    additional rent, for any expenses which Landlord may incur
                    in thus effecting compliance with Tenant's obligations under
                    this Lease.

                             (ff)    Any and all property which may be removed
                    from the Premises by Landlord pursuant to the authority of
                    the Lease or of law, to which Tenant is or may be entitled,
                    may be handled, removed and stored, as the case may be, by
                    or at the direction of Landlord at the risk, cost and
                    expense of Tenant, and Landlord shall in no event be
                    responsible for the preservation or safekeeping thereof.
                    Tenant shall pay to Landlord, upon demand, any and all
                    expenses incurred in such removal and all storage charges
                    against such property so long as the same shall be in
                    Landlord's possession or under Landlord's control.  Any such
                    property of Tenant not retaken by Tenant from storage within
                    thirty (30) days after notice to


                                       17

<PAGE>   19




                    Tenant of its removal from the Premises shall, at
                    Landlord's option, be deemed conveyed by Tenant to Landlord
                    under this Lease as by a bill of sale without further
                    payment or credit by Landlord to Tenant.

                         Pursuit of any of the foregoing remedies shall not
                    preclude pursuit of any of the other remedies herein
                    provided or any other remedies provided by law or available
                    in equity (all such remedies being cumulative), nor shall
                    pursuit of any remedy herein provided constitute a
                    forfeiture or waiver of any rent due to Landlord hereunder
                    or of any damages accruing to Landlord by reason of the
                    violation of any of the terms, provisions and covenants
                    herein contained. No act or thing done by Landlord or its
                    agents during the term hereby granted shall be deemed a
                    termination of this Lease or an acceptance of the surrender
                    of the Premises, and no agreement to terminate this Lease or
                    accept a surrender of said Premises shall be valid unless in
                    writing signed by Landlord. No waiver by Landlord of any
                    violation or breach of any of the terms, provisions and
                    covenants herein contained shall be deemed or construed to
                    constitute a waiver of any other violation or breach of any
                    of the terms, provisions and covenants herein contained.
                    Landlord's acceptance of the payment of rental or other
                    payments hereunder after the occurrence of an event of
                    default shall not be construed as a waiver of such default,
                    unless Landlord so notifies Tenant in writing. Forbearance
                    by Landlord in enforcing one or more of the remedies herein
                    provided upon an event of default shall not be deemed or
                    construed to constitute a waiver of such default or of
                    Landlord's right to enforce any such remedies with respect
                    to such default or any subsequent default. If, on account of
                    any breach or default by Tenant in Tenant's obligations
                    under the terms and conditions of this Lease, it shall
                    become necessary or appropriate for Landlord to employ or
                    consult with an attorney concerning or to enforce or defend
                    any of Landlord's rights or remedies hereunder, Tenant
                    agrees to pay reasonable attorneys' fees so incurred, if
                    Landlord prevails in any such action or claim.

                         Without limiting the foregoing, to the extent permitted
                    by law, Tenant hereby: (i) appoints and designates the
                    Premises as a proper place for service of process upon
                    Tenant, and agrees that service of process upon any Manager
                    employed by Tenant upon the Premises constitute personal
                    service of such process upon Tenant (provided, however,
                    Landlord does not hereby waive the right to serve Tenant
                    with process by any other lawful means);(ii) expressly
                    waives any right to trial by jury; and (iii) expressly
                    waives the service of any notice under any existing or
                    future law of the State of Georgia applicable to landlords
                    and tenants.

19. DAMAGE BY       19. (a)  If the Building, improvements, or Premises are
    FIRE, ETC.      rendered partially or wholly untenantable by fire or other
                    casualty, and if such damage cannot, in Landlord's
                    reasonable estimation, be materially restored within ninety
                    (90) days of such damage, then Landlord or Tenant may, at
                    its sole option, terminate this Lease as of the date of
                    such fire or casualty.  Landlord and Tenant each shall
                    exercise its option provided herein by written notice to
                    the other within sixty (60) days of such fire or other
                    casualty.  For purposes hereof, the Building, improvements,
                    or Premises shall be deemed "materially restored" if they
                    are in such condition as would not prevent or materially
                    interfere with Tenant's use of the Premises for the
                    purpose for which it was then being used. Landlord shall
                    exercise its option to terminate provided in this paragraph
                    only if Landlord also terminates the leases of similarly
                    affected tenants that Landlord has the right to terminate.

                         (b)  If this Lease is not terminated pursuant to
                    Paragraph 19(a), then to the extent of available insurance
                    proceeds, Landlord shall proceed with all due diligence
                    to repair and restore the Building, improvements or
                    Premises, as the case may be (except that Landlord may elect
                    not to rebuild if such damage occurs during the last year
                    of the term of this Lease exclusive of any option which
                    is unexercised at the date of such damage); (provided,
                    however, that Tenant may exercise its next available renewal
                    option, if any, at such time to avoid the exercise by
                    Landlord of such right).

                         (c)  If this Lease shall be terminated pursuant to this
                    Paragraph 19, the term of this Lease shall end on the date
                    of such damage as if that date had been originally fixed in
                    this Lease for the expiration of the term hereof.  If this
                    Lease shall not be terminated by Landlord or Tenant pursuant
                    to this Paragraph 19 and if the Premises is untenantable in
                    whole or in part following such damage, the rent payable
                    during the period in which the Premises is untenantable
                    shall be reduced to such extent, if any, as may be fair and
                    reasonable under all of the circumstances.  In the event
                    that Landlord shall fail to complete such repairs and
                    material restoration within one hundred fifty (150) days
                    after the date of such damage, Tenant may at its option and
                    as its sole remedy terminate this Lease by delivering
                    written notice to Landlord, whereupon the Lease shall end on
                    the date of such notice as if the date of such notice

                                       18

<PAGE>   20

                    were the date originally fixed in this Lease for the
                    expiration of the term hereof; provided, however, that if
                    construction is delayed because of changes, deletions, or
                    additions in construction requested by Tenant, strikes,
                    lockouts, casualties, acts of God, war, material or labor
                    shortages, governmental regulation or control or other
                    causes beyond the reasonable control of Landlord, the period
                    for restoration, repair or rebuilding shall be extended for
                    the amount of time Landlord is so delayed, up to a maximum
                    extension of sixty (60) days.

                        In no event shall Landlord be required to rebuild,
                    repair or replace any part of the partitions, fixtures,
                    additions or other improvements which may have been placed
                    in or about the Premises by Tenant, except to the extent
                    covered by Landlord's insurance and not Tenant's insurance.
                    Any insurance which may be carried by Landlord or Tenant
                    against loss or damage to the Building or Premises shall be
                    for the sole benefit of the party carrying such insurance
                    and under its sole control except that Landlord's insurance
                    may be subject to control by (i) the holder or holders of
                    any indebtedness secured by a mortgage or deed to secure
                    debt covering any interest of Landlord in the Premises, the
                    Building, or the Property, and/or (ii) the ground lessor of
                    any portion of the Property.

                        (d)   Notwithstanding anything herein to the contrary,
                    in the event the holder of any indebtedness secured by a
                    mortgage or deed to secure debt covering the Premises,
                    Building or Property, or the ground lessor of the Property,
                    requires that any insurance proceeds be paid to it, then
                    Landlord shall have the right to terminate this Lease by
                    delivering written notice of termination to Tenant within
                    fifteen (15) days after such requirement is made by any such
                    person, whereupon the Lease shall end on the date of such
                    damage as if the date of such damage were the date
                    originally fixed in this Lease for the expiration of the
                    term.

                        (e)   In the event of any damage or destruction to the
                    Building or the Premises by any peril covered by the
                    provisions of this Paragraph 19, Tenant shall, upon notice
                    from Landlord, remove forthwith, at its sole cost and
                    expense, such portion or all of the property belonging to
                    Tenant or its licensees from such portion or all of the
                    Building or the Premises as Landlord shall reasonably
                    request and Tenant, except to the extent resulting from the
                    gross negligence or willful misconduct of Landlord, hereby
                    indemnifies, defends and holds Landlord harmless from any
                    loss, liability, costs, and expenses, including attorneys'
                    fees, arising out of any claim of damage or injury as a
                    result of such removal and any alleged failure to properly
                    secure the Premises prior to such removal; provided,
                    however, that Tenant may store its property at the Premises
                    so long as such storage does not interfere with any repair
                    or restoration of the Premises or the Building.

20. CONDEMNATION.   20. (a)   If any substantial part of the Property, or any
                    portion of the Premises or such portion of the parking areas
                    for the Building as will result in the Building having
                    insufficient parking spaces under applicable zoning
                    ordinances and insufficient parking spaces to provide 3.2
                    spaces per 1,000 square feet of rentable space in the
                    Building, should be taken for any public or quasi-public
                    use under governmental law, ordinance or regulation, or by
                    right of eminent domain, or by private purchase in lieu
                    thereof, and the taking would prevent or materially
                    interfere with access to the Premises or the use of the
                    Premises for the purpose for which it is then being used,
                    this Lease shall terminate effective when the physical
                    taking shall occur in the same manner as if the date of such
                    taking were the date originally fixed in this Lease for the
                    expiration of the term hereof.

                        (b)   If part of the Premises shall be taken for any
                    public or quasi-public use under any governmental law,
                    ordinance or regulation, or by right of eminent domain, or
                    by private purchase in lieu thereof, and this Lease is not
                    terminated as provided in the subparagraph above, this Lease
                    shall not terminate but the rent payable hereunder during
                    the unexpired portion of this Lease shall be reduced to
                    such extent, if any, as may be fair and reasonable under all
                    of the circumstances and Landlord shall undertake to restore
                    the Premises to a condition suitable for Tenant's use, as
                    near to the condition thereof immediately prior to such
                    taking as is reasonably feasible under all circumstances.

                        (c)   Tenant shall not share in any condemnation award
                    or payment in lieu thereof or in any award for damages
                    resulting from any grade change of adjacent streets, the
                    same being hereby assigned to Landlord by Tenant; provided,
                    however, that Tenant may separately claim and receive from
                    the condemning authority, if legally payable, compensation
                    for Tenant's removal and relocation costs, for Tenant's loss
                    of business and/or business interruption, and for the value
                    of Tenant's personal property.


