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                                 EXHIBIT 10.10
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                                ONE RIVERSIDE(TM)


                                  OFFICE LEASE


THIS LEASE is made and entered into as of the date stated below by and between
the Landlord and Tenant named below.

                          LEASE SUMMARY AND DEFINITIONS

1.01. DATE. The date of this Lease is: November 18, 1997

1.02. LANDLORD. The "Landlord" under this Lease and the Landlord's address are:

                           Post Apartment Homes, L.P.
                           c/o Post Properties, Inc.
                           Suite 2200
                           3350 Cumberland Circle
                           Atlanta, Georgia 30339

1.03. TENANT. The "Tenant" under this Lease and the Tenant's address are:

                 Charter Bank & Trust Co., a Georgia corporation
                           269 Roswell Street
                           Marietta, Georgia 30060
                           Attn: President

1.04. BUILDING. The "Building" and the Building name and the Building address
are:

                           One Riverside(TM)
                           4401 Northside Parkway
                           Atlanta, Georgia 30327

The Building consists of a planned 9-story office building and an adjoining
6-story parking deck, and related facilities.

1.05. PREMISES. The "Premises" are shown on Exhibit "A" and are otherwise
delineated as follows:

                           Floor(s):    First

                           Suite No.:   120

The "Premises" include all Tenant Improvements constructed and installed in
accordance with the provisions of the Work Letter.
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1.06. TERM. The "Term" of this Lease is: seventy-two (72) months.

1.07. COMMENCEMENT DATE. The "Commencement Date" of the Term is the later of the
date on which Landlord delivers possession of the Premises to Tenant in
accordance with the Work Letter attached as Exhibit "B" or May 1, 1998. The
month, day and year of the Commencement Date shall be stated in the acceptance
agreement set forth in Exhibit "C" and described in Section 3.03. Landlord will
notify Tenant in writing of the date upon which Landlord will deliver possession
of the Premises to Tenant in accordance with the Work Letter at least ten (10)
days prior to such delivery.

1.08. EXPIRATION DATE. The "Expiration Date" of the Term is April 30, 2004,
which date shall be stated in the acceptance agreement set forth in Exhibit "C"
and described in Section 3.03, or such earlier date on which the term may expire
or be terminated pursuant to the provisions of this Lease or pursuant to law.

1.09. ANNUAL BASE RENTAL. The annual "Base Rental" for the Term is:

                Lease Year 1:             $35,892.00
                Lease Year 2:             $36,972.00
                Lease Year 3:             $38,076.00
                Lease Year 4:             $39,216.00
                Lease Year 5:             $40,392.00
                Lease Year 6:             $41,604.00

1.10. ADDITIONAL RENTAL. The Landlord's estimate of Additional Rental (operating
expenses) for calendar year 1998 is: $7.50 per rentable square foot of the
Premises.

1.11. RENTABLE AREA. The estimated rentable area of the Premises and the
Building are:

                Premises:              2,175 square feet

                Building:            225,069 square feet

The final Rentable Area of the Premises and the Building shall be determined as
provided in Section 2.02 and shall be stated in the acceptance agreement set
forth in Exhibit "C" and described in Section 3.03.

1.12. TENANT'S SHARE. The estimated "Tenant's Share" is: 1.0%. The actual
"Tenant's Share" shall be determined as provided in Section 6.01.

1.13. SECURITY DEPOSIT. Tenant has deposited and Landlord acknowledges receipt
of a "Security Deposit" in the amount of: $0.


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1.14. BROKER. The "Broker" under this Lease and the Broker's address are:

                           Carter & Associates, L.L.C.
                           1275 Peachtree Street, N.E.
                           Atlanta, Georgia 30367-1801
                           Attn:    Senior Vice President -
                                    Office Properties

1.15. CO-BROKER. The "Co-Broker" under this Lease and the Co-Broker's address
are:

                           Brannen/Goddard Company
                           3390 Peachtree Road, N.E.
                           Suite 1200
                           Atlanta, Georgia 30326
                           Attn: President

1.16. TENANT PARTY. A "Tenant Party" means any agent, employee, contractor,
invitee, license, assignee or subtenant of Tenant.

1.17. DEFINED TERMS. The capitalized terms in quotation marks above and the
capitalized terms used elsewhere in this Lease shall have the meaning ascribed
to them at the point where first defined, irrespective of where their use
occurs.

                                LEASE OF PREMISES

2.01. LEASE OF PREMISES. Landlord leases to Tenant, and Tenant leases from
Landlord, upon and subject to the covenants, agreements, terms, provisions and
conditions of this Lease, the Premises, which are located in the Building.

2.02. AREA OF PREMISES AND BUILDING. The usable and rentable areas of the
Premises and the Building, and the usable and rentable area of any relevant
portion of the Building or the Premises, shall be determined by Landlord
substantially in accordance with the American National Standard Method of
Measuring Floor Area in Office Buildings of the Building Owners and Managers
Association International (ANSl Z65.1-1996), revised and readopted June 7, 1996.
For purposes of this Lease, the rentable area of the Building shall be solely
the rentable area of the office building and shall not include in the
calculation the areas of the parking deck and other related facilities outside
of the office building. The final Rentable Area of the Premises and the Building
shall be expressed in square feet and shall be stated in the acceptance
agreement set forth on Exhibit "C" and described in Section 3.03.


                             ACCEPTANCE OF PREMISES

3.01. CONSTRUCTION OF BUILDING. Tenant acknowledges that construction of the
Building has not yet been completed. Landlord shall construct and complete the
Building in accordance with the


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provisions of Exhibit "G" attached hereto. Landlord's and Tenant's respective
rights and obligations with respect to the construction of the Building shall be
solely as set forth in such Exhibit "G".

3.02 CONSTRUCTION OF TENANT IMPROVEMENTS. Landlord shall complete the "Base
Building Improvements" for the Premises and shall prepare the Premises for
Tenant's occupancy in accordance with the provisions of Exhibit "B" attached
hereto. The term "Premises" shall include all Base Building Improvements and all
Tenant Improvements constructed and installed in accordance with the provisions
of Exhibit "B" attached hereto.

3.03 ACCEPTANCE AGREEMENT. Upon or at any time after the Commencement Date,
Tenant shall, upon request by Landlord, execute and deliver an agreement
confirming the Commencement Date and Expiration Date, the Rentable Areas of the
Premises and the Building, and Tenant's acceptance of the Premises, which
agreement shall be in the form attached as Exhibit "C".

                                      TERM

4.01. TERM. The Term of this Lease shall commence an the Commencement Date, or
on such later date on which Landlord delivers possession of the Premises to
Tenant in accordance with the provisions of the Work Letter, and shall terminate
at 11:59 p.m. on the Expiration Date, or on such earlier date on which the term
may expire or be terminated pursuant to the provisions of this Lease or pursuant
to law.

                                   BASE RENTAL

5.01. BASE RENTAL. During the term of this Lease, Tenant shall pay to Landlord
without demand, deduction or set-off, at the address of Landlord set forth
above, or elsewhere as directed from time to time by Landlord's notice to
Tenant, the Base Rental set forth above.

5.02. PAYMENT OF RENT. The Base Rental shall be payable in equal monthly
installments, in advance, on the first day of each month of the term of this
Lease. A prorated monthly installment shall be paid if the Commencement Date is
other than the first day of a month or if the Expiration Date is other than the
last day of a month.

                                ADDITIONAL RENTAL

6.01. CERTAIN DEFINITIONS. The following terms shall have the following
meanings: "Escalation Year" shall mean each calendar year falling, in whole or
in part, within the term of this Lease, commencing with the calendar year in
which the Commencement Date occurs; "Tenant's Share" shall mean that number,
stated as a percentage, determined by dividing the Rentable Area of the Premises
by the Rentable Area of the Building (which shall be initially as set forth
above, and in the event of any change in the area of the Premises, Tenant's
Share shall be adjusted to reflect such change on a prorated, daily basis);
"Operating Expenses" shall mean the expenses paid or incurred by Landlord for
the operation and maintenance of the Building, as more fully defined in Exhibit
"D", and as the same may be adjusted under Section 6.06 hereof; "Operating
Statement" shall mean a



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statement prepared by Landlord setting forth the Operating Expenses for such
Escalation Year and a computation of Additional Rental for such Escalation Year;
and "Additional Rental" shall mean, for each Escalation Year, Tenant's Share of
the Operating Expenses.

6.02. PAYMENT OF ADDITIONAL RENTAL. For each Escalation Year, Tenant shall pay
the Additional Rental to Landlord without demand, deduction or set-off in equal
monthly installments during each Escalation Year based upon a reasonable
estimate by Landlord of Tenant's Share of Operating Expenses for such Escalation
Year. Each such installment shall be due with the monthly installment of Base
Rental.

6.03 ADJUSTMENT OF ADDITIONAL RENTAL. If the Additional Rental paid by Tenant
for any given Escalation Year, based upon Landlord's estimate, differs from the
actual amount of Tenant's Share of Operating Expenses for such Escalation Year,
the difference shall be payable by Landlord or Tenant, as the case may be, in a
lump sum on the first day of the second month following the month in which
Landlord renders its Operating Statement to Tenant with respect to such
Escalation Year. If any such amount is payable by Landlord, however, Landlord
may elect, in lieu of making such payment, to credit such amount against the
next payments of Base Rental and Additional Rental coming due under this Lease.

6.04. VERIFICATION OF OPERATING STATEMENT. Upon request by Tenant, and at
Tenant's cost and expense, Landlord shall furnish Tenant such information as may
be necessary for Tenant to verify Operating Expenses and shall cooperate with
Tenant in verifying the Operating Statement. The Operating Statement shall be
rendered by Landlord to Tenant within one month after calculation of such
Operating Expenses by Landlord. Tenant shall have 60 days after receipt of any
Operating Statement to dispute the correctness or completeness thereof, after
which time the Operating Statement shall be deemed to be complete and correct
and conclusive and binding on Landlord and Tenant. Tenant shall not be entitled
to withhold Additional Rent for any reason but payment of any Additional Rent
shall not preclude Tenant from disputing the correctness or completeness of any
Operating Statement within such 60 day period. In the event Tenant shall dispute
any Operating Statement and Landlord and Tenant cannot resolve the dispute
within 4 months after Landlord renders the Operating Statement, then the matter
may be referred to arbitration as herein provided. In order to be effective, any
dispute of any Operating Statement must be made by Tenant's giving notice to
Landlord within the 60 day period following Tenant's receipt of such Operating
Statement.

6.05. ARBITRATION. Any dispute between the parties with respect to Operating
Expenses shall be settled by arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association as amended and in
effect on the date notice is given of the intention to arbitrate. The
determination of the arbitrators shall be final, binding and conclusive on all
the parties, and judgment may be rendered thereon by any court having
jurisdiction, upon application of either Landlord or Tenant. Any such
arbitration shall be conducted in Fulton County, Georgia.

6.06. ADJUSTMENT OF OPERATING EXPENSES. If the Building is not fully occupied
during any given Escalation Year, the Operating Expenses shall be equitably
adjusted so that such of those expenses as constitute variable rather than fixed
costs (as determined in accordance with sound accounting


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practices) shall be adjusted to reflect vacancies in the Building by projecting
such variable costs as if the Building were fully occupied throughout such
Operating Year; provided, however, that in no event shall Landlord by reason of
any such adjustment be entitled to receive more than 100% of the Operating
Expenses.