                                       19

<PAGE>   21



21. SALE BY         21. In the event of a sale or conveyance by Landlord of the
    LANDLORD.       Building, the same shall operate to release Landlord from
                    any future liability upon any of the covenants or
                    conditions, express or implied, herein contained in favor of
                    Tenant, and in such event Tenant agrees to look solely to
                    the responsibility of the successor in interest of Landlord
                    in and to this Lease, which successor in interest shall be
                    bound by the obligations and provisions hereof accruing
                    during such party's ownership of the Building. Tenant agrees
                    to attorn to the purchaser or assignee in any such sale.

22. RIGHT OF        22. All covenants and agreements to be performed by Tenant
    LANDLORD TO     under any of the terms of this Lease shall be performed by
    PERFORM.        Tenant at Tenant's sole cost and expense and without any
                    abatement of rent. If Tenant shall fail to perform any acts,
                    covenants or agreements to be performed by Tenant under any
                    of the terms of this Lease or to pay any sum of money, other
                    than rent, required to be paid by it hereunder, and such
                    failure shall continue for ten (10) days after notice
                    thereof by Landlord (or such longer period of time
                    reasonably necessary to cure such failure, provided Tenant
                    commences such cure within such ten (10)-day period and
                    thereafter diligently pursues the same completion), Landlord
                    may, but shall not be obligated so to do, and without
                    waiving or releasing Tenant from any obligations of Tenant,
                    make any such payment or perform any such act, covenant or
                    agreement on Tenant's part to be made or performed as in
                    this Lease provided. All sums so paid by Landlord or costs
                    related to Landlord's performance of such acts, covenants or
                    agreements and all necessary incidental costs, together with
                    interest thereon at the Agreed Interest Rate as defined in
                    Paragraph 8 hereof from the date of such payment by
                    Landlord, shall be payable as additional rent to Landlord on
                    demand, and Tenant covenants to pay any such sums, and
                    Landlord shall have, in addition to any other right or
                    remedy of the Landlord, the same rights and remedies in the
                    event of nonpayment thereof by Tenant as in the case of
                    default by Tenant in the payment of the rent. Nothing in
                    this paragraph shall be deemed to create an event of default
                    not otherwise provided for in paragraph 18 of this Lease.

23. SURRENDER       23. (a)   If requested by Landlord, tenant shall, at least
    OF PREMISES.    one hundred eighty (180) days before the last day of the
                    term hereof, give to Landlord a written notice of intention
                    to surrender the Premises on that date, but nothing
                    contained herein or in the failure of Tenant to give such
                    notice shall be construed as an extension of the term hereof
                    or as consent of Landlord to any holding over by Tenant.

                        (b)  At the end of the Lease Term, Tenant agrees to
                    peaceably deliver up to the Landlord possession of the
                    Premises, in the same condition as received on the 2nd Floor
                    Commencement Date and the 3rd Floor Commencement Date,
                    ordinary wear and tear, damage by fire, earthquake, and
                    other acts of God excepted. Unless otherwise agreed to in
                    writing by Landlord, Tenant shall remove, at Tenant's sole
                    cost and expense, all permanent improvements or additions to
                    the Premises installed by or at the expense of Tenant after
                    the lease commencement date, together with all furniture,
                    equipment and computer and telephone cables belonging to
                    Tenant (whenever installed), and repair any damage resulting
                    from such removal. Any property not so removed shall be
                    deemed abandoned by the Tenant, and title to the same shall
                    thereupon pass to Landlord. Landlord shall have the right
                    to remove and dispose of such abandoned property, and the
                    costs associated therewith shall be promptly reimbursed by
                    Tenant.

                        (c)   The voluntary or other surrender of this Lease by
                    Tenant, or a mutual cancellation thereof, shall not work
                    a merger, and shall, at the option of the Landlord,
                    terminate all or any existing subleases or subtenancies, or
                    may, at the option of Landlord, operate as an assignment to
                    it of any or all such subleases or subtenancies.

24. WAIVER.         24. If either Landlord or Tenant waives the performance of
                    any term, covenant or condition contained in this Lease,
                    such waiver shall not be deemed to be a waiver of any
                    subsequent breach of the same or any other term, covenant or
                    condition contained herein. Furthermore, the acceptance of
                    rent by Landlord shall not


                                       20

<PAGE>   22


                    constitute a waiver of any preceding breach by Tenant of any
                    term, covenant or condition of this Lease, regardless of
                    Landlord's knowledge of such preceding breach at the time
                    Landlord accepted such rent. Failure by Landlord to enforce
                    any of the terms, covenants or conditions of this Lease for
                    any length of time shall not be deemed to waive or to
                    decrease the right of Landlord to insist thereafter upon
                    strict performance by Tenant. Waiver by Landlord of any
                    term, covenant or condition contained in this Lease may only
                    be made by a written document signed by Landlord.

25. NOTICES.        25. Whenever any notice, demand or request is required or
                    permitted hereunder, such notice, demand or request shall be
                    hand-delivered in person, by reputable courier service or
                    sent by United States Mail, registered, postage prepaid, to
                    the addresses set forth below:

                    If to Landlord:          Galleria 400, LLC
                                             c/o Childress Klein Properties
                                             300 Galleria Parkway
                                             Suite 600
                                             Atlanta, Georgia 30339

                    If to Tenant:            Eltrax Systems, Inc.
                                             400 Galleria Parkway
                                             Suite 300
                                             Atlanta, GA 30339
                                             Attn: MANAGER

                    With a copy to:          Clunet Lewis
                                             Eltrax Systems, Inc.
                                             2000 Town Center
                                             Suite 690
                                             Southfield, Michigan 48075

                         Any notice, demand or request which shall be served
                    upon either of the parties in the manner aforesaid shall be
                    deemed sufficiently given for all purposes hereunder (i) at
                    the time such notices, demands or requests are hand-
                    delivered in person or by overnight courier service or (ii)
                    on the third day after the mailing of such notices, demands
                    or requests in accordance with the preceding portion of this
                    paragraph.

                         Either Landlord or Tenant shall have the right from
                    time to time to designate by written notice to the other
                    party such other places in the United States as Landlord or
                    Tenant may desire written notice to be delivered or sent in
                    accordance herewith; provided, however, at no time shall
                    either party be required to send more than an original and
                    two copies of any such notice, demand or request required or
                    permitted hereunder.

                         Notwithstanding the foregoing, all rental payments
                    under this Lease shall be sent to the address specified in
                    paragraph 2(a) above.

26. CERTAIN RIGHTS  26.  Landlord reserves and may exercise the following rights
    RESERVED TO     without affecting Tenant's obligations hereunder:
    THE LANDLORD.

                         (a)   To change the name of the Building;
                         (b)   To designate all sources furnishing sign painting
                    and lettering, ice, drinking water, towels, coffee cart
                    service and toilet supplies, lamps and bulbs used in the
                    Premises;
                         (c)   To retain at all times pass keys to the
                    Premises;
                         (d)   To grant to anyone the exclusive right to conduct
                    any particular business or undertaking in the Building, as
                    long as such business or undertaking does not alter the
                    Class A nature of the Building; and
                         (e)   To close the Building after regular work hours
                    and on legal holidays subject, however, to Tenant's right
                    to admittance, under such reasonable regulations as
                    Landlord may prescribe from time to time, which may include
                    by way of example but not of limitation, that persons
                    entering or leaving the Building register and provide
                    sufficient forms of identification to a watchman and that
                    said persons establish their right to enter or leave the
                    Building; and

                         (f)   To take any and all measures, including
                    inspections, repairs, alterations, decorations, additions
                    and improvements to the Premises or the Building, and
                    identification and admittance procedures for access to the
                    Building as may be reasonably necessary or desirable for the
                    safety, protection, preservation or security of the Premises
                    or the Building or Landlord's interest, or as may be
                    necessary or desirable in the operation of the Building.

                                       21

<PAGE>   23

                    Subject to the provisions of this Lease, and provided
                    Landlord complies with all requirements of law, Landlord
                    may enter upon the Premises and may exercise any or all of
                    the foregoing rights hereby reserved without being deemed
                    guilty of an eviction or disturbance of Tenant's use or
                    possession and without being liable in any manner to Tenant
                    and without abatement of rent or affecting any of Tenant's
                    obligations hereunder.

27. ABANDONMENT.

28. SUCCESSORS      28. Subject to the provisions of Paragraph 9 hereof, the
    AND ASSIGNS.    terms, covenants, and conditions contained herein shall be
                    binding upon and inure to the benefit of the heirs,
                    successors, executors, administrators and assigns of the
                    parties hereto.

29. ATTORNEYS'      29. In the event that any action or proceeding is brought to
    FEES            enforce any term, covenant or condition of this Lease on the
                    part of Landlord or Tenant, the prevailing party in such
                    litigation shall be entitled to reasonable attorneys' fees
                    to be fixed by the Court in such action or proceeding.


30. CORPORATE       30. If Tenant signs as a corporation, each of the persons
    AUTHORITY.      executing this Lease on behalf of Tenant does hereby
                    covenant and warrant that Tenant is a duly authorized and
                    existing corporation, that Tenant has and is qualified to do
                    business in Georgia, that the corporation has full right and
                    authority to enter into this Lease, and that each and both
                    of the persons signing on behalf of the corporation were
                    authorized to do so. Upon Landlord's request, Tenant shall
                    provide Landlord with evidence reasonably satisfactory to
                    Landlord confirming the foregoing covenants and warranties.
                    If Tenant signs as any other legal entity, Tenant shall
                    provide Landlord with reasonable evidence of authority.
                    Landlord represents to Tenant that Landlord is a duly
                    authorized and existing limited liability company, that
                    Landlord has and is qualified to do business in Georgia,
                    that Landlord has full right and authority to enter into
                    this Lease, and that each of the persons signing on behalf
                    of Landlord were authorized to do so.


31. MORTGAGE        31. Any provisions of this Lease requiring the approval or
    APPROVALS.      consent of Landlord shall not be deemed to have been
                    unreasonably withheld if any mortgagee (which shall include
                    the holder of any deed to secure debt) of the Premises,
                    Building or Property or any portion thereof shall refuse or
                    withhold its approval or consent thereto. Any requirement of
                    Landlord pursuant to this Lease which is imposed pursuant to
                    the direction of any such mortgagee shall be deemed to have
                    been reasonably imposed by Landlord if made in good faith.

32. MISCELLANEOUS.  32. (a) The paragraph headings herein are for convenience
                    of reference and shall in no way define, increase, limit, or
                    describe the scope or intent of any provision of this Lease.
                    The term "Landlord" as used in this Lease shall include the
                    Landlord, its successors and assigns. In any case where this
                    Lease is signed by more than one person, the obligations
                    hereunder shall be joint and several. The term "Tenant" or
                    any pronoun used in place thereof shall indicate and include
                    the masculine or feminine, the singular or plural number,
                    individuals, firms or corporations, and each of their
                    respective successors, executors, administrators, and
                    permitted assigns, according to the context hereof.

                         (b)   Time is of the essence of this Lease and all of
                    its provisions. This Lease shall in all respects be governed
                    by the laws of the State of Georgia. This Lease, together
                    with its exhibits, contains all the agreements of the
                    parties hereto and supersedes any previous negotiations.
                    There have been no representations made by the Landlord or
                    understandings made between the parties other than those set
                    forth in this Lease and its exhibits. This Lease may not be
                    modified except by a written instrument by the parties
                    hereto.

                         (c)   If for any reason whatsoever any of the
                    provisions hereof shall be unenforceable or ineffective, all
                    of the other provisions shall be and remain in full force
                    and effect.

                         (d)   All obligations of Tenant hereunder not fully
                    performed as of the expiration or earlier termination of the
                    term at this Lease shall survive the expiration or earlier
                    termination of the term hereof.

                         (e)   If any clause, phrase, provision or portion of
                    this Lease or the application



                                       22

<PAGE>   24


                    thereof to any person or circumstance shall be invalid or
                    unenforceable under applicable law, such event shall not
                    affect, impair or render invalid or unenforceable the
                    remainder of this Lease or any other clause, phrase,
                    provision or portion hereof, nor shall it affect the
                    application of any clause, phrase, provision or portion
                    hereof to other persons or circumstances, and it is also the
                    intention of the parties to this Lease that in lieu of each
                    such clause, phrase, provision or portion of this Lease that
                    is invalid or unenforceable, there be added as a part of
                    this Lease a clause, phrase, provision or portion as similar
                    in terms to such invalid or unenforceable clause, phrase,
                    provision or portion as may be possible and be valid and
                    enforceable.

                         (f)   Whenever a period of time is herein prescribed
                    for action to be taken by Landlord, the Landlord shall not
                    be liable or responsible for, and there shall be excluded
                    from the computation for any such period of time, any delays
                    due to causes of any kind whatsoever which are beyond the
                    control of Landlord. Whenever a period of time is herein
                    prescribed for any repairs or other nonmonetary actions to
                    be made by Tenant, Tenant shall not be liable or responsible
                    for, and there shall be excluded from the computation for
                    any such period of time, any delays due to causes of any
                    kind whatsoever which are beyond the control of Tenant;
                    excepting, however, that such limitations shall in no
                    manner apply to any obligation to pay rent or any other
                    obligation that can be satisfied solely by the payment of
                    money.

33.  LANDLORD'S
     LIEN.


34.  QUIET          34. Landlord represents and warrants that it has full right
     ENJOYMENT.     and authority to enter into this Lease and that Tenant,
                    while paying the rental and performing its other covenants
                    and agreements herein set forth, shall peaceably and quietly
                    have, hold and enjoy the Premises for the term hereof
                    without hindrance, interference or molestation from Landlord
                    or those claiming by or through Landlord, subject to the
                    terms and provisions of this Lease; provided, however, that
                    Landlord shall not be liable for any interference, nuisance
                    or disturbance by other tenants or third persons, nor shall
                    Tenant be released from any of the obligations of this Lease
                    because of such interference, nuisance or disturbance.
                    Landlord shall use good faith efforts to stop any other
                    tenant in the Building from taking actions not permitted in
                    its lease that interfere with or disturb Tenant's occupancy
                    of the Premises.


35. LANDLORD'S
    LIABILITY.      Any liability of Landlord hereunder shall be enforceable
                    only out of the interest of Landlord in the Building and the
                    Property and in no event out of the separate assets of
                    Landlord or any shareholder or partner of Landlord.


                                       23

<PAGE>   25
36. RIGHT TO
    RELOCATE.


37. NO ESTATE.          37. This contract shall create the relationship of
                        Landlord and Tenant, and no estate shall pass out of
                        Landlord. Tenant has only a usufruct, not subject to
                        levy and sale and not assignable by Tenant, except as
                        provided for herein and in compliance herewith.

38. LEASE               38. Submission of this instrument for examination or
    EFFECTIVE DATE.     signature by Tenant does not constitute a reservation of
                        or option for lease, and it is not effective as a lease
                        or otherwise until execution and delivery by both
                        Landlord and Tenant.

39. RULES AND
    REGULATIONS.        39. (a) Tenant shall faithfully observe and comply with
                        the rules and regulations printed on or annexed to this
                        Lease as Exhibit "A" which is attached hereto and made a
                        part hereof and all reasonable modifications thereof and
                        additions thereto from time to time put into effect by
                        Landlord. Landlord shall supply Tenant with any changes
                        or amendments to said rules. Landlord shall not be
                        responsible for the nonperformance by any other tenant
                        or occupant of the Building of any of said rules and
                        regulations. Tenant shall faithfully observe and comply
                        with the rules and regulations put into effect from time
                        to time by the owners of other buildings and property
                        within the Atlanta Galleria complex and applicable to
                        the common areas serving the Atlanta Galleria complex.
                        Tenant will be responsible for causing its employees,
                        customers, subtenants, licensees, invitees, agents,
                        concessionaires and contractors to comply with all such
                        rules and regulations. Landlord shall not enforce any
                        such rules and regulations in a discriminatory manner.

                              (b) Tenant acknowledges and agrees that Landlord
                        may insist upon compliance with and enforce the rules
                        and regulations as well as any laws, statutes,
                        ordinances or governmental rules or regulations as
                        mentioned in Paragraph 5 above, and may, pursuant to the
                        Georgia Criminal Trespass Statute (Official Code of
                        Georgia Annotated, Section 16-7-21), prohibit any person
                        including any of Tenant's employees, agents, customers,
                        licensees, guests, invitees, concessionaires, or
                        contractors from entering or remaining upon all or any
                        portion of the Building, including the Premises, or any
                        other building or property within the Atlanta Galleria
                        complex, including the hotel, office towers, parks,
                        gardens, roadways, parking lots, parking decks,
                        performance stages, and all other buildings, land or
                        property, if Landlord reasonably determines that said
                        person has not complied with any law, ordinance, rule or
                        regulation or poses a threat to the safety, welfare or
                        health of any person or to the maintenance or
                        orderliness of the administration of the Building.
                        Tenant shall not be responsible for enforcing any such
                        prohibition by Landlord. Tenant further agrees that it
                        shall not interfere with or object to Landlord's
                        enforcement of any such laws, ordinances, rules and
                        regulations including Official Code of Georgia
                        Annotated, Section 16-77-21 or any similar statute.

40. SPECIAL             40. Special Stipulations to this Lease are set forth on
    STIPULATIONS.       Exhibit "E" attached hereto and made a part hereof. In
                        the event of any conflict between any provision set
                        forth in Exhibit "E" and any provision contained
                        elsewhere in this Lease, the former in all events shall
                        supersede, prevail and control.

41. GUARANTY.


42. CONDITION.

43. BROKERAGE           43. Each Landlord and Tenant represents that it has not
    COMMISSIONS.        engaged or worked with any real estate brokers or agents
                        other than The Dryman Team and Childress Klein
                        Properties (collectively, "Brokers") in connection with
                        this Lease for the Premises. Tenant shall indemnify and
                        hold harmless Landlord and Landlord's agents from and
                        against any and all claims for commissions or other
                        compensation, and any liabilities, damages and costs
                        relating thereto, that may be asserted by any


                                       24
<PAGE>   26

                        person or entity other than Brokers to the extent that
                        Tenant has engaged such person or such claim results
                        from any action of Tenant. Landlord shall be responsible
                        for the payment of commissions to Brokers pursuant to
                        separate agreements with Landlord. Landlord shall
                        indemnify and hold harmless Tenant and Tenant's agents
                        from and against any and all claims for commissions or
                        other compensation, and any liabilities, damages and
                        costs relating thereto, that may be asserted by any
                        person or entity to the extent that Landlord has engaged
                        such person or such claim results from any action of
                        Landlord.


44. EXCULPATION         44. This Lease is executed by certain employees of The
                        State Teachers Retirement System of Ohio, not
                        individually, but solely on behalf of Landlord, the
                        authorized nominee and agent for The State Teachers
                        Retirement Board of Ohio ("STRBO"). In consideration for
                        entering into this Lease, Tenant hereby waives any
                        rights to bring a cause of action against the
                        individuals executing this Lease on behalf of Landlord
                        (except for any cause of action based upon lack of
                        authority or fraud), and all persons dealing with
                        Landlord must look solely to Landlord's assets for the
                        enforcement of any claim against Landlord, and the
                        obligations hereunder are not binding upon, nor shall
                        resort be had to the private property of any of, the
                        trustees, officers, directors, employees or agents of
                        STRBO. Nothing contained in this Paragraph 44 shall be
                        deemed to limit the provisions of Paragraph 35 above.


                        IN WITNESS WHEREOF, the parties hereto have executed
                        this Lease the day and year first above written.


                                   LANDLORD: GALLERIA 400, LLC


                                   By:  /s/ Stephen A. Mitchell
                                      -----------------------------------
                                      Name:  Stephen A. Mitchell
                                           ------------------------------
                                      Title:  Deputy Executive -
                                              Director - Investments
                                            -----------------------------

                                   Attest:  /s/ Lora J. Rodgers
                                          -------------------------------
                                          Name:  Lora J. Rodgers
                                               --------------------------
                                          Title:  RE Support Asst. -
                                                  MW Region
                                               --------------------------

                                   TENANT: ELTRAX SYSTEMS, INC.