6.07. OTHER ADDITIONAL RENTAL. All amounts, other than the Base Rental, which
Tenant is required to pay pursuant to this Lease, including the Additional
Rental, shall constitute additional rental under this Lease, and if Tenant shall
fail to pay any such amounts, Landlord shall have all the rights, powers and
remedies with respect thereto as are provided herein or by law in the case of
nonpayment of rent.

6.08. RENT CONTROL. Tenant waives the benefit of all existing and future rent
control laws and similar governmental rules and regulations, whether in time of
war or not, to the full extent permitted by law.

                                SECURITY DEPOSIT

7.01. SECURITY DEPOSIT. Landlord shall hold the Security Deposit without
interest as security for the performance by Tenant of Tenant's covenants and
obligations under this Lease. The Security Deposit shall not be considered an
advance payment of Base Rental, Additional Rental or other charges provided for
herein, or as a measure of the damages which would be suffered by Landlord in
the case of a default by Tenant. Landlord may, from time to time, without
prejudice to any other remedy, use the Security Deposit to the extent necessary
to make good any arrearages or nonpayment of Base Rental, Additional Rental or
other charges provided for herein, or to satisfy any obligation of Tenant
hereunder. Following any such application of the Security Deposit, Tenant shall
pay Landlord on demand the amount so applied in order to restore the Security
Deposit to its original amount. If Tenant is not in default at the expiration of
this Lease, the balance of the Security Deposit shall be returned to Tenant
within 60 days after the Expiration Date and the delivery of the Premises to
Landlord as provided herein. If Landlord transfers Landlord's interest in the
Premises, Landlord may assign the Security Deposit to the transferee and
thereafter the transferring Landlord shall have no further liability for the
return of the Security Deposit. The Security Deposit shall not be assigned or
encumbered by Tenant and any attempted assignment or encumbrance by Tenant shall
be void.

                         OPERATIONS; UTILITIES; SERVICES

8.01. OPERATIONS. Landlord shall operate the Building generally in accordance
with standards customarily followed in the operation of Class "A" multi-tenant,
commercial office buildings of similar size in the north west suburban Atlanta,
Georgia, area.

8.02. HOURS OF OPERATION. The Building will be open from 8:00 a.m. to 6:00 p.m.,
Mondays through Fridays, and from 8:00 a.m. to 1:00 p.m. Saturdays. The Building
may be closed on Sundays and on the following holidays: New Year's Day,
Presidents Day, Martin Luther King, Jr. Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, Christmas



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Day and such other days as are locally observed by tenants in multi-tenant
commercial office buildings in the Atlanta, Georgia, area. Tenant shall have
access to the Premises 24 hours per day, every day of the week, subject to Legal
Requirements.

8.03. UTILITIES AND SERVICES. Landlord shall provide Tenant with the following
utilities and services:

         (a) Central heat and air-conditioning in season during such hours as
the Building is open, at such temperatures and in such amounts as may be
required to reasonably heat or cool the Premises, except in extreme temperature
conditions or when limited by Legal Requirements.

         (b) Warm and cold water to serve the Premises as required for lavatory
and drinking purposes and such other uses as are permitted pursuant to this
Lease.

         (c) Common use restrooms and toilets available on each floor of the
Building.

         (d) Janitorial services in accordance with standards customarily
followed in the operation of Class "A" mutli-tenant, commercial office buildings
of a similar size in the northwest suburban Atlanta, Georgia area on a five-day
week basis, excluding holidays, in accordance with Landlord's janitorial
contract.

         (e) 5.5 watts of electricity per square foot of Rentable Area of the
Premises for purposes other than general office lighting, and 3.0 watts of
electricity per square foot of Rentable Area of the Premises for general office
lighting.

         (f) Standard passenger and freight elevator service when the Building
is open, and at least one passenger elevator when the Building is closed.

8.04. EXCESS SERVICES. If Landlord is required to provide Tenant with services
in excess of those specified, such excess services shall be furnished to Tenant,
at Tenant's cost and expense, at such reasonable charges as may be determined by
Landlord but in no event at a charge less than Landlord's actual cost of
administrative services, labor, equipment and utilities incurred in connection
with such excess service. Without limitation, Landlord reserves the right to
prohibit the use of heat generating machines and equipment unless and until
arrangements are made by Tenant, acceptable to Landlord, to obtain and install
in the Premises at Tenant's cost supplementary air conditioning equipment, and
the cost of operation and maintenance of such equipment (as determined by
Landlord by submetering or otherwise) shall be paid by Tenant on the Base Rental
payment dates at such rates as are established from time to time by Landlord.

8.05. METERING ELECTRICITY. If Landlord shall determine that Tenant's proposed
or actual consumption of electricity is in excess of standard consumption for
general office use as set forth in Section 8.03(e) above, then Landlord may
either charge Tenant directly for such excess services in accordance with the
foregoing section, or require Tenant to enter into a contract for electrical
service to the Premises directly with the provider of electrical


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service to the Building, for electrical service to the Premises, and, in either
event, Tenant shall pay the entire cost and expense of installing and
maintaining meters, panels, wiring and other items required to accommodate
excess services to Tenant and separate accounting therefor. Tenant shall not,
without Landlord's prior written consent (which may be evidenced by Landlord's
approval of the final Drawings and Specifications for the Tenant Improvements
pursuant to Exhibit "B" attached hereto), use any equipment or machines which
use electric current in excess of 110 volts or which require clean circuits or
other special distribution circuits.

8.06. LICENSES, PERMITS AND CERTIFICATES. Landlord shall maintain in the
Building office for reasonable inspection by Tenant such licenses, permits and
certificates pertaining to the operation of the Building as may be necessary by
reason of Legal Requirements.

                                 ACCESS CONTROL

9.01. ACCESS CONTROL. Landlord shall provide access control for the Building at
all times when the Building is not open; provided, however, Landlord shall have
no responsibility to prevent, and shall not be liable to Tenant or any Tenant
Party for, losses due to theft or burglary, or for damages or injury to persons
or property done by persons gaining access to the Premises or the Building
(including the Building site), and Tenant hereby releases Landlord from all
liability for such losses, damages or injury.

                                     SIGNAGE

10.01. SIGNAGE. No sign, advertisement or notice shall be painted, fixed or
placed on any part of the inside or outside of the Building unless the color,
size and style is approved by Landlord, which approval may be granted or
withheld in Landlord's discretion.

                                     PARKING

11.01. TENANT'S PARKING. Landlord shall make available to Tenant for use by
Tenant and Tenant's invitees, employees, assignees and subtenants parking spaces
in the deck parking facility adjacent to the Building (the "Garage") at the rate
of 3.5 parking spaces per 1,000 square feet of Rentable Area of the Premises.
Such spaces shall be used in common with Landlord and other tenants in the
Building on an unassigned "first come - first served" basis. Landlord or the
operator of the Garage may make, modify and enforce reasonable rules and
regulations relating to the parking of vehicles in the Garage, and Tenant shall,
and shall exercise its best efforts to cause its employees and invitees to,
abide by such rules and regulations.

                           TENANT'S USE AND ACCEPTANCE

12.01. USE. Tenant shall use the Premises for general office purposes and for
lawful activities normally incidental thereto and related to the conduct of
Tenant's business, but for no other purposes. Tenant shall not use or occupy the
Premises, or permit the Premises to be used or occupied, in violation of any
Legal Requirement, or in any manner which would violate any


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certificate of occupancy issued for the Premises, or that would vitiate or
increase the premium charged for insurance on the Premises or Building or that
would cause damage to the Building, or that would constitute a public or private
nuisance, or that would disturb the quiet enjoyment of other tenants of the
Building. Any increased cost to the Landlord resulting from a violation of such
use shall be charged to the Tenant as Additional Rental and Landlord shall have
the right to enjoin Tenant from further violation, if applicable.

12.02. ACCEPTANCE. The taking of possession of the Premises by Tenant on the
Commencement Date shall be conclusive evidence that Tenant accepts the Premises
"as is", and the Premises were in good and satisfactory condition and suitable
for the use intended by Tenant at the time such possession was taken.

               LANDLORD'S ACCESS; RESERVATION OF RIGHTS; TRANSFERS

13.01. LANDLORD'S ACCESS TO PREMISES. Landlord, and Landlord's employees, agents
and contractors, shall have the right to enter and pass through the Premises
during business hours, after reasonable notice to Tenant, to examine the
Premises and to show them to prospective purchasers, mortgagees, tenants or
insurers, and for making such repairs or changes in or to the Premises or the
Building as may be provided for or permitted by this Lease or as Landlord may be
required to make by Legal Requirements; after business hours for cleaning and
maintenance and to perform janitorial services; and at any time in emergencies.

13.02. LANDLORD'S RESERVATION OF RIGHTS. Landlord reserves the right to name the
Building and to change the name or address of the Building; to install and
maintain a sign or signs on the exterior of the Building; to hold pass keys and
access cards to the Premises; to grant to Tenant, and other tenants of the
Building, a non-exclusive revocable license to use and occupy in common with
Landlord the common areas of the Building, including corridors, stairways,
elevators, restrooms, lobbies, entrance ways, parking areas, service roads,
loading facilities, sidewalks and such other facilities as may be designated
from time to time by Landlord subject to the terms and conditions of this Lease.

13.03. TRANSFER OF TENANT. Landlord reserves the right, upon 60 days prior
notice to Tenant, to remove Tenant from the Premises and to transfer Tenant to
other available space of substantially equal area in the Building. Landlord
shall bear all reasonable cost and expense of such transfer, as well as the cost
and expense of any renovations or alterations necessary to make the new space
substantially conform in layout and appointment with the original Premises. If
Landlord transfers Tenant to any such new space, this Lease shall remain in full
force and effect and be deemed applicable to such new space, and such new space
hall thereafter be the Premises as though Landlord and Tenant had entered into
an express written amendment of this Lease with respect thereto. Failure of
Tenant to cooperate with Landlord pursuant to this Section and to remove itself
from the Premises shall constitute a default under this Lease and shall entitle
Landlord to exercise all rights and remedies available to Landlord under this
Lease following the occurrence of an event of default by Tenant.



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                             REPAIRS AND MAINTENANCE

14.01. LANDLORD'S OBLIGATIONS. Landlord shall keep and maintain in good repair
and working order and make repairs to and perform necessary maintenance upon the
structural components and elements, and electrical, plumbing and mechanical
systems, of the Building, and all parts and appurtenances thereof, which are
required in the normal maintenance and operation of the Building. The cost and
expense of any maintenance or repair to the Building necessary due to the acts
or omissions of Tenant or any Tenant Party shall be reimbursed by Tenant to
Landlord upon demand as additional rental.

14.02. TENANT'S OBLIGATIONS. Tenant, at its sole cost and expense, shall keep
and maintain in good repair and working order and make all repairs to and
perform necessary maintenance within and upon the Premises, including the Tenant
Improvements, and all parts and appurtenances thereof, which are required in the
normal maintenance and operation of the Premises.