                                   By:  /s/ Don G. Hallacy
                                      -----------------------------------
                                      Name:  Don G. Hallacy
                                           ------------------------------
                                      Title:  President & CEO
                                            -----------------------------

                                   Attest:  /s/ William A. Fielder, III
                                          -------------------------------
                                          Name:  William A. Fielder, III
                                               --------------------------
                                          Title:  CFO
                                               --------------------------


                                                    (CORPORATE SEAL)

                                       25
<PAGE>   27

                                  EXHIBIT "A"

                              RULES AND REGULATIONS

1.          Sidewalks, halls, passages, exits, entrances, elevators, escalators
            and stairways shall not be obstructed by Tenants or used by them for
            any purpose other than for ingress and egress from their respective
            Premises. The halls, passages, exits, entrances, elevators and
            stairways are not for the use of the general public and Landlord
            shall in all cases retain the right to control and prevent access
            thereto by all persons whose presence, in the judgment of Landlord,
            shall be prejudicial to the safety, character, reputation and
            interests of the Building and its Tenants, provided that nothing
            herein contained shall be construed to prevent such access to
            persons with whom any Tenant normally deals in the ordinary course
            of such Tenant's business unless such persons are engaged in illegal
            activities. No Tenant, and no employees or invitees of any Tenant,
            shall go upon the roof of the Building, except as authorized by
            Landlord or in this Lease.

2.          Except for exterior signage of Tenant otherwise expressly permitted
            in this Lease, no sign, placard, picture, name, advertisement,
            notice or other such item visible from the exterior of Premises
            shall be inscribed, painted, illuminated, affixed, installed or
            otherwise displayed by any Tenant either on its Premises or any part
            of the Building without the prior written consent of Landlord, and
            Landlord shall have the right to remove any such sign, placard,
            picture, name, advertisement, notice or other such item without
            notice to and at the expense of Tenant.

            If Landlord shall have given such consent to any Tenant at any time,
            whether before or after the execution of the Lease, such consent
            shall in no way operate as a waiver or release of any of the
            provisions hereof or of such Lease, and shall be deemed to relate
            only to the particular sign, placard, picture, name, advertisement
            or notice so consented to by Landlord and shall not be construed as
            dispensing with the necessity of obtaining the specific written
            consent of Landlord with respect to any other such sign, placard,
            picture, name, advertisement or notice.

            All approved signs or lettering on doors and walls shall be printed,
            painted, affixed and inscribed at the expense of the Tenant by a
            person approved by Landlord.

3.          The bulletin board or directory of the Building will be provided
            exclusively for the display of the name and location of Tenants only
            and Landlord reserves the right to exclude any other names
            therefrom, including the names of any subtenants of Tenant.

4.          No curtains, draperies, blinds, shutters, shades, screens or other
            coverings, awnings, hangings or decorations shall be attached to,
            hung or placed in, or used in connection with, any window or door
            on any Premises without the prior written consent of Landlord. In
            any event with the prior written consent of landlord, all such items
            shall be installed inboard of Landlord's standard window covering
            and shall in no way be visible from the exterior of the Building. No
            articles shall be placed or kept on the window sills so as to be
            visible from the exterior of the Building. No articles shall be
            placed against glass partitions or doors which might appear
            unsightly from outside Tenant's Premises.

5.          Landlord reserves the right to exclude from the Building between the
            hours of 6pm and 8am on Monday through Friday and at all hours on
            Saturdays, Sundays, and holidays all persons who are not Tenants or
            their accompanied guests in the Building. Each Tenant shall be
            responsible for all persons for whom it allows to enter the Building
            and shall be liable to Landlord for all acts of such persons.

            Landlord shall in no case be liable for damages for error with
            regard to the admission to or exclusion from the Building of any
            person.

            During the continuance of any invasion, mob, riot, public excitement
            or other circumstances rendering such action advisable in Landlord's
            opinion, Landlord reserves the right to prevent access to the
            Building by closing and/or locking the doors, or otherwise, for the
            safety of Tenants and protection of the Building and property in the
            Building.

6.          No Tenant shall employ any person or persons for the purpose of
            cleaning Premises unless otherwise agreed to by Landlord in writing.
            Except with the written consent of Landlord no person or persons
            other than those approved by Landlord shall be permitted to enter
            the Building for the purpose of cleaning same. No Tenant shall cause
            any unnecessary labor by reason of such Tenant's carelessness or
            indifference in the preservation of good order and cleanliness of
            the Premises. Landlord shall in no way be responsible to any tenant
            for any loss of property on the Premises, however occurring, or for
            any damage done to the effects of any Tenant by the janitor or any
            other employee or any other person.

7.          No Tenant shall accept barbering or bootblacking or carwashing
            services in its Premises or in the Building, or on the Property,
            except from persons authorized by Landlord.
<PAGE>   28

8.          Each Tenant shall see that all doors of its Premises are closed and
            securely locked and must observe strict care and caution that all
            water faucets, water apparatus, coffee makers and any other
            electrical appliances or equipment are entirely shut off before the
            Tenant or its employees leave such Premises, and that all utilities
            shall likewise be carefully shut off so as to prevent waste or
            damage, and for any default or carelessness the Tenant shall make
            good all injuries sustained by other Tenants or occupants of the
            Building of Landlord. On multiple tenancy floors, all Tenants shall
            keep the door or doors to the Building corridors closed at all times
            except for ingress and egress.

9.          As more specifically provided in the Tenant's Lease of the Premises,
            Tenant shall not waste electricity, water or air-conditioning and
            agrees to cooperate fully with Landlord to assure the most effective
            operation of the Building's heating and air-conditioning, and shall
            refrain from attempting to adjust any controls.

10.         No Tenant shall alter any lock or access device or install a new or
            additional lock or access device or any bolt on any door of its
            Premises without the prior written consent of Landlord.

11.         No Tenant shall make or have made additional copies of any keys or
            access devices provided by Landlord. Each Tenant, upon the
            termination of the Tenancy, shall deliver to Landlord all the keys
            or access devices for the Building, offices, rooms and toilet rooms
            which shall have been furnished Tenant or which Tenant shall have
            had made. In the event of the loss of any keys or access devices so
            furnished by Landlord, Tenant shall pay Landlord $7.00 per key and
            $10.00 per card for replacement thereof, which amounts are subject
            to change based upon changes in Landlord's actual costs for
            replacement thereof.


12.         The toilet rooms, toilets, urinals, wash bowls and other apparatus
            within the Premises shall not be used for any purpose other than
            that for which they were constructed and no foreign substance of any
            kind whatsoever, including, but not limited to, coffee grounds shall
            be thrown therein, and the expense of any breakage, stoppage or
            damage resulting from the violation of this rule shall be borne by
            the Tenant, who, or whose employees or invitees, shall have caused
            it.

13.         No Tenant shall use or keep in its Premises or the Building any
            kerosene, gasoline or flammable or combustible fluid or material
            other than limited quantities necessary for the operation or
            maintenance of office equipment. No tenant shall use any method of
            heating or air-conditioning other than that supplied by Landlord or
            as permitted in this Lease. In the event flammable or combustible
            fluids or materials are permitted by Landlord in the Premises, these
            materials must be maintained and secured so as to comply with all
            laws, rules and regulations governing such materials, including but
            not limited to, all fire codes.

14.         No Tenant shall use, keep or permit to be used or kept in its
            Premises any foul or noxious gas or substance or permit or suffer
            such Premises to be occupied or used in a manner offensive or
            objectionable to Landlord or other occupants of the Building by
            reason of noise, odors and/or vibrations or interfere in any way
            with other Tenants or those having business therein, nor shall any
            animals or birds be brought or kept in or about any Premises of the
            Building.

15.         No cooking shall be done or permitted by any Tenant on its Premises
            without the consent of Landlord (except that use by the Tenant of
            Underwriters' Laboratory approved microwaves and/or equipment for
            the preparation of coffee, tea, hot chocolate and similar beverages
            for Tenants and their employees shall be permitted, provided that
            such equipment and use is in accordance with applicable federal,
            state and city laws, codes, ordinances, rules and regulations) nor
            shall Premises be used for lodging.

16.         Except with the prior written consent of Landlord, no Tenant shall
            sell, permit the sale, at retail, of newspapers, magazines,
            periodicals, theater tickets or any other goods or merchandise in or
            on any Premises, nor shall Tenant carry on, or permit or allow any
            employee or other person to carry on, the business of stenography,
            typewriting or any similar business in or from any Premises for the
            service or accommodation of occupants of any other portion of the
            Building, nor shall the Premises of any Tenant be used for the
            storage of merchandise or for manufacturing of any kind, or the
            business of a public barber shop, beauty parlor, nor shall the
            Premises of any Tenant be used for any improper, immoral or
            objectionable purpose, or any business activity other than that
            specifically provided for in such Tenant's lease.

17.         If Tenant requires telegraphic, telephonic, burglar alarm or similar
            services, it shall first obtain, and comply with, Landlord's
            instructions in their installation.

18.         Landlord will direct electricians as to where and how telephone,
            telegraph and electrical wires are to be introduced or installed.
            No boring or cutting for wires will be allowed without the prior
            written consent of Landlord. The location of burglar alarms,
            telephones, call boxes or other office equipment affixed to all
            Premises shall be subject to the written approval of Landlord.

19.         No Tenant shall install any radio or television antenna, loudspeaker
            or any other device on the exterior walls or the roof of the
            Building except as permitted in this Lease. Tenant shall not
<PAGE>   29
     interfere with radio or television broadcasting or reception from or in the
     Building or elsewhere.

20.  No Tenant shall lay linoleum, tile, carpet or any other floor covering so
     that the same shall be affixed to the floor of its Premises in any manner
     except as approved in writing by Landlord. The expense of repairing any
     damage resulting from a violation of this rule or the removal of any floor
     covering shall be borne by the Tenant by whom, or by whose contractors,
     employees or invitees, the damage shall have been caused.

21.  No furniture, freight, equipment, materials, supplies, packages,
     merchandise or other property will be received in the Building or carried
     up or down the elevators except between such hours and in such elevators as
     shall be reasonably designated by Landlord. Except with respect to Tenant's
     initial move into the Premises, in the event Landlord permits use of the
     Building's loading dock and/or elevators after normal Building hours, then
     Landlord shall have the right to impose reasonable charges on Tenant for
     such use. Landlord shall have the right to prescribe the weight, size and
     position of all safes, furniture, files, bookcases or other heavy equipment
     brought into the Building. Safes or other heavy objects shall, if
     considered necessary by Landlord, stand on wood strips of such thickness as
     determined by Landlord to be necessary to properly distribute the weight
     thereof. Landlord will not be responsible for loss of or damage to any such
     safe, equipment or property from any cause, and all damage done to the
     Building by moving or maintaining any such safe, equipment or other
     property shall be repaired at the expense of Tenant.

     Business machines and mechanical equipment belonging to Tenant which cause
     noise or vibration that may be transmitted to the structure of the Building
     or to any space therein to such a degree as to be objectionable to Landlord
     or to any tenants in the Building shall be placed and maintained by Tenant,
     at Tenant's expense, on vibration eliminators or other devices sufficient
     to eliminate noise or vibration. The persons employed to move such
     equipment in or out of the Building must be acceptable to Landlord.


22.  No Tenant shall place a load upon any floor of the Premises which exceeds
     the load per square foot which such floor was designed to carry and which
     is allowed by law. No Tenant shall mark, or drive nails, screws or drill
     into, the partitions, woodwork or plaster or in any way deface such
     Premises or any part thereof.

23.  There shall not be used in any space, or in the public areas of the
     Building, either by Tenant or others, any hand trucks except those equipped
     with rubber tires and side guards or such other material-handling equipment
     as Landlord may approve. No other vehicles of any kind shall be brought by
     any Tenant into or kept in or about the Premises.

24.  Each Tenant shall store all its trash and garbage within the interior of
     its Premises. No materials shall be placed in the trash boxes or
     receptacles if such material is of such nature that it may not be disposed
     of in the ordinary and customary manner of removing and disposing of trash
     and garbage in this area without violation of any law or ordinance
     governing such disposal. All trash, garbage and refuse disposal shall be
     made only through entryways and elevators provided for such purposes and at
     such times as Landlord may designate.

25.  Canvassing, soliciting, distributing of handbills or any other written
     material, and peddling in the Building are prohibited and each Tenant
     shall cooperate to prevent the same. No Tenant shall make room-to-room
     solicitation of business from other tenants in the Building.

26.  Landlord reserves the right to exclude or expel from the Building any
     person who, in Landlord's judgment, is intoxicated or under the influence
     of alcohol or drugs or who is in violation of any of the rules and
     regulations of the Building.

27.  Without the prior written consent of Landlord, Tenant shall not use the
     name of the Building in connection with or in promoting or advertising the
     business of Tenant except as Tenant's address.

28.  Tenant shall comply with all energy conservation, safety, fire protection
     and evacuation procedures and regulations established by Landlord or any
     governmental agency.


29.  Tenant assumes any and all responsibility for protecting its Premises from
     theft, robbery and pilferage, which includes keeping doors locked and other
     means of entry to the Premises closed.

30.  The requirements of Tenants will be attended to only upon application at
     the office of the Building by an authorized individual. Employees of
     Landlord shall not perform any work or do anything outside of their regular
     duties unless given special instructions from Landlord, and no employees
     will admit any person (Tenant or otherwise) to any office without specific
     instructions from Landlord.

31.  Landlord may waive any one or more of these Rules and Regulations for the
     benefit of any particular Tenant or Tenants, but no such waiver by Landlord
     shall be construed as a waiver of such Rules and Regulations in favor of
     any other Tenant or Tenants, nor prevent Landlord from thereafter
     enforcing any such Rules and Regulations against any or all Tenants of the
     Building.



<PAGE>   30
     Landlord shall not enforce the Rules and Regulations in a discriminatory
     manner.

32.  Landlord reserves the right to make such other and reasonable rules and
     regulations as in its judgment may from time to time be needed for safety
     and security, for care and cleanliness of the Building and for the
     preservation of good order therein. Tenant agrees to abide by all such
     Rules and Regulations hereinabove stated and any additional rules and
     regulations which are adopted, provided such additional rules and
     regulations are of a type customarily adopted for similar first-class
     office buildings and apply to all tenants of the Building.

33.  All wallpaper or vinyl fabric materials which Tenant may install on painted
     walls shall be applied with a strippable adhesive. The use of nonstrippable
     adhesives will cause damage to the walls when materials are removed, and
     repairs made necessary thereby shall be made by Landlord at Tenant's
     expense.

34.  All work proposed by Tenant in the Premises must be pre-approved by
     Landlord. Tenant will refer all contractors, contractors representatives
     and installation technicians, rendering any service to Tenant, to Landlord
     for Landlord's supervision, approval, and control before performance of any
     contractual service. This provision shall apply to all work performed in
     the Premises and other portions of the Building, including installations of
     telephones, telegraph equipment, electrical devices and attachments and
     installations of any nature affecting floors, walls, woodwork, trim,
     windows, ceilings, equipment or any other physical portion of the Building.

35.  Tenant shall give prompt notice to Landlord of any accidents to or defects
     in plumbing, electrical fixtures, or heating apparatus so that such
     accidents or defects may be attended to properly.

36.  Tenant shall be responsible for the observance of all of the foregoing
     Rules and Regulations by Tenant's employees, agents, clients, customers,
     invitees and guests.

37.  These Rules and Regulations are in addition to, and shall not be construed
     to in any way modify, alter or amend, in whole or in part, the terms,
     covenants, agreements and conditions of any Lease of Premises in the
     Building.

38.  Smoking of tobacco products (including, but not limited to, cigarettes,
     cigars, pipes or similar utensils) is expressly prohibited in the lobby,
     hallways, elevators, building entrances, restrooms, stairwells and common
     areas in and around the Building. Tenant shall not permit any of its
     employees, agents, servants, licensees, contractors or invitees to smoke in
     those areas specified in the immediately preceding sentence. Tenant further
     agrees either (i) to prohibit smoking within the Premises, or (ii) if
     smoking is permitted by Tenant within the Premises, to take, at Tenant's
     sole expense, such steps (which steps may include, but not be limited to,
     installing exhaust equipment to supplement the Building's heating,
     ventilation and air conditioning system) as shall be required by Landlord
     to avoid any infiltration of smoke from the Premises into the space of
     other tenants or the common areas in the Building. Tenant further agrees
     that if Tenant shall have taken steps to reduce or eliminate infiltration
     of smoke into the space of other tenants, and, notwithstanding these steps,
     smoke from the Premises continues to be a nuisance to other tenants in the
     Building, then Landlord shall have the right to prohibit smoking in the
     Premises altogether. Tenant acknowledges and agrees that (a) Landlord has
     the right under this paragraph to restrict and/or prohibit smoking in the
     Premises, (b) smoking in the Premises is not an absolute or inherent right
     of Tenant and (c) Landlord's determination that smoking in the Premises
     must be abated shall be final. To enable smokers to have an area outside of
     the Building in which to smoke, the Landlord shall designate from time to
     time specific areas where smoking is permitted, to the extent permitted by
     applicable laws and regulations. Smokers are required to keep all
     designated smoking areas clean, attractive and free of litter. In order to
     comply with present or future laws, regulations or guidelines of
     governmental entities relating to workplace health and safety, Landlord
     retains the right to further alter, move or eliminate such smoking areas
     from time to time and to establish regulations relating thereto as Landlord
     reasonably deems necessary or appropriate.




<PAGE>   31
                                  EXHIBIT "B"

                             WORK LETTER AGREEMENT

1.   IMPROVEMENTS

     (a) At Tenant's expense, Landlord shall furnish and install substantially
in accordance with the construction drawings and specifications approved by
Tenant and Landlord, partitions, doors, lighting fixtures, acoustical ceiling,
floor coverings, electrical outlets, telephone outlets, air conditioning, fire
sprinklers, signage, wall finishes, and construction clean-up and other
improvements required by Tenant which are normally performed by the construction
trades, but excluding those items to be constructed by Landlord pursuant to
Paragraph 1(b) below (collectively, the "Tenant Improvements"). Landlord shall
cause to be prepared at Tenant's expense all architectural plans and
specifications, and all structural, mechanical and electrical engineering plans
and specifications (the "Plans") required for Tenant's occupancy. The
preparation of the Plans shall not include selection of non-building standard
finishes, or any fixtures or furniture, or any other elements of interior
design.

     (b) At Landlord's expense, Landlord shall or has provided the following
(hereinafter referred to as "Landlord's Work"):

     1. HEATING, VENTILATION AND AIR-CONDITIONING: Building standard primary
duct work and perimeter supply and return grilles served by a central air system
to provide normal air conditioning and heating. The cost of changes necessitated
by Tenant's work shall be paid by Tenant.

     2. CEILING GRID AND STANDARD LIGHTING: Building standard ceiling grid.
Building standard acoustical ceiling tiles in crates stacked on floor.
Twenty-four (24) fluorescent building standard lighting fixtures per 2,000
rentable square feet in vacuum packed containers stacked on floor. All costs to
install ceiling tiles and light fixtures to be at Tenant's expense.

     3. SUBFLOOR: Concrete floor, finished, ready for application of carpet,
vinyl composition tile or other floor covering.

     4. FIRE SPRINKLERS: Building sprinkler heads turned up to within twelve
(12) inches of structure in a general protective pattern as required by code.
The cost of changes necessitated by Tenant's work shall be paid by Tenant.

     5. RESTROOMS: Building standard restrooms complete and operational.

     6. ELEVATOR LOBBY: Elevator lobby walls taped and sanded, ready for Tenant
finish: concrete floors ready for Tenant finish, and painted drywall ceilings.

2.   LANDLORD'S ALLOWANCE

     As Landlord's contribution to work provided in Paragraph 1(a), Landlord
shall provide Tenant with an allowance of One Million Twenty-Six Thousand
Thirty-Nine and No/100 Dollars ($1,026,039.00), hereinafter referred to as
"Landlord's Allowance". Notwithstanding the above, Tenant may, at Tenant's
discretion, use all or any portion of the Landlord Allowance for costs related
to design and construction of the Tenant Improvements, Tenant's signage costs,
moving expenses and installation of Tenant's furniture; provided, however, that
as a condition to Tenant's right to use Landlord's Allowance for the foregoing
purposes, Tenant first shall be required to improve and finish all portions of
the Premises in accordance with the Plans.