14.03. BUILDING ALTERATIONS. If, to maintain the Building as an office building
or otherwise, Landlord shall be required by any governmental authority to
repair, alter, remove, construct, reconstruct, or improve any part or all of the
Building or the Premises, then Tenant's obligations under this Lease shall not
be affected and Tenant waives all claims for injury, damage, or abatement of
rent because of such repair, alteration, removal, construction, reconstruction,
or improvement, or lack thereof, except to the extent of any bodily injury to
persons or damage to property resulting from Landlord's sole negligence or
intentional misconduct in performing such work; provided, however, that if such
action by Landlord shall render the Premises partially or wholly unfit for
occupancy and if, in Landlord's reasonable estimation, it cannot complete such
acts within 180 days, then at the option of Landlord to be exercised by giving
written notice to Tenant within 60 days following the date of notice to Landlord
by such governmental authority, this Lease shall terminate on the date of such
election and Tenant shall immediately surrender the Premises to Landlord. In
such event Tenant shall continue to owe and pay rent and other charges up to but
not beyond the time of such surrender. If Landlord shall elect not to terminate
this Lease as provided above, then Landlord and Tenant shall have the same
respective rights and obligations as provided above in Sections 16.01 through
16.04, as if a casualty had occurred, and the provisions of Section 16.04 shall
apply as if a casualty had occurred regardless of whether Landlord elects to
terminate this Lease.

                         ALTERATIONS; TENANT'S PROPERTY

15.01. ALTERATIONS BY TENANT. Tenant shall not, without Landlord's approval,
make any alterations, additions or improvements in or on the Premises, provided
Landlord shall not unreasonably withhold such approval if such alterations,
additions or improvements do not affect the structural components and elements,
or electrical, plumbing or mechanical systems, of the Building. All alterations,
additions or improvements to the Premises made by Tenant shall become the
property of Landlord at the expiration of the term of this Lease; but Landlord
reserves the right to require Tenant to remove any alteration, improvement or
addition made to the Premises by Tenant, and to repair and restore the Premises
to a condition substantially equivalent to the condition of the Premises prior
to any such alteration, addition or improvement. All alterations, additions or
improvements to the



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Premises by Tenant shall be made in compliance with the requirements of this
Lease, including without limitation Sections 28.01 through 28.08 hereof.

15.02. TENANT'S PROPERTY. Tenant, at its expense and at any time and from time
to time, may install in and remove from the Premises its trade fixtures,
equipment, removable walls and wall systems, furniture and furnishings, provided
such installation or removal is accomplished without damage to the Premises or
the Building or Tenant promptly repairs any such damage. On or prior to the
Expiration Date, Tenant shall remove all of Tenant's property from the Premises
and repair any damage to the Premises caused by such removal. All property of
Tenant remaining on the Premises after the expiration of the term of this Lease
shall be deemed to have been abandoned and may be removed by Landlord and Tenant
shall reimburse Landlord for the cost of such removal.

                              DESTRUCTION OR DAMAGE

16.01. DESTRUCTION. If the Building or the Premises is destroyed, or so
substantially damaged as to be partially or wholly untenantable, by fire or
other casualty, then Landlord shall have 60 days in which to commence to
reconstruct, restore and repair the Building or the Premises, as applicable, to
a condition substantially equivalent to its condition prior to such casualty;
provided, however, if in Landlord's sole judgment, the reconstruction,
restoration and repair cannot be completed by the date 180 days after the date
of such casualty, then Landlord may elect to terminate this Lease by giving
Tenant written notice of such election prior to the date 60 days after the date
of such casualty, and the date of such notice shall be the Expiration Date.

16.02. DAMAGE. If the Building or the Premises is damaged, but not so
substantially as to be partially or wholly untenantable, by fire or other
casualty, then Landlord shall promptly proceed to reconstruct, restore and
repair the damaged portions of the Building or the Premises, as applicable, to a
condition substantially equivalent to its condition prior to such casualty.

16.03. AVAILABILITY OF INSURANCE PROCEEDS. If the Building or the Premises is
destroyed or damaged, and either the holder of any Mortgage does not make the
proceeds of the insurance maintained by Landlord available to Landlord for
reconstruction, restoration and repair, or available insurance proceeds are
insufficient to pay for the reconstruction, restoration and repair, then
Landlord may elect to terminate this Lease by giving Tenant written notice of
such election prior to the date 60 days after the date of such casualty, and the
date of such notice shall be the Expiration Date.

16.04. RENT ABATEMENT. Commencing with the date of such casualty, the Base
Rental and Additional Rental provided for herein shall abate pro rata to the
extent that, and for so long as, any portion of the Premises is not reasonably
usable by Tenant in the ordinary conduct of its business; provided, however,
that no such abatement shall be made under the provisions of this Section if
such casualty shall have been caused through the negligence or willful
misconduct of Tenant or any Tenant Party.


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                                    LIABILITY

17.01. WAIVER OF SUBROGATION. Landlord and Tenant each hereby waives any and all
rights of recovery, claim, action or cause of action against the other party and
its agents, officers and employees, for any loss or damage that may occur to the
Premises or the Building and to all property, whether real, personal or mixed,
located in the Premises or the Building, by reason of fire, the elements, or any
other cause insured against under the terms of the fire and extended coverage
insurance policies required to be maintained by Landlord and Tenant under this
Lease, regardless of cause or origin, including negligence of the parties
hereto, their respective agents and employees, and each party covenants that no
insurer shall hold any right of subrogation against such other party.

17.02. INDEMNIFICATION. Tenant agrees to indemnify and save Landlord harmless
from any and all claims with respect to bodily injury or property damage arising
from Tenant's use and occupancy of the Premises or any breach or default in the
performance of any covenant or agreement on Tenant's part to be performed
pursuant to the terms of this Lease or arising from Tenant's negligence or
intentional acts or the negligence or intentional acts of any Tenant Party,
including all costs, counsel fees, expenses and liabilities incurred in
connection with any such claim; and if any action or proceeding is brought
against Landlord by reason of any such claim, Tenant upon notice from Landlord
covenants to resist or defend such action or proceeding at its expense.

17.03. LIMITED LIABILITY OF LANDLORD. Landlord shall not be liable to Tenant or
any other person or entity for interruption in or failure to furnish any service
provided for in this Lease, for injury to persons or damage to property
resulting from the sprinkler system in the Building or water or rain which leaks
or flows from any part of the Building, or for any inconvenience or annoyance
resulting from any maintenance or repair of the Premises or the Building.
Landlord shall not be liable to Tenant or any other person or entity for any
theft, disappearance or loss of any property from the Premises, nor for the acts
of other tenants, or other persons, in the Building. Neither Landlord, nor any
partner of Landlord, nor any officer, director, shareholder or partner of a
partner of Landlord, shall have any personal liability with respect to this
Lease, and any liability with respect to this Lease shall be limited solely to
Landlord's interest in the Building.

                                    INSURANCE

18.01. LANDLORD'S INSURANCE. Landlord shall maintain at all times during the
term of this Lease fire and extended coverage insurance insuring the Building;
and comprehensive general public liability insurance with respect to the
Building insuring against injury to or death of persons or damage to property.
Such insurance shall be maintained with an insurance company authorized to
conduct business in the State of Georgia in amounts desired by Landlord and at
the expense of Landlord (which expense is to be included in Operating Expenses).
If the annual premiums to Landlord for such casualty insurance exceed the
standard premium rates because of the nature of Tenant's operations, contents or
improvements or because the same result in extra-hazardous exposure, then Tenant
shall upon receipt of copies of appropriate premium invoices promptly reimburse
Landlord for such increases in such premiums. To the extent it would be
reasonable for



                                      -12-
<PAGE>   14

a landlord in the same economic position of Landlord at the applicable time to
self-insure, Landlord may satisfy its insurance requirements under this Section
by self-insuring.

18.02. TENANT'S INSURANCE. Tenant shall maintain in full force and effect at all
times during the term of this Lease full replacement cost fire and extended
coverage insurance insuring Tenant's furniture, furnishings, equipment, trade
fixtures and other personal property in and about the Premises; and
comprehensive general public liability insurance with respect to the Premises,
with a single limit of liability of at least $2,000,000 for injury to or death
of persons or damage to property; provided, however, that Tenant shall carry
such greater limits of coverage as Landlord may reasonably request from time to
time. Each policy of insurance maintained by Tenant shall be issued by an
insurance company acceptable to Landlord, shall name Landlord as an additional
insured, shall provide that such insurance shall not be canceled unless 30 days
prior written notice is given to Landlord, and shall contain such other
provisions as may be requested by Landlord. The policies of insurance required
to be maintained by Tenant hereunder, or acceptable certificates thereof, shall
be delivered to Landlord on or before the Commencement Date and at least 10 days
prior to the expiration date of any policy then in effect.

                                  CONDEMNATION

19.01. CONDEMNATION. If the Premises is taken or condemned for any public
purpose, or conveyed in lieu of such taking or condemnation, to such an extent
as to render the Premises untenantable, then this Lease shall, at the option of
either party, forthwith cease and terminate upon the giving of notice to the
other party within 30 days from the date of such condemnation or taking. If only
a portion of the Premises is so taken so as not to render the remainder
untenantable, all rent shall abate with respect to the portion so taken. If all
or substantially all of the Building, or so much thereof as to cause the
remainder not to be economically feasible to operate, as reasonably determined
by Landlord, should be taken or condemned for any public purpose or conveyance
in lieu of condemnation, then Landlord shall have the option of terminating this
Lease by notice to Tenant no later than 60 days from the date of such
condemnation or taking. All proceeds from any taking or condemnation of any part
of the Building, including but not limited to the Premises, shall belong to and
be paid to Landlord. Landlord shall be entitled to receive the entire award in
any proceeding with respect to any taking without deduction for any estate
vested in Tenant by this Lease and Tenant shall receive no part of such award.
Tenant hereby irrevocably assigns to Landlord any and all of its right, title
and interest in and to any such award.

                              DEFAULTS AND REMEDIES

20.01. DEFAULT BY TENANT. Tenant shall be in default under this Lease if: (i)
Tenant shall fail to pay when due any Base Rental, Additional Rental or other
payment to be made by Tenant hereunder; or (ii) Tenant shall violate or breach,
or shall fail fully and completely to observe, keep, satisfy, perform and comply
with, any agreement, term, covenant, condition, requirement, restriction or
provision of this Lease (other than the payment of Base Rental, Additional
Rental or any other payment to be made by Tenant), and shall not cure such
failure within 30 days after Landlord gives Tenant written notice thereof; or
(iii) Tenant shall fail to take possession of or cease to do business



                                      -13-
<PAGE>   15

in or abandon any substantial portion of the Premises; or (iv) Tenant shall
assign this Lease or sublet any portion of the Premises except as permitted in
this Lease, or Tenant shall otherwise breach the provisions of Sections 22.01
through 22.05 of this Lease; or (v) if Tenant is a corporation, Tenant shall
cease to exist as a corporation in good standing in the state of its
incorporation; or (vi) if Tenant is a partnership or other entity, Tenant shall
be dissolved or otherwise liquidated, provided that if such dissolution is
threatened as a result of a failure to file annual reports and such reports are
filed prior to such dissolution, such failure shall not constitute a default
hereunder; or (vii) Tenant becomes insolvent as defined in the Georgia Uniform
Commercial Code, or makes an assignment for the benefit of creditors; or (viii)
if the interest of Tenant under this Lease shall be subjected to any attachment,
execution, levy or other judicial seizure pursuant to any order or decree
entered against Tenant and any legal proceeding that is not stayed (so as to
prevent seizure) pending appeal and such order or decree is not vacated or
bonded against so as to prevent seizure upon the earlier to occur of 15 days
prior to the sale of such interest pursuant to such order or decree or 30 days
after entry of such order; or (ix) any attachment or execution of any type shall
be issued against Tenant's assets of any type or nature whatsoever, including
but not limited to federal, state or municipal tax liens.