3.   TENANT'S COST

     (a) Tenant shall bear the cost, if any, of the work described in Paragraph
1(a) over and above the Landlord's Allowance provided by Landlord under
Paragraph 2 (Paragraph 3 work is hereinafter referred to as "Tenant's Cost").
Any modifications of any part of the work described in Paragraph 1(a) already
completed that are requested by Tenant shall constitute part of Tenant's Cost.

     (b) Subject to application of the Landlord's Allowance, Tenant shall pay
for all costs associated with any Tenant-requested changes or modifications of
the improvements as defined by the Plans in Paragraph 1(a) of this Exhibit "B"
after the Plans have been approved by Tenant. Tenant will be liable for any
increase in construction costs resulting from any Tenant Delay as defined in
Paragraph 1(b) of the Lease.

     (c) Tenant shall pay one-half (1/2) of all amounts payable by Tenant to
Landlord pursuant to this Exhibit "B" immediately following Tenant's approval of
the price to be paid to Landlord as per Paragraph 4(b) hereof, and Tenant shall
pay the remaining amounts immediately upon the Commencement Date of the Lease.



4.   PLANNING SCHEDULE
     (a) Preparation and Approval of Plans:
     (i) Landlord and Tenant shall diligently pursue the preparation of the
plans for the Tenant Improvements.



<PAGE>   32
     (ii) The Plans shall then be prepared in conformance with Landlord's
requirements and all applicable codes, ordinances and laws, and shall specify
materials and details of equal or better quality to Landlord's building
standard. The Plans shall be subject to approval of Landlord and the Code
Officials having jurisdiction. Landlord shall submit complete construction plans
to Tenant for approval.

     (b) Upon receipt of the approved Plans, Landlord shall provide a quotation
based upon competitively bid sub-contract pricing for the work to Tenant for
approval as the price for the Tenant Improvements and the amount to be paid by
Tenant to Landlord for Tenant's Cost. Upon written approval of such price by
Tenant, Landlord and Tenant shall be deemed to have given final approval to the
Plans as the basis on which the quotation was made, and Landlord shall be
authorized to proceed with the improvements of the Premises in accordance with
such Plans. Tenant will not unreasonably withhold its approval of such price.

5.   TENANT'S WORK

     All work not within the scope of the normal construction trades employed in
the Building, including, but not limited to, furnishing and installing of
telephones, furniture, and office equipment, shall be furnished and installed by
Tenant at Tenant's expense. Tenant shall adopt a schedule in conformance with
the schedule of Landlord's contractors and conduct its work in such a manner as
to maintain harmonious labor relations and as not to interfere unreasonably with
or delay the work of Landlord's contractors. Tenant's contractors,
subcontractors, and labor shall be acceptable to and approved by Landlord and
shall be subject to the administrative supervision of Landlord. Contractors and
subcontractors engaged by Tenant shall employ persons and means to insure so far
as may be possible the progress of the work without interruption on account of
strikes, work stoppages or similar causes for delay. Landlord shall give access
and entry to the Premises to Tenant and its contractors and subcontractors and
reasonable opportunity and time and reasonable use of facilities to enable
Tenant to adapt the Premises for Tenant's use; provided, however, that if such
entry is prior to the Commencement Date, such entry shall be subject to all the
terms and conditions of the Lease, except the payment of rent (including monthly
base rent and payments of Direct Operating Expenses).



<PAGE>   33

                                  EXHIBIT "C"
                       TENANT LEASE ESTOPPEL CERTIFICATE

Landlord:      GALLERIA 400, LLC

Tenant:        ELTRAX SYSTEMS, INC.

Premises:      SUITE 200 AND SUITE 300

Area:                          Sq. Ft.           Lease Date:
               ----------------                             --------------------

     The undersigned Tenant under the above-referenced lease (the "Lease")
hereby ratifies the Lease and certifies to                ("Landlord") as owner
of the real property of which the premises demised under the Lease (the
"Premises") is a part, as follows:

     1. That the term of the Lease commenced on                    , 19  and the
Tenant is in full and complete possession of the Premises demised under the
Lease and has commenced full occupancy and use of the Premises, such possession
having been delivered by Landlord and having been accepted by the Tenant.

     2. That the Lease calls for monthly rent installments of $           to
date and that the Tenant is paying monthly installments of rent of $
which commenced to accrue on the            day of           , 19  .

     3. That no advance rental or other payment has been made in connection with
the Lease, except rental for the current month. There is no "free rent" or other
concession under the remaining term of the Lease, and the rent has been paid to
and including             , 19  .

     4. That a security deposit in the amount of $            is being held by
Landlord, which amount is not subject to any set off or reduction or to any
increase for interest or other credit due to Tenant.

     5. That all obligations and conditions under said Lease to be performed to
date by Landlord or Tenant have been satisfied, free of defenses and set-offs
including all construction work in the Premises.

     6. That the Lease is a valid lease and in full force and effect and
represents the entire agreement between the parties; that there is no existing
default on the part of Landlord or the Tenant in any of the terms and conditions
thereof and no event has occurred which, with the passing of time or giving of
notice or both, would constitute an event of default; and that said Lease has:
(Initial One)

        (  )   not been amended, modified, supplemented, extended, renewed or
               assigned.

        (  )   been amended, modified, supplemented, extended, renewed or
               assigned as follows by the following described agreements:

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

     7. That the Lease provides for a primary term of           months; the term
of the Lease expires on the                 day of            , 19  ; and that:
(Initial One)

         (  )  neither the Lease nor any of the documents listed in Paragraph 6
               (if any), contain an option for any additional term or terms.

         (  )  the Lease and/or the documents listed under Paragraph 6, above,
               contain an option for                      additional term(s) of
                       year(s) and           month(s) (each) at a rent to be
               determined as follows:

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


     8. That Landlord has not rebated, reduced or waived any amounts due from
Tenant under the Lease, either orally or in writing, nor has Landlord provided
financing for, made loans or advances to, or invested in the business of Tenant.


<PAGE>   34
     9.   That, to the best of Tenant's knowledge, there is no apparent or
likely contamination of the real property or the Premises by hazardous
materials by Tenant or anyone for whom Tenant is responsible, and Tenant
does not use, nor has Tenant disposed of, hazardous materials in violation
of environmental laws on the real property or the Premises.

     10.  That there are no actions, voluntary or involuntary, pending against
the Tenant under the bankruptcy laws of the United States or any state thereof.

     11.  That this is made knowing that Landlord is relying upon the
representations herein made.


                                       Tenant:

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

Dated:                                 By:
      ---------------------               ----------------------------------
                                          Typed Name:
                                                     -----------------------
                                          Title:
                                                ----------------------------





<PAGE>   35
                                 [400 GALLERIA DIAGRAM]




400 GALLERIA                                            FORMATO CONSULTING, INC.
CHILDRESS KLEIN PROPERTIES                                         "THE COTTAGE"
--------------------------                            1154 LOWER BIRMINGHAM ROAD
300 GALLERIA PARKWAY, N.W. SUITE 600                       CANTON, GEORGIA 30115
ATLANTA, GA 30339                                                PH 678.319.0600
     PH 770-859-1200 / FAX 770-859-1299       REVISED 2.17.99   FAX 678.319.0699




                                  Exhibit "D"
               Added to and made part of Lease Agreement between
                       Galleria 400, LLC ("Landlord") and
                        Eltrax Systems, Inc. ("Tenant")
                                  Suite:  200
                         Rentable Square Feet:  24,273
<PAGE>   36
[400 GALLERIA DIAGRAM]











-------------------------------------------------------------------------------
400 GALLERIA                                           FORMATO CONSULTING, INC.
CHILDRESS KLEIN PROPERTIES                                        "THE COTTAGE"
--------------------------                           1154 LOWER BIRMINGHAM ROAD
300 GALLERIA PARKWAY, N.W.  SUITE 600                    CANTON, GEORGIA  30115
ATLANTA, GA  30339                                              PH 678.319.0600
         PH 770-859-1200 / FAX 770-859-1299  REVISED 2.17.99   FAX 678.319.0699
-------------------------------------------------------------------------------




               Added to and made part of Lease Agreement between
                       Galleria 400, LLC ("Landlord") and
                        Eltrax Systems, Inc. ("Tenant")
                                   Suite: 300
                          Rentable Square Feet: 24,586
<PAGE>   37


                                  EXHIBIT "E"

                              SPECIAL STIPULATIONS

Added to and made part of Lease Agreement between Galleria 400, LLC ("Landlord")
and Eltrax Systems, Inc. ("Tenant").

1.

2.   At or before the execution and delivery of this Lease, Tenant shall deliver
     to Landlord an irrevocable and unconditional Letter of Credit (herein,
     together with all replacements thereof, being called the "Letter of
     Credit") issued by State Street Bank or another bank or financial
     institution acceptable to Landlord. The Letter of Credit shall be in an
     initial amount equal to $250,000.00. On or before the Commencement Date,
     Tenant shall cause the Letter of Credit amount to be increased to
     $500,000.00. The Letter of Credit amount shall decrease by $100,000.00 on
     each anniversary of the final Commencement Date. The term of the Letter of
     Credit shall extend from the date of the Lease through the Fifth (5th)
     anniversary of the final commencement date. At Tenant's option, the initial
     Letter of Credit may be for a term of not less than one (1) year, and, in
     such event, such Letter of Credit shall be extended by Tenant for periods
     of not less than one (1) year each so that the Letter of Credit, as
     extended and replaced, remains continually in existence during the entire
     period required. Notwithstanding any provision to the contrary herein, if
     such Letter of Credit is for a term shorter than the entire period required
     for the Letter of Credit in this Paragraph, Landlord, upon ten (10) days
     prior notice to Tenant, may draw upon the entire amount of the Letter of
     Credit in the event Landlord shall not receive, at least forty (40) days
     prior to the expiration date of such Letter of Credit, a replacement Letter
     Of Credit in form and substance identical to said Letter Of Credit so
     expiring and otherwise satisfying the obligations herein. The failure of
     Tenant to provide a replacement Letter of Credit in accordance with the
     provisions hereof for any expiring Letter of Credit shall be an event of
     default by Tenant under this Lease if the Letter of Credit is not drawn in
     full by Landlord and Tenant does not either replace the Letter of Credit or
     pay to Landlord the amount thereof within ten (10) days after written
     request by Landlord and shall entitle Landlord to exercise any and all
     remedies provided in this Lease or otherwise available to Landlord.