20.02. LANDLORD'S REMEDIES. If Tenant is in default under this Lease, Landlord
may pursue any one or more of the following remedies, separately or concurrently
or in any combination, without any further notice or demand whatsoever and
without prejudice to any other remedy which it may have for possession of the
Premises or for arrearages in Base Rental, Additional Rental or other amounts
payable by Tenant: (i) Landlord may terminate this Lease by giving Tenant
written notice of termination, in which event Tenant shall immediately quit and
vacate the Premises and deliver and surrender possession of the Premises to
Landlord, and this Lease shall be terminated at the time designated by Landlord
in its notice of termination to Tenant; (ii) with or without terminating this
Lease, Landlord may enter upon and take possession of the Premises, change the
locks on all doors to the Premises, and expel or remove Tenant and any other
person who may be occupying the Premises, without being liable for prosecution
or any claim for damages; (iii) with or without terminating this Lease, Landlord
may re-lease the Premises or any part thereof, on such terms and conditions as
Landlord may deem satisfactory, and Tenant shall reimburse to Landlord on demand
any costs and expenses of any re-leasing, including any brokerage commissions or
costs and expenses of alterations to the Premises made in connection with such
re-leasing, and Landlord may then receive the rent for any such re-leasing, in
which event Tenant shall pay to Landlord on demand from time to time any
deficiency that may arise by reason of such re-leasing; (iv) Landlord may
collect and sue Tenant from time to time for the amount of any Base Rental,
Additional Rental or other amounts then owing by Tenant to Landlord pursuant to
this Lease; (v) with or without terminating this Lease, Landlord may bring an
action against Tenant to recover from Tenant all damages suffered, incurred or
sustained by Landlord as a result of, by reason of or in connection with such
default; or (vi) Landlord may do whatever Tenant is obligated to do under the
terms of this Lease, in which event Tenant shall reimburse Landlord on demand
for any costs and expenses incurred by Landlord in carrying out tenant's duties
and obligations under this Lease. No action taken by or on behalf of Landlord
under this section shall be construed to be an acceptance or a surrender of this
Lease. No termination of this Lease shall affect Landlord's right to collect
Base Rental, Additional Rental or other amounts due for the period prior to
termination. In the event of



                                      -14-
<PAGE>   16

any termination, in addition to any other remedies set forth above, Landlord
shall have the right to recover from Tenant upon such termination an amount
equal to the excess of the Base Rental, Additional Rental and other amounts to
be paid by Tenant during the remaining term of this Lease over the then
reasonable rental value of the Premises for the remaining term of this Lease,
discounted to present value using a reasonable discount rate.

20.03.  INSOLVENCY OR BANKRUPTCY.

         (a) The appointment of a receiver to take possession of all or
substantially all of the assets of Tenant, or any general assignment by Tenant
for the benefit of creditors, or any action taken or suffered by Tenant under
any insolvency, bankruptcy, or reorganization act, other than an involuntary
proceeding that is not dismissed or bonded against within 60 days after the
filing thereof, 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 shall terminate 5 days after notice of termination from Landlord to
Tenant. In no event shall this Lease be assigned or assignable by voluntary or
involuntary bankruptcy or a proceeding in lieu thereof and, in no event shall
this Lease or any rights or privileges hereunder be an asset of Tenant under any
bankruptcy, insolvency, or reorganization proceeding.

         (b) In the event this Lease is not terminated pursuant to Section
20.03(a), then the following provisions shall apply:

                  (i) 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. If this Lease is assigned to
         any person or entity pursuant to the provisions of the Bankruptcy Code,
         11 U.S.C. Section 101 et seq., or any successor statute (the
         "Bankruptcy Code"), any and all consideration payable or otherwise to
         be delivered in connection with such assignment shall be paid or
         delivered to Landlord, shall be and remain the exclusive property of
         Landlord and shall not constitute property of Tenant or of the estate
         of Tenant within the meaning of the Bankruptcy Code. Any and all monies
         and other consideration constituting Landlord's property under the
         preceding sentence not paid or delivered to Landlord shall be held in
         trust for the benefit of Landlord and be promptly paid to or turned
         over to Landlord.

                  (ii) If Tenant assumes this Lease and proposes to assign the
         same pursuant to the provisions of the Bankruptcy Code to any person or
         entity who shall have made a bona fide offer to accept an assignment of
         this Lease on terms acceptable to Tenant, then notice of such proposed
         assignment, setting forth (i) the name and address of such person, (ii)
         all of the terms and conditions of such offer, and (iii) the adequate
         assurance to be provided Landlord to assure such person's future
         performance under this Lease, including, without limitation,
         the assurance referred to in Section 365 (b) (3) of the Bankruptcy
         Code, shall be given to Landlord by Tenant no later than twenty (20)
         days after receipt by Tenant but in any event no later than ten (10)
         days prior to the date that Tenant shall make application to a


                                      -15-
<PAGE>   17

         court of competent jurisdiction for authority and approval to enter
         into such assignment and assumption, and Landlord shall thereupon have
         the prior right and option, to be exercised by notice to Tenant given
         at any time prior to the effective date of such proposed assignment, to
         accept an assignment of this Lease upon the same terms and conditions
         and for the same consideration, if any, as the bona fide offer made by
         such person, less any brokerage commissions which may be payable out of
         the consideration to be paid by such person for the assignment of this
         Lease.

20.04. LANDLORD'S COSTS; ATTORNEYS FEES. Tenant shall pay all costs and expenses
incurred by Landlord as a result of any breach or default by Tenant under this
Lease, including court costs and attorneys fees paid by Landlord.

20.05. LATE PAYMENTS. If Base Rental, Additional Rental or any other amount
payable by Tenant under this Lease is not paid when due, Tenant shall pay to
Landlord a late charge equal to 5% of the amount not paid when due, and interest
on the amount not paid when due at the rate of 16% per annum until paid.

20.06. REMEDIES CUMULATIVE. The foregoing remedies are cumulative of, and in
addition to, and not restrictive or in lieu of, the other remedies provided for
herein or allowed by law or in equity, and may be exercised separately or
concurrently, or in any combination, and pursuit of any one or more of such
remedies shall not constitute an election of remedies which shall exclude any
other remedy available to Landlord.

20.07. NON-WAIVER. Landlord's forbearance in pursuing or exercising one or more
of its remedies shall not be deemed or construed to constitute a waiver of any
default or any remedy, and no waiver by Landlord of any right or remedy on one
occasion shall be construed as a waiver of that right or remedy on any
subsequent occasion or as a waiver of any right or remedy then or thereafter
existing. No failure of Landlord to pursue or exercise any of its rights or
remedies or to insist upon strict compliance by the Tenant with any term or
provision of this Lease, and no custom or practice at variance with the terms of
this Lease, shall constitute a waiver by Landlord of the right to demand strict
compliance with the terms and provisions of this Lease.

20.08. WAIVER OF JURY TRIAL. Landlord and Tenant each waive trial by jury in any
action or proceeding brought by either of them on any matters arising out of or
related to this Lease.

                              COMPLIANCE WITH LAWS

21.01. COMPLIANCE WITH LAWS. Tenant, at its expense, shall comply with any and
all valid and applicable laws, rules, orders, ordinances, regulations and other
requirements, present or future, affecting the Premises or the Building, that
are promulgated by any governmental authority or agency
having jurisdiction of the Building (collectively, "Legal Requirements") to the
extent the same shall affect or be applicable to Tenant or Tenant's use or
occupancy of the Premises.

                                      -16-
<PAGE>   18

21.02. HAZARDOUS SUBSTANCES. Tenant shall not cause or permit any hazardous,
toxic or dangerous substances (as defined or described in any applicable
federal, state or local statute, law, ordinance, code, rule, regulation, order
or decree regulating, relating to, or imposing liability or standards of conduct
concerning hazardous, toxic or dangerous substances) to be brought upon, kept or
used in or about the Premises or the Building. Tenant shall indemnify and hold
Landlord harmless from and against any and all claims, judgments, demands,
penalties, fines, losses and costs and expenses incurred by Landlord during or
after the term of this Lease as a result of any hazardous, toxic or dangerous
substances that Tenant or any Tenant Party causes or permits to be brought upon,
kept or caused in or about the Premises or the Building.

                            ASSIGNMENT AND SUBLETTING

22.01. APPROVAL OF LANDLORD REQUIRED. Tenant shall not sublet the Premises or
any portion thereof, or assign this Lease, or grant concessions or licenses or
other rights for the occupancy or use of the Premises or any part thereof,
without the prior approval of Landlord in each instance. The transfer of any
ownership interest in Tenant which, after such transfer, results in the
ownership, either directly or indirectly, of more than 50% of the ownership
interests of Tenant by persons or entities other than those persons or entities
which own the same, either directly or indirectly, as of the date of this Lease
shall also constitute an assignment for purposes of this Lease. For this
purpose, "ownership interests" shall include stock, partnership interests,
interests in any limited liability company, and any other form of ownership of
an interest in any entity.

22.02. NOTIFICATION OF LANDLORD. In the event Tenant desires to sublet all or a
portion of the Premises or assign this Lease, Tenant shall notify Landlord of
the terms of the proposed subletting or assignment, the identity of the proposed
sublessee or assignee, the area of the Premises affected by any such subletting,
and such other information as Landlord may request. Within 30 days after receipt
of such notice and all information requested by Landlord, Landlord shall approve
or disapprove the proposed subletting or assignment. Failure to notify Tenant of
such approval or disapproval shall be deemed to constitute disapproval by
Landlord. Tenant agrees to pay to Landlord, on demand, the reasonable costs
incurred by Landlord in connection with any request by Tenant for Landlord to
approve any assignment or subletting by Tenant.

22.03. TERMINATION RIGHT. Within such 30 day period, Landlord shall also have
the option to terminate this Lease by notice to Tenant, as of a date set forth
in such notice not more than 90 days from the date of such notice. In the event
that Tenant has proposed a subletting of less than the entire Premises, then
this Lease shall terminate only as to that portion of the Premises affecting by
such proposed subletting, and the Base Rental, Additional Rental and other
charges payable hereunder shall be reduced proportionately.