     The Letter of Credit shall be in form acceptable to Landlord and shall
     provide that the only condition to a draw under the Letter of Credit shall
     be the presentation by Landlord of a sight draft and a statement that
     Landlord is entitled to draw under the Letter of Credit. The form of letter
     of credit attached hereto as Exhibit "E-1" and made a part hereof is
     acceptable to Landlord. The Letter of Credit shall be transferable and
     assignable by Landlord to Landlord's successor in interest in the Building,
     in whole or in part, without cost to Landlord. Tenant shall pay all costs
     and shall take all steps necessary for any such proposed transfer or
     assignment of the Letter of Credit. If Tenant fails to pay such costs or
     take such steps in connection with a proposed transfer or assignment of the
     Letter of Credit, then Landlord, without any further notice to Tenant, may
     draw upon the Letter of Credit in whole or in part (at Landlord's option)
     and may transfer the proceeds of such draw. The Letter of Credit may be
     drawn in whole or in part by Landlord (at Landlord's option) from time to
     time (and more than one time for partial draws) upon the occurrence of any
     event of default by Tenant under this Lease, which default is not cured
     within any applicable cure period, and without any further notice to
     Tenant. Landlord may draw upon the Letter of Credit without proceeding
     against any person or exhausting any other remedies which Landlord may have
     and without resorting to any other security held by Landlord. Landlord may
     apply the proceeds of the Letter of Credit in any order or manner to any
     amounts owed by Tenant under or pursuant to the Lease, and the balance of
     the Letter of Credit proceeds, if any, after expiration or termination of
     this Lease and payment in full of all amounts at any, time due to Landlord
     under this Lease, shall be paid to Tenant. All amounts drawn by Landlord
     under the Letter of Credit which Landlord is entitled to so apply shall
     immediately become the property of Landlord and shall be retained by
     Landlord. In no event shall any such application cure any event of default
     by Tenant under this Lease. Furthermore, in no event shall the Letter of
     Credit, or Landlord's right to draw upon the Letter of Credit, be affected
     or impaired by (i) the waiver, compromise, settlement, termination or other
     release of the performance or observance by any person liable or to become
     liable for the obligations under this Lease; (ii) the modification or
     amendment (whether material or otherwise) of any obligation, covenant or
     agreement set forth in this Lease; (iii) the voluntary or involuntary
     liquidation, dissolution, sale of all or substantially all of the assets,
     marshalling of assets and liabilities, receivership, conservatorship,
     insolvency, bankruptcy, assignment for the benefit of creditors,
     reorganization, arrangement, composition or readjustment of, or any similar
     proceeding affecting Tenant, or any allegation or contest of the validity
     of this Lease; or (iv) the taking or the omission of any of the actions
     referred to in this Lease. Notwithstanding any provisions to the contrary
     herein, in the event that the Letter of Credit is drawn upon by Landlord,
     then upon the application of any proceeds of such draw to any amounts owed
     by Tenant under or pursuant to this Lease, Tenant shall restore and repay
     to

<PAGE>   38
     Landlord the amount so applied by Landlord within ten (10) days after
     notice by Landlord to Tenant of such application by Landlord.

     Failure of Tenant to comply with the provisions of this Paragraph shall
     constitute an event of default under this Lease.

3.   (a) Prior to the second (2nd) anniversary of the final commencement date,
     Tenant shall lease an additional 12,947 rentable square feet on the fourth
     (4th) floor of the Building, such space being more particularly identified
     on Exhibit "E-2" attached hereto and made a part hereof. Such expansion
     space shall be incorporated into this, Lease at the then current rental
     rate set forth in this Lease. The Landlord's Allowance for such space shall
     be prorated based upon the date Tenant commences paying rent for such
     expansion space and the remaining initial term of this Lease.

     (b) Provided Tenant is not in default, Tenant shall have a right of first
     refusal on the remainder of the fourth (4th) floor of the Building.
     Landlord agrees to retain the fourth (4th) floor as a multi-tenant floor
     unless the fourth (4th) floor is leased entirely by Tenant. Upon receipt of
     written notice from Landlord that a third party has made a bonafide offer
     to lease any portion of the fourth (4th) floor that Landlord intends to
     Lease, Tenant shall respond to Landlord within seven (7) days whether it
     intends to lease the space at the financial terms offered by Landlord,
     excepting that the lease form shall be consistent with the form of this
     Lease and (i) if the term of such lease offered by Landlord is less than
     the then remaining term under this Lease, the term of the lease of such
     space by Tenant shall be for the remaining term of this Lease or (ii) if
     the term of such lease offered by Landlord is greater than the then
     remaining term under this Lease, the term of the lease of such space by
     Tenant shall be for the term so offered by Landlord, not to exceed the
     greater of the then remaining term under this Lease or five (5) years. If
     the term of the lease of such space by Tenant is different than the term
     offered by Landlord as a result of the application of the immediately
     preceding sentence, then Landlord and Tenant agree to use good faith
     efforts to appropriately adjust the tenant improvement allowance and other
     economic terms of such lease (but not the stated monthly rent) that are
     appropriately impacted by the length of the term of such lease. If Tenant
     indicates that it will not lease the space offered, Landlord may proceed to
     lease it to another party and Tenant shall have waived its right to lease
     that space. If Tenant indicates that it will lease the space offered,
     Tenant and Landlord shall execute an amendment to this Lease for the space
     within ten (10) days of notifying Landlord of its intention to lease the
     space.

4.   Provided that Tenant shall not then be in default under any of the terms
     and conditions of this Lease, Tenant shall have the right to extend the
     Lease Term for two (2) additional successive periods of five (5) years each
     (individually an "Option Term" and collectively the "Option Terms"),
     provided that Tenant shall deliver to Landlord written notice of its
     election to extend the initial Lease Term at least seven (7) months prior
     to the expiration date of such Lease Term or the expiring Option Term, as
     the case may be. Except as expressly otherwise provided herein, all the
     covenants, agreements, terms and conditions contained herein shall remain
     in full force and effect during each Option Term. The rent for each Option
     Term shall be established as the Building Market Rate in effect at the time
     Tenant notifies Landlord of its election to extend the term hereof, taking
     into account the savings afforded the Landlord as a result of the
     avoidance, if applicable, of a new tenant improvement allowance and leasing
     commissions. Landlord shall notify the Tenant (the "Rent Notice") of the
     Building Market Rate for the applicable Option Term within fifteen (15)
     days after receipt of the Tenant's extension notice, and Tenant shall have
     the right, exercisable within fifteen (15) days of Tenant's receipt of the
     Rent Notice, to either accept the Building Market Rate, in which case this
     Lease shall be extended for such next Option Term, or advise the Landlord
     that the Building Market Rate is not acceptable, in which case, this Lease
     shall not be extended for such Option Term, notwithstanding the Tenant's
     prior notice.

5.   Tenant shall have the right to install its name on exterior Building
     monument sign. The signage must be approved by Landlord and any costs
     associated are to be paid for by Tenant.

6.   Tenant may install a satellite dish or antennae on the rooftop at a cost of
     $300.00 per month. The location of either dish or antennae must have prior
     approval by Landlord and must not interfere with other dishes or antennae
     on the roof. After installation by Tenant of any such dish or antenna,
     which dish or antenna does not interfere with other dishes or antennae on
     the roof of the Building, Landlord agrees to prohibit other tenants in the
     Building from locating other dishes or antennae on the roof of the Building
     that will interfere with Tenant's dish or antenna.





<PAGE>   39




7.   Tenant may have up to 3,000 square feet of storage in the basement at a
     rental rate of $13.00 per square foot, such square footage of storage
     space to be specified by Tenant prior to the Commencement Date. Any costs
     associated with the build-out will be the responsibility of Tenant.

8.   Landlord agrees that Tenant's parking shall be available on a first come,
     first served basis, whether covered or uncovered, and is available at a
     ratio of 3.2/1,000 square feet. In the event Landlord permits another
     tenant in the Building to have parking spaces reserved specifically for
     such other tenant, Landlord agrees to permit Tenant the right, upon the
     same terms and conditions agreed to by such other tenant, to have reserved
     parking spaces in the same ratio to rentable square feet of the Premises as
     such other tenant has to rentable square feet in such other tenant's space;
     provided, however, that such foregoing right shall not be applicable in the
     event Landlord permits executive reserved parking for all tenants in the
     Building.

9.   [Intentionally omitted]

10.  On the Fifth (5th) Anniversary of the Final Commencement Date, Landlord
     shall pay Tenant a refurbishment allowance of $4.00 per rentable square
     foot for refurbishment of the Premises. At Tenant's option, in lieu of
     receiving a portion of such refurbishment allowance on the Fifth (5th)
     Anniversary of the Final Commencement Date, Tenant may elect to increase
     the Landlord's Allowance (as defined in Exhibit B to this Lease) by the
     amount of such portion of the refurbishment allowance, discounted over a
     sixty (60)-month period at the rate of ten percent (10%) per annum.

11.  [Intentionally omitted]

12.  [Intentionally omitted]

13.  Subject to the following provisions, Tenant shall have the right, at
     Tenant's sole cost and expense, to install, maintain and operate an
     electric power generator (the "Generator") at a location on the Property
     approved by Landlord. The Generator shall be adequately screened from view
     and landscaped in a manner approved by Landlord. Landlord shall have the
     right to review and approve the Generator and all plans relating thereto
     prior to Tenant's installation of the Generator. Tenant will exercise every
     reasonable effort to minimize any, disruption of activity otherwise
     occurring in or about the Project in connection with Tenant's installation,
     operation, maintenance and removal of the Generator. If Landlord is
     required by applicable law to relocate the Generator, then, at Landlord's
     request, Tenant shall, at Tenant's cost and expense, relocate the Generator
     to an area designated by Landlord. Tenant will insure that the Generator
     and each part of it will be installed and operated in accordance with all
     applicable laws. Tenant will immediately remove and hereby agrees to
     indemnify, defend and hold Landlord harmless in connection with any
     mechanic's liens on the Project or the Property which result from work
     associated with the installation, operation, maintenance or removal of the
     Generator. Tenant will obtain all licenses or approvals required to install
     the Generator and will operate the Generator in a manner that will not
     interfere with the quiet enjoyment or business operations of other tenants
     in the Building or the Project. Tenant shall indemnify and hold Landlord
     harmless from and against any and all claims, costs, demands, damages and
     liabilities arising from Tenant's installation, operation, maintenance or
     removal of the Generator, except if resulting from Landlord's gross
     negligence. Such indemnity shall include damage to property and injury or
     death to persons. At Landlord's request given within thirty (30) days after
     termination of this Lease, Tenant, at Tenant's sole cost and expense, shall
     remove the Generator upon the expiration or termination of this Lease and
     shall repair all damage as a result of Tenant's installation of the
     Generator, thereby restoring the Property to its condition prior to the
     installation of the Generator, normal wear and tear excepted.

14.  In the event of any failure to perform any of the terms, conditions or
     covenants of this Lease to be observed or performed by Landlord for more
     than thirty (30) business days after written notice of such failure shall
     have been furnished to Landlord, or with respect to a failure which
     Landlord is able to cure but which cannot be cured within the said thirty
     (30) business day period, if within the said thirty (30) business day
     period Landlord has not started to pursue performance or if Landlord shall
     fail to continue to diligently pursue such performance, then Tenant shall
     have the right to perform on behalf of Landlord, and any reasonable cost or
     expense incurred by Tenant in any such performance shall be reimbursed to
     Tenant by Landlord.


<PAGE>   40


15.  During the Lease Term, Landlord shall provide security for the Building at
     a level consistent with the level of security provided to other office
     buildings in the Atlanta Galleria complex.


<PAGE>   41
                                 EXHIBIT "E-1"

                             LETTER OF CREDIT FORM

                     LETTER OF CREDIT NO. 001-LC-000000-99

DATE:

                                    [SAMPLE]

TO:  Galleria 400, LLC
     C/O Childress Klein Properties, Inc.
     300 Galleria Parkway, NW
     Suite 600,
     Atlanta, GA  30339
     ("Beneficiary")


     At the request of Eltrax Systems, Inc. ("Applicant"), 2000 Town Center, Ste
690, Southfield, MI 48075, we hereby establish this irrevocable, and
transferable Letter of Credit No: 001-LC-000000-99 in your favor in the amount
of USD500,000.00 (Five Hundred Thousand and 00/100 United States Dollars)
effective immediately and available for payment against your draft(s) at sight
on us at our office at 225 Franklin Street Boston, MA  02110 Attn: Manager,
Global Trade Banking, 18th Floor. This letter of Credit expires at our close of
business on January 1, 2001, subject to automatic extension as provided below.

Drafts must be accompanied by, a written statement, signed by a authorized agent
of the beneficiary in either of the following forms:

     1.   "I certify that in accordance with the Office Lease Agreement (the
          "Lease"), dated _______, 1999, between Galleria 400, LLC as Landlord,
          and Eltrax Systems, Inc. as Tenant, as may be amended and assigned,
          the undersigned, as the current landlord under the Lease, is entitled
          to draw under this Letter of Credit in the amount requested."


                                       OR

     2.   "I certify that the undersigned, as the current landlord under the
          Office Lease Agreement (the "Lease"), dated _________, 1999, between
          Galleria 400, LLC as Landlord, and Eltrax Systems, Inc. as Tenant, as
          may be amended and assigned, received a written notice of the election
          of State Street Bank not to renew its Letter of Credit no.
          001-LC-000000-99, and as a result thereof, the undersigned is entitled
          to draw under this Letter of Credit in the amount requested."
<PAGE>   42

                                    [SAMPLE]

Page Two of Letter of Credit No: 001-LC-000000-99


It is a condition of this Letter of Credit that it will be automatically reduced
annually on it anniversary date as follows:

Effective January 1, 2001                Balance reduced to $400,000.00
     "    January 1, 2002                   "       "       $300,000.00
     "    January 1, 2003                   "       "       $200,000.00
     "    January 1, 2004                   "       "       $100,000.00
     "    January 1, 2005                   "       "       $0.00

     Partial Drawings are permitted under this Letter of Credit.

     Upon the request of the Beneficiary and without any consent or approval of
Applicant, this Letter of Credit is transferable by the Beneficiary to its
successor in interest in the ownership of the Building in which the premises
covered by the Lease are located, without charge to the Beneficiary or
Applicant.  This Letter of Credit may be transferred more than once in
accordance with the foregoing provisions, at the sole request of the then
current Beneficiary. The attached Exhibit A must accompany any request for
transfer.

     All charges under this Letter of Credit are for the account of the
Applicant.

     This Letter of Credit shall be deemed to be automatically extended without
amendment for one year from the expiration date hereof, and all future
expiration dates but not beyond January 1, 2005 unless at least Ninety (90) days
prior to any expiration date we notify you, or your Transferee (provided we
receive written notice of any such transferee's address) by overnight courier
that we elect not to consider this Letter of Credit renewed for any such
additional period.

     This letter of credit sets forth in full the terms of our undertaking, and
such undertaking shall not in any way be modified, amended or amplified by
reference to any note, document, instrument or agreement referred to herein or
in which this Letter of Credit is referred to or to which this Letter of Credit
relates and any such reference shall not be deemed to be incorporated herein by
reference to any note, document or agreement.

Sight Drafts drawn under this Letter of Credit must bear upon their face "Drawn
under State Street Bank Letter of Credit No. 001-LC-000000-99."

All drawings must be made by presentation of each Draft to our Office at 225
Franklin Street, 18th Floor, Boston, MA as aforesaid, Attention: Manager Letter
of Credit Department.

Payments under this Credit will be effected only to the Beneficiary or
Beneficiary's transferee. No payments will be made to third parties.







<PAGE>   43
                                    [SAMPLE]

Except as otherwise expressly stated herein, this Letter of Credit is Subject to
the Uniform Customs and Practice for Documentary Credits (1993 Revision), of the
International Chamber of Commerce, (Publication 500).

We engage with you that all drafts drawn under and in compliance with the terms
and conditions of this Letter of Credit shall be duly and unconditionally
honored on presentation to us at our office at 225 Franklin Street, Boston, MA.


                               Very Truly Yours,
                      State Street Bank and Trust Company





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



                                                  WE CONCUR WITH THE TERMS AND
                                                  CONDITIONS AS STATED HERE IN.


                                                  -----------------------------
                                                     AUTHORIZED SIGNATURE(S)
<PAGE>   44
                                    [SAMPLE]


                         EXHIBIT A TO LETTER OF CREDIT

State Street Bank and Trust Company
225 Franklin Street, 18th Floor
Boston, Massachusetts 02110                            Date:
                                                            ----------------

Attention:   Manager, Letter of Credit Department

Re:   State Street Bank Irrevocable Letter of Credit No.


Gentlemen:

     For value received, the undersigned beneficiary hereby irrevocably
transfers to the following (the "Transferee")

                      (Name of Transferee)

                      (Address)

     All rights of the undersigned beneficiary to draw under the above Letter of
Credit in its entirety.

     By this transfer, all rights of the undersigned beneficiary, in the Letter
of Credit, are transferred to the Transferee.  The Transferee shall have the
sole rights as beneficiary thereof, including sole rights relating to any
amendments to the Letter of Credit, whether increases in the amount to be drawn
thereunder, extensions of the Stated Expiration Date thereof, or other
amendments, and whether such amendments now exist or are made after the date
hereof.  All amendments of the Letter of Credit are to be advised directly to
the Transferee without necessity of a consent of or notice to the undersigned
beneficiary.

     The original of such Letter of Credit is returned herewith, and in
accordance therewith we ask you to endorse the transfer on the reverse thereof,
and forward it directly to the Transferee with your customary notice of
transfer.

     Your Transfer Commission and any expenses which may be incurred by you in
connection with this transfer will be billed to your customer, and the payment
of any such amounts shall not be a condition to this transfer.

                                    Yours very truly,

SIGNATURE AUTHENTICATED                    -------------------------------------
                                           By
---------------------------------            -----------------------------------
       (Bank)                                           Authorized Officer


---------------------------------
(Authorized Signature)
<PAGE>   45

                                 EXHIBIT "E-2"


                              ADDITIONAL PREMISES





[400 GALLERIA DIAGRAM]



================================================================================

                                   EXHIBIT F

                            [INTENTIONALLY OMITTED]
<PAGE>   46
                                  EXHIBIT "G"

                                   INSURANCE

1.   COMMERCIAL GENERAL LIABILITY POLICY (1986 OR LATER EDITION)

     General Liability Limits:

     $2,000,000 General Aggregate
     $2,000,000 Products and Completed Operations
     $1,000,000 Personal and Advertising Injury
     $1,000,000 Each Occurrence
     $   50,000 Fire Damage Limit (any one fire)
     $    5,000 Medical Expense Limit (any one person)

     Said policy shall have no deductible or Self Insured Retention without
     prior written approval.

2.   UMBRELLA/EXCESS LIABILITY

     General Limits:

     $ 1,000,000 Each Occurrence
     $ 1,000,000 General Aggregate

3.   WORKERS COMPENSATION

     The policy must comply with all statutory requirements

     Employer's Liability:

     $ 100,000 Bodily injury by accident
     $ 500,000 Policy limit by disease
     $ 100,000 Bodily injury by disease each employee

4.   TENANT PROPERTY

     The policy must cover all direct physical loss equal to 100% replacement
cost of Tenant's personal property, all improvements and alterations, fixtures
and equipment.

All of said policies shall: (i) name Landlord, Landlord's agent, and Childress
Klein Properties, Inc., together with their respective affiliates, as additional
insureds and insure Landlord's contingent liability under this Lease (except for
the worker's compensation policy, which shall instead include a waiver of
subrogation endorsement in favor of Landlord), (ii) be issued by an insurance
company licensed to do business in the State of Georgia which is acceptable to
Landlord and rated at least "A" by A.M. Bests Rating Guide, and (iii) provide
that said insurance shall not be canceled unless thirty (30) days prior written
notice shall have been given to Landlord and Landlord's property manager. Said
policies or certificates thereof shall be delivered to Landlord and Landlord's
property manager by Tenant upon commencement of the term of the Lease and upon
each renewal of said insurance.