22.04. EXCESS CONSIDERATION. In the event Landlord approves any such assignment
or subletting, Landlord shall receive all consideration paid by any such
assignee or subtenant directly or indirectly related to such assignment or
subletting; provided, however, that Tenant may receive the amount of any rent
and other charges paid by any subtenant under any sublease which does not exceed
the Base Rental and Additional Rental payable under this Lease multiplied by a
fraction, the numerator


                                      -17-
<PAGE>   19


of which is the rentable area of such subleased portion of the Premises and the
denominator of which is the rentable area of the Premises.

22.05. TENANT'S LIABILITY. No assignment or subletting shall relieve Tenant of
Tenant's obligations under this Lease.

22.06. COLLECTION OF RENT FROM ASSIGNEE OR SUBTENANT. If Tenant assigns this
Lease or sublets all or any portion of the Premises, with or without the
required approval of Landlord, then Landlord may, after default by Tenant,
collect rent from the assignee, subtenant or occupant, and apply the net amount
collected to the Base Rental, Additional Rental and other payments for which
Tenant is obligated hereunder, but no such assignment, subletting, occupancy, or
collection shall be deemed (i) a waiver by Landlord of any of Tenant's covenants
contained in this Lease, (ii) the acceptance by Landlord of the assignee,
subtenant or occupant as Tenant, (iii) a release of Tenant from further
performance of its covenants under this Lease, or (iv) a waiver of any of
Landlord's other rights or remedies hereunder.

                            SUBORDINATION; ATTORNMENT

23.01. SUBORDINATION. Landlord may, from time to time, grant deeds to secure
debt, deeds of trust, mortgages or other security interests covering its estate
in the Building (each a "Mortgage"). Tenant agrees that this Lease shall be
subject and subordinate to each Mortgage, including any modifications,
extensions or renewals thereof and advances thereunder from time to time in
effect. The foregoing provisions shall be self operative, and no further
instrument of subordination shall be required to make this Lease subject and
subordinate to any Mortgage. Tenant shall, upon request, from time to time
execute and deliver to Landlord or the holder of any Mortgage any instrument
requested by Landlord or the holder of such Mortgage to evidence the
subordination of this Lease to any such Mortgage.

23.02. ATTORNMENT. Tenant agrees to recognize and attorn to any party succeeding
to the interest of Landlord as a result of the enforcement of any Mortgage, and
to be bound to such party under all the terms, covenants, and conditions of this
Lease, for the balance of the term of this Lease, including any extended term,
with the same force and effect as if such party were the original Landlord under
this Lease; provided, however, that such successor in interest shall not be (i)
subject to any credits, offsets, defenses or claims which Tenant may have
against any prior landlord (ii) bound by any payment of rent for more than one
month in advance, except prepayments in the nature of security for the
performance by Tenant of its obligations under this Lease, (iii) bound by any
amendment or modification of this lease made after such Mortgage is placed on
the Building (and Tenant has been given notice thereof), without the written
consent of the holder of such Mortgage, (iv) liable for any act, omission,
neglect or default of any prior landlord, or (v) required to make any capital
improvements to the Building or the Premises which Landlord may have agreed to
make but had not completed.

23.03. MORTGAGEE'S OPTION TO MAKE LEASE SUPERIOR. Notwithstanding the foregoing,
Tenant shall, upon demand by Landlord, at any time or time, execute, acknowledge
and deliver to Landlord


                                      -18-
<PAGE>   20

or to the holder of any Mortgage, without expense to Landlord or such holder,
any and all instruments that may be necessary to make this Lease superior to the
lien of any such Mortgage.

23.04. ACCEPTANCE AGREEMENT. Upon the request of Landlord, Tenant agrees to
execute a subordination and attornment agreement incorporating all or any of the
provisions set forth above and otherwise in form reasonably acceptable to
Landlord.

                                 QUIET ENJOYMENT

24.01. QUIET ENJOYMENT. Subject to the rights of the holder of any Mortgage and
provided Tenant performs the terms, conditions and covenants of this Lease,
Landlord covenants and agrees to take all necessary steps to secure and to
maintain for the benefit of Tenant the quiet and peaceful possession of the
Premises for the term of this Lease.

                              RULES AND REGULATIONS

25.01. RULES AND REGULATIONS. The rules and regulations attached as Exhibit "E"
("Rules and Regulations") are Landlord's Rules and Regulations for the Building.
Tenant shall faithfully observe and comply with such Rules and Regulations and
such reasonable changes therein (whether by modification, elimination, addition
or waiver) as Landlord may hereafter make and communicate in writing to Tenant,
which shall be necessary or desirable for the reputation, safety, care or
appearance of the Building or the preservation of good order therein or the
operation or maintenance of the Building or the equipment thereof or the comfort
of tenants or others in the Building.

                                    BROKERAGE

26.01. BROKERS. Landlord and Tenant each hereby acknowledge and agree that
Broker has acted as agent for the Landlord, not the Tenant, in this transaction
and is to be paid a commission by Landlord pursuant to a separate leasing
agreement between Landlord and Broker. In the event there is a Co-Broker,
Landlord and Tenant each hereby acknowledge and agree that Co-Broker will act as
agent for the Tenant, not the Landlord, in this transaction, but any commission
or fee payable to such Co-Broker shall be the sole responsibility of Landlord
pursuant to a separate co-brokerage agreement that Landlord shall enter into
with such Co-Broker.

26.02. INDEMNIFICATION. Landlord and Tenant represent and warrant to each other
that they have not dealt with any real estate broker or agent other than Broker
and the Co-Broker, if any, set forth above, who by reason of such dealing has a
claim against the other for a commission or fee. Landlord agrees to indemnify
Tenant and hold it harmless against any claims for commissions that may be
asserted in connection with this Lease based upon acts and agreements of
Landlord, and Tenant agrees to indemnify Landlord and hold it harmless against
any claims for commissions that may be asserted in connection with this Lease
based upon acts and agreements of Tenant.



                                      -19-
<PAGE>   21



                            EXPIRATION; HOLDING OVER

27.01. EXPIRATION. This Lease shall terminate on the Expiration Date, provided
however that all obligations and liabilities of Landlord or Tenant hereunder,
actual or contingent, which have accrued or arisen on or prior to the Expiration
Date shall survive the termination of this Lease. On the Expiration Date, Tenant
shall surrender the Premises to Landlord in the condition in which the Premises
were originally received from Landlord, except for ordinary wear and tear.

27.02. HOLDING OVER. If Tenant remains in possession of the Premises after the
Expiration Date with Landlord's written consent but without any modification of
this Lease or other written agreement between the parties, Tenant shall be a
tenant at will at two times the Base Rental rate in effect on the Expiration
Date and subject to all the other terms and provisions hereof (except as to the
term of this Lease). If Tenant remains in possession of the Premises after the
Expiration Date without Landlord's written consent, such holding over shall be
at two times the Base Rental in effect on the Expiration Date and subject to all
other terms and provisions hereof (except as to the term of this Lease), but
Tenant shall be a tenant-at-sufferance, subject to immediate eviction. There
shall be no renewal of this Lease by operation of law.

                              WORK ON THE PREMISES

28.01. APPROVAL OF WORK. Whenever, after the Commencement Date, Tenant is
permitted or required to maintain and repair, or make additions or alterations
to, the Premises, Tenant shall commence such work (the "Work") only after
Landlord has approved the plans for the Work and any contractor proposed by
Tenant to perform the Work. Landlord may require that the Work be performed by a
contractor that is on Landlord's list of approved contractors for the Building.

28.02. STANDARDS FOR PERFORMANCE. Tenant shall cause the Work to be done and
completed in a good, substantial and workmanlike manner, free from faults and
defects, and in compliance with all Legal Requirements, and shall utilize only
new materials and supplies. Tenant shall be solely responsible for construction
means, methods, techniques, sequences and procedures, and for coordinating all
activities related to the Work, and Landlord shall have no duty or obligation to
inspect the Work, but shall have the right to do so.

28.03. COMPLETION OF WORK. Whenever Tenant is required or permitted to perform
any Work upon the Premises, Tenant shall promptly commence the Work and, once
commenced, diligently and continually pursue the Work and complete the Work
within a reasonable time. Tenant shall supervise and direct the Work utilizing
its best efforts and reasonable care, and shall assign such qualified personnel
to the Work as may be necessary to cause the Work to be completed in an
expeditious fashion.

28.04. PAYMENT OF COSTS AND EXPENSES. Tenant shall provide and pay for all
labor, materials, goods, supplies, equipment, appliances, tools, construction
equipment and machinery and other facilities and services necessary for the
proper execution and completion of the Work. Tenant shall promptly pay when due
all costs and expenses incurred in connection with the Work, and shall not


                                      -20-
<PAGE>   22


permit or suffer to exist any liens against the Building. Tenant shall pay, or
cause to be paid, all fees and taxes required by law in connection with the
Work, and shall procure all permits and licenses necessary for the performance
of the Work.

28.05. PROTECTION OF PERSONS, PROPERTY. Tenant shall be responsible for the acts
and omissions of all of its employees and all other persons performing any of
the Work. Tenant shall be responsible for initiating, maintaining and
supervising all necessary safety precautions and programs in connection with the
Work, and shall take all reasonable protection to prevent damage, injury or loss
to, the Work, all persons performing Work on the Premises, all other persons who
may be involved in or affected by the Work, all materials and equipment to be
incorporated in the Work and all other property on the Premises or adjacent
thereto. Tenant shall ensure that the Work does not interrupt or otherwise
disrupt tenants in the Building.

28.06. INSURANCE. Tenant shall purchase and maintain in full force and effect,
and shall cause its contractors and subcontractors to purchase and maintain in
full force and effect, such insurance (if any) in addition to that otherwise
required of Tenant under this Lease as may be necessary to protect Tenant and
Landlord from claims under worker's compensation acts and other employee benefit
acts, from claims for damages because of bodily injury, including death, and
from claims for damage to property which arise out of performance of the Work.
Such additional insurance policies, if any, shall meet the requirements set
forth elsewhere herein with respect to the insurance policies otherwise required
to be obtained and maintained by Tenant under this Lease.

28.07. LIENS. Tenant shall not permit or suffer to exist any lien against the
Premises or the Building, and the Premises shall be kept free from any liens
arising from any Work. Notice is hereby given that Landlord shall not be liable
for any labor or materials furnished to Tenant, with any such lien in connection
therewith being null and void and of no force or effect as to Landlord. Within
10 days after the imposition of any such lien and notice from Landlord, or other
actual notice received by Tenant of the existence of any such lien, Tenant shall
cause the same to be released of record by payment or posting of a proper bond.
If Tenant fails to do so after thirty (30) days notice to Tenant, 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 or
posting of a bond sufficient under Georgia law to remove the lien from the
Premises without any duty to inquire into or to determine the validity thereof.
All such sums paid by Landlord and all expenses incurred by it in connection
therewith shall be considered additional rental and shall bear interest from the
date paid at the rate of sixteen percent (16%) per annum, and shall be due and
payable on demand. 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 reasonably necessary, for the protection of Landlord, the
Premises and any other party having an interest therein, from mechanics' and
materialmen's liens.

28.08. INDEMNIFICATION. Tenant shall pay and shall indemnify and save Landlord
and its officers, employees and agents harmless from all liabilities, damages,
losses, costs, expenses, causes of action, suits, claims, demands and judgments
of any nature arising out of, by reason of or in connection with the Work.




                                      -21-
<PAGE>   23
                              ESTOPPEL CERTIFICATES

29.01. ESTOPPEL CERTIFICATES. Tenant shall, from time to time upon 10 days prior
request by Landlord execute, acknowledge and deliver to Landlord, or to a person
designated by Landlord, a certificate of Tenant stating (i) that this Lease is
unmodified and in full effect (or, if there have been modifications, that this
Lease is in full effect as modified, and setting forth such modifications), (ii)
the dates to which Base Rental, Additional Rental and other sums payable
hereunder have been paid, (iii) that no default exists hereunder (or specifying
each such default of which Tenant has knowledge), and (iv) such other facts as
Landlord (or any mortgagee, prospective mortgagee or prospective purchaser of
the Building) reasonably may request (including, in the case of mortgagees,
reasonable notice provisions). Landlord, at Landlord's cost and expense, shall
cause such certificate to be prepared for execution by Tenant. Any such
certificate may be relied upon by Landlord or any mortgagee or prospective
mortgagee or purchaser of the Building.

                                 TENANT'S STATUS

Tenant represents and warrants to Landlord that:

30.01. POWER AND AUTHORITY. Tenant has the right, power and authority to execute
and deliver this Lease and to perform the provisions hereof, and is, to the
extent required, qualified to transact business and in good standing under the
laws of the State of Georgia.

30.02. AUTHORIZATION. The execution of the Lease by Tenant, or by the persons or
other entities executing them on behalf of Tenant, and the performance by Tenant
of Tenant's obligations under the Lease in accordance with the provisions hereof
have been, to the extent required, duly authorized by all necessary action of
Tenant.

                                  MISCELLANEOUS

31.01. NOTICES. Except for legal process, which may be served as provided by law
or as provided below, any notice, demand, request, consent, approval or
communication (a "notice") under this Lease shall be in writing and shall be
deemed to have been duly given and received at the time and on the date when
personally delivered, or one day after being delivered to a nationally
recognized commercial carrier service for next-day delivery or three days after
deposit in the United States mail, certified or registered mail with a return
receipt requested, with all postage prepaid, addressed to Landlord or Tenant (as
the case may be) at its address shown above. The time period in which a response
must be made, or action taken, by a party receiving any notice shall commence on
the date of receipt by such party. Rejection or other refusal to accept
delivery, or inability to deliver because of a changed address of which no
notice was given, shall be deemed to be receipt of such notice. The parties may
designate a different address for receiving notices hereunder by notice to the
other party in accordance herewith. Neither telecopy nor electronic mail
(e-mail) shall be a method of notice under this Lease.




                                      -22-
<PAGE>   24

31.02. HEADINGS. The use of headings, captions and numbers in this Lease is
solely for the convenience of identifying and indexing the various paragraphs
and shall in no event be considered otherwise in construing or interpreting any
provision in this Lease.

31.03. EXHIBITS AND ATTACHMENTS. Each exhibit and attachment referred to in this
Lease is attached to this Lease and is and shall be construed to be made a part
of this Lease by such reference.

31.04. PRONOUNS; INCLUDING. Wherever appropriate in this Lease, personal
pronouns shall be deemed to include the other genders and the singular to
include the plural. Wherever used in this Lease, the term "including" means
"including, without limitation."

31.05. BINDING EFFECT. All provisions contained in this Lease shall be binding
upon, inure to the benefit of, and be enforceable by, the respective successors
and assigns of Landlord and Tenant to the same extent as if each such successor
and assign were named as a party hereto. The term "Landlord" as used in this
Lease shall mean only the owner of the Building from time to time, and in the
event of the sale or other disposition of the Building, the Landlord named
herein shall be released from any further obligations or liabilities under this
Lease, and Tenant shall look solely to such successor Landlord for performance
of the obligations of the Landlord hereunder.

31.06. SEVERABILITY. If any term, covenant, condition or provision of this
Lease, or the application thereof to any person or circumstance, shall ever be
held to be invalid or unenforceable, then in each such event the remainder of
this Lease or the application of such term, covenant, condition or provision to
any other person or any other circumstance (other than those as to which it
shall be invalid or unenforceable) shall not be thereby affected, and each term,
covenant, condition and provision hereof shall remain valid and enforceable to
the fullest extent permitted by law.

31.07. TIME OF ESSENCE. Time is of the essence of this Lease. Anywhere a day
certain is stated for payment or for performance of any obligation, the day
certain so stated enters into and becomes a part of the consideration for this
Lease.

31.08. NO ESTATE IN LAND. Tenant has only a usufruct, not subject to levy and
sale, and no estate has been granted by Landlord.

31.09. APPLICABLE LAW. This Lease shall be governed by, construed under and
interpreted and enforced in accordance with the laws of the State of Georgia.

31.10. ENTIRE AGREEMENT. This Lease (including the exhibits and attachments)
contains the entire agreement of Landlord and Tenant and no representations,
warranties, inducements, promises or agreements, oral or otherwise, between the
parties not embodied in this lease shall be of any force or effect.

31.11. MODIFICATIONS. This Lease shall not be modified or amended in any respect
except by a written agreement executed by Landlord and Tenant in the same manner
as this Lease in executed.



                                      -23-
<PAGE>   25

31.12. SURVIVAL. Any claim, cause of action, liability or obligation arising or
accruing during the term of this Lease and under the provisions hereof in favor
of a party hereto against or obligating the other party hereto shall survive the
expiration or any earlier termination of this Lease.

31.13. COUNTERPARTS. This Lease may be executed in several counterparts, each of
which shall be deemed an original, and all of such counterparts together shall
constitute one and the same instrument.

31.14 FINANCIAL INFORMATION. No later than seven (7) days after receipt by
Tenant of a written request from Landlord, Tenant shall provide to Landlord in
writing Tenant's most current annual and quarterly financial reports.

31.15. MEMORANDUM OF LEASE. Tenant shall not record or permit the recording of
this Lease or any memorandum or affidavits thereof. However, upon request by
Landlord, Tenant will execute and deliver a memorandum of this Lease in
recordable form, which Landlord may, at Landlord's expense, file for record.

31.16. SPECIAL STIPULATIONS. Landlord and Tenant agree to the special
stipulations, if any, set forth in Exhibit "F". In the event of any conflict
between the printed portions of this Lease and such special stipulations, the
special stipulations shall control.


                                      -24-
<PAGE>   26

         WHEREFORE, the parties have executed, sealed and delivered this Lease
as of the date of this Lease set forth above.

<TABLE>
<CAPTION>

LANDLORD:                                                              TENANT:

<S>                                                       <C>
POST APARTMENT HOMES, L.P.,                               -----------------------------------------
a Georgia limited partnership

By:      Post Properties, Inc.,                           By:
         a Georgia corporation,                               -------------------------------------
         Sole General Partner                                       Authorized Signature
                                                          Name:
                                                               ------------------------------------

         By:                                              Title:
            ----------------------------                        -----------------------------------
         Name:
              --------------------------
                                                          By:
                                                              -------------------------------------
         Title:                                                        Authorized Signature
               -------------------------
         [CORPORATE SEAL]                                 Name:
                                                               ------------------------------------

                                                          Title:
                                                                -----------------------------------

                                                          Attest:
                                                                 ----------------------------------
                                                          Name:
                                                                -----------------------------------
                                                          Title:
                                                                -----------------------------------

                                                                       [CORPORATE SEAL]
</TABLE>



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

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


                                      -25-
<PAGE>   27


                                   EXHIBIT "A"
                               DRAWING OF PREMISES


























                                       A-1

<PAGE>   28



                                   EXHIBIT "B"

                                   WORK LETTER

                                   DEFINITIONS


1.01. DEFINED TERMS. Capitalized terms used in the Lease and this Work Letter
shall have the same meanings ascribed to them in the Lease. Otherwise, the
capitalized terms used in this Work Letter shall have the meaning ascribed to
them at the point where defined.

1.02. "BASE BUILDING IMPROVEMENTS" shall mean the improvements to the Premises
provided by Landlord described in Schedule 1 to this Work Letter.

1.03. "DRAWINGS AND SPECIFICATIONS" shall mean the final working drawings and
specifications for the construction and installation of the improvements in the
Premises, which have been prepared by Landlord's Architect and approved by
Landlord and Tenant.

1.04. "TENANT IMPROVEMENTS" shall mean the improvements constructed and
installed in the Premises in accordance with the Drawings and Specifications.

1.05. "DESIGN FEE ALLOWANCE" shall mean the amount of $ .75 per rentable square
foot of the Premises.

1.06. "DESIGN COSTS" shall mean the total cost of preparing all drawings and
specifications provided for in this Work Letter, and the total cost of all fees
for architects, engineers, space planners, interior designers and other design
specialists incurred in connection with the Tenant Improvements.

1.07. "TENANT IMPROVEMENT ALLOWANCE" shall mean the amount of $18.10 per
rentable square foot of the Premises.

1.08. "TENANT IMPROVEMENT COSTS" shall mean the total cost of the construction
and installation of the Tenant Improvements.

1.09. "TENANT'S COSTS" shall mean the total of (i) all Tenant Improvement Costs
in excess of the Tenant Improvement Allowance; (ii) all Design Costs in excess
of the Design Fee Allowance; and (iii) a fee equal to 5% of the sum of the
foregoing items, as compensation to Landlord for Landlord's services in
supervising and administering the construction and installation of the Tenant
Improvements.

1.10. "LANDLORD'S ARCHITECT" shall mean the architect, space planner or designer
designated by Landlord.


                                       B-1

<PAGE>   29



1.11. "LANDLORD'S CONTRACTOR" shall mean the contractor designated by Landlord.


                           DRAWINGS AND SPECIFICATIONS

2.01. DRAWINGS AND SPECIFICATIONS. Landlord's Architect has prepared, and
Landlord and Tenant have approved, the Drawings and Specifications.

2.02. TENANT IMPROVEMENT COSTS. Landlord has obtained from Landlord's
Contractor, and Tenant has approved, the amount of the Tenant Improvement Costs,
and Landlord has been authorized to proceed, through Landlord's Contractor, with
the work of constructing and installing the Tenant Improvements in accordance
with the Drawings and Specifications.

2.03. REVISIONS TO DRAWINGS AND SPECIFICATIONS. If Tenant desires to make
revisions to the Drawings and Specifications, Tenant shall request that
Landlord's Architect prepare, and submit to Landlord for approval, proposed
working drawings and specifications containing all such desired revisions. Upon
approval by Landlord of any such revisions, Landlord shall obtain promptly from
Landlord's Contractor the amount of any adjustment in the Tenant Improvement
Costs resulting from such revisions and submit the amount thereof to Tenant for
Tenant's approval. Tenant shall approve or disapprove the amount of such
adjustment within 3 days after submission by Landlord to Tenant, and if Tenant
fails to notify Landlord of its disapproval within such 3 day period, Tenant
shall be deemed to have given Tenant's approval thereto. Once any adjustment has
been approved, Tenant shall be deemed to have given full authorization to
Landlord to proceed with the work of constructing and installing the Tenant
Improvements in accordance with the Drawings and Specifications, as revised.
Landlord, at its option, can require Tenant to pay in lump sum to Landlord any
and all increases in Tenant's Costs which result from approved revisions to the
Drawings and Specifications.


                                PAYMENT OF COSTS

3.01. LANDLORD'S COSTS. Landlord shall pay for the cost of preparing the
Drawings and Specifications up to, but not exceeding, the Design Fee Allowance,
and Landlord shall pay all Tenant Improvement Costs up to, but not exceeding,
the Tenant Improvement Allowance. Landlord shall disburse the Design Fee
Allowance, the Tenant Improvement Allowance and any amounts deposited by Tenant
with Landlord for payment of Tenant's Costs to pay the Tenant Improvement Costs,
as and when the same become due and payable. Landlord shall be entitled to rely
on the accuracy of all invoices and fee statements for labor performed or
materials furnished in connection with the Tenant Improvements and to rely on
any certification as to the Tenant Improvement Costs submitted by Landlord's
Contractor or Tenant's Architect.

3.02. TENANT'S COSTS.  Tenant shall pay Tenant's Costs as follows:



                                       B-2

<PAGE>   30




         (a) 50% of the amount of Tenant's Costs reasonably estimated by
Landlord shall be paid to Landlord prior to the commencement of construction and
installation of the Tenant Improvements; and

         (b) The balance of Tenant's Costs shall be paid within 10 days after
Tenant's receipt of Landlord's invoice upon substantial completion of the Tenant
Improvements and Landlord's delivery of possession of the Premises to Tenant.

3.03. FAILURE TO PAY TENANT'S COSTS. Failure by Tenant to pay Tenant's Costs in
accordance with this Work Letter will constitute a failure by Tenant to pay rent
when due under the Lease and shall therefore constitute an event of default by
Tenant under the Lease, and Landlord shall have all of the remedies available to
it under this Lease for nonpayment of rent.


                                 WORK BY TENANT

4.01. TENANT'S WORK. All work in or about the Premises which is not within the
scope of the work necessary to construct and install the Tenant Improvements
shall be furnished and installed by Tenant at Tenant's cost and expense. Tenant
shall adopt a schedule for performing such additional work consistent with the
schedule of Landlord's Contractor and shall see that such work is conducted in
such a manner as to maintain harmonious labor relations and as not to interfere
unreasonably with or to delay the work of constructing or installing the Tenant
Improvements. Landlord shall give access and entry to the Premises to Tenant and
its contractors performing such additional work and shall give reasonable
opportunity and time to enable Tenant and such contractors to perform and
complete such work. All such additional work and Tenant's use of the Premises
for such purposes shall be performed in accordance with the Lease.


                     DELIVERY OF POSSESSION OF THE PREMISES

5.01. DELIVERY OF POSSESSION. Landlord shall be deemed to have delivered
possession of the Premises to Tenant on the later of (i) the Commencement Date,
or (ii) the date on which the Tenant Improvements have been substantially
completed, subject only to completion of "punchlist items", which means details
of construction, mechanical adjustment and decoration which are minor in nature
and do not, in the aggregate, materially interfere with Tenant's use and
enjoyment of the Premises.

5.02. DELAYS IN DELIVERY OF POSSESSION. If, for any reason whatsoever (other
than delays caused by Tenant), the Tenant Improvements have not been
substantially completed by the Commencement Date or Landlord cannot deliver
possession of the Premises to Tenant on the Commencement Date, this Lease shall
not be void or voidable, nor shall Landlord be liable for any loss or damages
suffered by Tenant, but the Base Rental and Additional Rental shall abate from
the Commencement Date until Landlord delivers possession of the Premises to
Tenant, and the Expiration Date shall be extended on a day to day basis for each
day that Base Rental and Additional Rental is abated until


                                       B-3

<PAGE>   31



the date that possession of the Premises has been delivered to Tenant; provided,
however, that if possession of the Premises has not been delivered to Tenant
within 6 months following the Commencement Date, for any reason whatsoever
(other than delays caused by Tenant), then either Landlord or Tenant may, at
their option at any time thereafter but prior to the delivery of possession,
terminate this Lease by notice to the other and Landlord and Tenant thereupon
shall be released from all obligations under this Lease. If the Tenant
Improvements have not been substantially completed on the Commencement Date
because of delays caused by Tenant (including any revisions to the Drawings and
Specifications), the term of this Lease and all obligations of Tenant under this
Lease shall commence on the Commencement Date and Landlord shall be deemed to
have delivered possession of the Premises on the Commencement Date, and the
Expiration Date shall continue to be the date set forth in Section 1.08 of the
Lease.










                                       B-4

<PAGE>   32



                            SCHEDULE 1 TO WORK LETTER


                    Description of Base Building Improvements












                                       B-5

<PAGE>   33



                                   EXHIBIT "C"
                              ACCEPTANCE AGREEMENT



         THIS AGREEMENT made as of the date set forth below between POST
APARTMENT HOMES, L.P., a Georgia limited partnership (the "Landlord") and
_____________________ (the "Tenant").


                              W I T N E S S E T H:


         WHEREAS, Landlord and Tenant entered into an Office Lease dated
____________________, 19____ (the "Lease") for certain premises in the building
known as __________________________ in _________________Georgia (the
"Premises"); and

         WHEREAS, Landlord and Tenant desire to execute this Agreement pursuant
to and as required by the Lease.

         NOW THEREFORE, for good and valuable consideration, Landlord and Tenant
agree as follows:

1.       The Commencement Date of the Term of the Lease is: ___________________,
         19__.

2.       The Expiration Date of the Term of the Lease is: ____________________,
         19__.

3.       The final Rentable Area of the Premises is ___________ square feet and
         the final Rentable Area of the Building is _______ square feet.

4.       Tenant is in possession of, and has accepted, the Premises and agrees
         that all the work to be performed by Landlord in the Premises as
         required by the terms of the Lease has been satisfactorily completed
         except for any punch list items described in Schedule "A" attached
         hereto.

5.       Tenant certifies that all conditions of the Lease required of Landlord
         as of this date have been fulfilled and there are no defenses or
         setoffs against the enforcement of the Lease by Landlord.





                                       C-1

<PAGE>   34



         WHEREFORE, the parties hereto have signed and sealed this Agreement, as
of the ___ day of ___________,19___


<TABLE>
<CAPTION>
LANDLORD:                                                 TENANT:



<S>                                                      <C>
POST APARTMENTS HOMES, L.P.,                              --------------------------------------
a Georgia limited partnership
                                                          By:
                                                             -----------------------------------
By: Post Properties, Inc., a Georgia                               Authorized Signature
       corporation                                        Name:
       Sole General Partner                                    ---------------------------------
                                                          Title:
                                                                --------------------------------

By:
   -------------------------------------------
Name:
     -----------------------------------------

Title:
      ----------------------------------------

                                                          By:
                                                             -----------------------------------
                                                                     Authorized Signature
          [CORPORATE SEAL]                                Name:
                                                               ---------------------------------
                                                          Title:
                                                                --------------------------------


                                                          Attest:
                                                                 -------------------------------
                                                          Title:
                                                                ---------------------------------
                                                                           [CORPORATE SEAL]

</TABLE>



                                       C-2

<PAGE>   35



                                   EXHIBIT "D"
                               OPERATING EXPENSES


1.       OPERATING EXPENSE DEFINED. "Operating Expenses" as used in this Lease
         shall mean all operating costs for a given Escalation Year, allocable
         to the ownership, operation, repair and maintenance of the Building and
         related land and facilities in accordance with sound accounting
         practices and principles, including (without limitation) the following
         categories of operating costs: ad valorem real property taxes imposed
         upon the Building, fire, sewer and other assessments imposed upon the
         Building, personal property taxes imposed upon any personal property
         used in the operation and maintenance of the Building, all taxes based
         or imposed upon receipt of rental income, and all other taxes,
         assessments and similar charges imposed upon the Building by any
         governmental authority or agency, and the reasonable cost of protesting
         the amount of any such taxes and assessments; salaries, wages, and all
         other expenses incurred for the employment of Building staff members,
         including so-called "fringe benefits" and employment-related taxes, all
         of which shall be allocated based upon the amount of time spent by such
         members in the maintenance and operation of the Building; the cost of
         the management office for the Building; the cost of materials and
         supplies; the cost of replacements for tools and equipment; amounts
         charged to Landlord by independent contractors for services (including
         full or part-time labor), materials and supplies; amounts paid by
         Landlord, or charged to Landlord by independent contractors, for window
         cleaning, janitorial, security, rubbish removal and porter services;
         accounting, legal and other professional fees; the reasonable cost of
         repainting or otherwise redecorating any part of the Building, except
         tenanted areas; the reasonable costs of seasonal and holiday
         decorations for the lobby and other public portions of the Building;
         the cost of telephone service, postage, office supplies, maintenance
         and repair of office equipment and similar charges related to operation
         of the Building management office; the cost of licenses, permits and
         similar fees and charges; premiums for insurance obtained by Landlord;
         charges (including applicable taxes) for all utilities required in the
         operation of the Building (including the tenanted areas thereof),
         including water, sewer, electricity and gas; costs of landscaping and
         ground maintenance; fees for the management of the Building; the
         Building's share of the maintenance, landscape maintenance and other
         operating expenses of any common area maintenance or similar charges or
         assessments payable with respect to the multi-use development in which
         the Building is located; and amortization of capital improvements made
         to the Building after the Commencement Date which are undertaken
         primarily for the purpose of reducing Operating Expenses or which are
         required to comply with a change in any Legal Requirement.

2.       EXCLUSIONS FROM OPERATING EXPENSES. Any operating costs incurred after
         the Expiration Date shall be excluded from Operating Expenses.
         Operating Expenses shall be "net" only, and for that purpose shall be
         reduced by the amounts of any reimbursement, refund, credit or discount
         received or receivable by Landlord (net of the reasonable costs and
         expenses of obtaining the same, if any) with respect to any item of
         cost that is included in Operating Expenses (other than reimbursements
         by other tenants in the nature of escalation or

                                       D-1

<PAGE>   36



         additional rental payments similar to those required of Tenant pursuant
         to this Lease). Operating Expenses also excludes, the following: any
         income, franchise or other taxes imposed upon Landlord's income or
         profits, unless imposed in lieu of real property ad valorem taxes; the
         cost of any work or service performed for any tenant (including Tenant)
         at such tenant's cost; the cost of correcting defects in the original
         construction of the Building; salaries, bonuses or payments of any
         other kind to officers and executives of Landlord; except as provided
         in paragraph 1 above, the cost of any work or service performed for any
         facility other than the Building; the cost of any repairs, alterations,
         additions, changes, replacements and other items which are made in
         order to prepare for a new tenant's occupancy; the cost of any repair
         in accordance with the Article of this Lease governing destruction or
         damage by fire or other casualty; interest on debt or amortization
         payments on any Mortgage and rental under any ground lease or other
         underlying lease; all leasing expenses, including any real estate
         brokerage commissions or other costs (including concessions) incurred
         in procuring tenants; charges (including applicable taxes) for
         utilities for which Landlord is entitled to reimbursement from any
         tenant (other than reimbursements by other tenants in the nature or
         escalation or additional rental payments similar to those required of
         Tenant pursuant to this Lease); any costs of painting or decorating any
         tenanted part of the Building; and any expenses for repairs or
         maintenance covered by warranties and service contracts in existence on
         the Commencement Date.



                                       D-2

<PAGE>   37



                                   EXHIBIT "E"
                              RULES AND REGULATIONS


1.       The sidewalks, and public portions of the Building, such as entrances,
         passages, courts, elevators, vestibules, stairways, corridors or halls,
         and the streets, alleys or ways surrounding or in the vicinity of the
         Building shall not be obstructed, even temporarily, or encumbered by
         Tenant or used for any purpose other than ingress and egress to and
         from the Premises.

2.       No curtains, blinds, shades, louvered openings, tinted coating, film or
         screens shall be attached to or hung in, or used in connection with,
         any window, glass surface or door of the Premises, without the prior
         written consent of Landlord, unless installed by Landlord.

3.       Signs on entrance door or doors shall conform to building standard
         signs, samples of which are on display in Landlord's rental office.
         Signs on doors shall, at Tenant's expense, be inscribed, painted or
         affixed by sign makers approved by Landlord. In the event of the
         violation of the foregoing by Tenant, Landlord may remove same without
         any liability, and may charge the expense incurred by such removal, to
         Tenant.

4.       The sashes, sash doors, skylights, windows, heating, ventilating and
         air conditioning vents and doors that reflect or admit light and air
         into the halls, passageways or other public places in the building
         shall not be covered or obstructed by Tenant.

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

6.       The lavatories, sinks, toilets and other plumbing fixtures shall not be
         used for any purposes other than those for which they were constructed,
         and no sweepings, rubbish, rags, or other substances shall be thrown
         therein.

7.       Tenant shall not in any way deface any part of the Premises or the
         Building. If Tenant desires to use linoleum or other similar floor
         covering, an interlining of building standard deadening felt shall
         first be affixed to the floor, by a paste or other material that is
         soluble in water; the use of cement or other similar adhesive materials
         which are not water soluble, are expressly prohibited.

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


                                       E-1

<PAGE>   38



9.       Landlord desires that the Building be a "tobacco-free" environment, and
         neither Tenant, nor any of Tenant's employees, agents, visitors,
         licensees, or other persons shall use tobacco or tobacco products
         (including, without limitation, cigarettes, cigars or smokeless
         tobacco) inside of the Building.

10.      No space in the Building shall be used for manufacturing, distribution,
         or for the storage of merchandise or for the sale of merchandise,
         goods, or property of any kind at auction, other than lobby stores
         approved and leased by Landlord expressly for such purpose.

11.      Tenant shall not make, or permit to be made, any unseemly or disturbing
         noises or disturb or interfere with occupants of the Building or
         neighboring buildings or premises or those having business with them,
         whether by the use of any musical instrument, radio, stereo (which term
         includes phonographs, compact disc players, tape players and other
         machines reproducing music or talking), unmusical noise, whistling,
         singing, or in any other way. Tenant shall not throw anything out of
         the doors, windows or skylights or down the passageways.

12.      Neither Tenant, nor any of Tenant's employees, agents, visitors, or
         licensees, shall at any time bring or keep upon the Premises any
         inflammable, combustible or explosive fluid, or chemical substance,
         other than reasonable amounts of cleaning fluids or solvents required
         in the normal operation of Tenant's business offices (which shall in
         any event be stored and used in compliance with all Legal
         Requirements).

13.      No additional locks or bolts of any kind shall be placed upon any of
         the doors or windows by Tenant, nor shall any changes be made in
         existing locks or the mechanism thereof, without the prior written
         approval of Landlord and unless and until a duplicate key is delivered
         to Landlord. Tenant shall, upon the termination of its tenancy, restore
         to Landlord all keys of stores, offices and toilet rooms, either
         furnished to, or otherwise procured by, Tenant, and in the event of the
         loss of any keys so furnished, Tenant shall pay to Landlord the cost
         thereof.

14.      Tenant shall not overload any floor. Tenant shall obtain Landlord's
         consent before bringing any safes, freight, furniture, or bulky
         articles into the Building and Landlord can specify to Tenant the
         location for the placement of such articles. All removals, or the
         carrying in or out of any safes, freight, furniture, or bulky matter of
         any description must take place during the hours which Landlord or the
         Building manager may determine from time to time. Landlord reserves the
         right to inspect all freight to be brought into the Building and to
         exclude from the Building all freight which violates any of these Rules
         and Regulations or the Lease of which these Rules and Regulations are a
         part.

15.      Tenant shall not occupy or permit any portion of the Premises to be
         occupied, without Landlord's expressed prior written consent, as an
         office for a public stenographer or typist, or for the possession,
         storage, manufacture or sale of liquor, narcotics, tobacco in any form,
         or as a barber or manicure shop, or as a public employment bureau or
         agency, or for a public

                                       E-2

<PAGE>   39



         finance (personal loan) business, or for any so-called telemarketing
         business, or as a cafeteria or other food service establishment, or for
         a business providing photocopying services for offices or others, or as
         a health club. Tenant shall not engage or pay any employees on the
         Premises, except those actually working for Tenant on the Premises, nor
         advertise for laborers giving an address at the Building.

16.      Tenant agrees to employ such janitorial contractor as Landlord may from
         time to time designate, for any waxing, polishing, and other
         maintenance work of the Premises and of the Tenant's furniture,
         fixtures and equipment. Tenant agrees that it shall not employ any
         other cleaning or maintenance contractor, nor any individual, firm or
         organization for such purpose, without Landlord's prior written
         consent.

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

18.      Landlord reserves the right to exclude from the Building when the
         Building is closed all persons who do not sign in and out on a register
         in the lobby of the Building, showing the name of the person, the place
         visited and the time of arrival and departure. All such persons
         entering or leaving the Building during such times may be expected to
         be questioned by the Building security personnel as to their business
         in the Building. Landlord shall in no case be liable for damages for
         any error with regard to the admission to or exclusion from the
         Building of any person. In the case of invasion, mob, riot, public
         excitement or other circumstances rendering such action advisable in
         the Landlord's opinion, Landlord reserves the right to prevent access
         to the Building during the continuance of the same by such action as
         Landlord may deem appropriate, including closing doors.

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

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

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

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


                                       E-3

<PAGE>   40
23.      Tenant, in order to obtain maximum effectiveness of the cooling system,
         shall lower and close the blinds or drapes when the sun's rays fall
         directly on windows of Premises. Tenant shall not remove the standard
         blinds installed in the Premises.

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

25.      Tenant shall not install any vending machines in the Building or
         Premises without Landlord's consent.

26.      All articles and the arrangement, style, color and general appearance
         thereof, in the interior of the Premises that will be visible from the
         exterior thereof, including, without limitation, window displays,
         advertising matter, signs, merchandise, and furniture shall be subject
         to Landlord's approval.

27.      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
         of the Tenants of the Building.

28.      These Rules and Regulations are in addition to, and shall not be
         construed to in any way modify or amend, in whole or part, the terms,
         covenants, agreements and conditions of the main text (including
         Special Stipulations) of the Lease, which text shall control in the
         instance of conflict.

29.      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, care and cleanliness of the Building, and for the preservation
         of good order therein. Such other Rules and Regulations shall be
         effective upon written notification of Tenant.


                                       E-4

<PAGE>   41



                                   EXHIBIT "F"
                              SPECIAL STIPULATIONS


1.       RENEWAL OPTION.

         As long as Tenant is not in default in the performance of its covenants
under this Lease, Tenant is hereby granted the option to renew the Term of this
Lease for a period of three additional years ("Renewal Term"), to commence at
the expiration of the initial Term of this Lease. Tenant shall exercise its
option to renew by delivering written notice of such election to Landlord at
least twelve (12) months prior to the expiration of the initial Term of this
Lease. The renewal of this Lease shall be upon the same terms and conditions of
this Lease, except (a) the Base Rental during the Renewal Term shall be as
agreed upon by Landlord and Tenant, (b) Tenant shall have no option to renew
this Lease beyond the expiration of the Renewal Term, (c) Tenant shall not have
the right to assign its renewal rights to any sublessee of the Premises or
assignee of the Lease, nor may any such sublessee or assignee exercise such
renewal rights, (d) the leasehold improvements will be provided in their
then-existing condition (on an "as is" basis) at the time the Renewal Term
commences, and (e) Landlord may require that Tenant pay for parking pursuant to
a program to be implemented by Landlord. If Landlord and Tenant cannot agree
upon the Base Rental during the Renewal Term within ninety (90) days after
Landlord's receipt of Tenant's written notice of its election to renew this
Lease, then this renewal option shall immediately expire and be of no further
force or effect.

2.       ACCESS TO PREMISES. Section 4.01 of the Lease is hereby amended to add
the following as the last sentence thereof: "Landlord will permit Tenant to
access the Premises to install fixtures and furnish the Premises up to ten (10)
days prior to the later of (i) the Commencement Date or (ii) the date on which
Landlord is able to deliver occupancy of the Premises to Tenant."

3.       RENT CONTROL. Section 6.08 of the Lease is hereby deleted in its
entirety.

4.       HOURS OF OPERATION. Landlord acknowledges that Tenant shall have the
right to be open or closed in accordance with the normal operations of the
Federal Reserve Banking System. If Tenant's banking operation is open on a day
when the Building is closed, Landlord shall make available those portions of the
lobby or the first floor of the Building immediately adjacent to the Premises so
that Tenant's customers may enter the Premises from the Building's lobby.

5.       AFTER HOURS UTILITY SERVICE. Landlord will provide to Tenant, upon
reasonable prior verbal notification, after-hours heating, ventilation and air
conditioning services at a cost of $45.00 per hour for each hour of such
service.

6.       SIGNAGE. Landlord has approved the signage which will advertise
Tenant's business in the Building, as depicted on Exhibit "H" attached hereto
and incorporated herein by this reference.

7.       PARKING.


                                       F-1

<PAGE>   42



         (a) Landlord shall provide Tenant with three (3) reserved parking
spaces located on the top level of the parking deck adjacent to the Building.
Such spaces shall be designated with signs stating "Bank Customer Parking, 15
Minute Limit". Tenant will pay the cost for designing, installing and
maintaining said signs. The design of the reserved parking designations shall be
determined by Landlord and consistent with the signage program for the Building.

         (b) Landlord will designate two (2) parking spaces in front of the
Building for "10 Minute Visitor Parking".

8.       ACCEPTANCE OF PREMISES. The following shall be added to Section 12.02
of the Lease as the second sentence of Section 12.02: Landlord will complete any
reasonable punch list items provided by Tenant within two (2) weeks after the
Commencement Date; provided that if such punch list items cannot reasonably be
completed in such two (2) week period, then Landlord will commence such punch
list item during said two (2) week period and work will diligently prosecute
such work to completion. In addition, Landlord shall repair any latent defects
in the Premises.

9.       LANDLORD'S ACCESS. The following shall be added in Section 13.01 in the
second line after the words "business hours": "subject to Tenant's normal
security procedures."

10.      TRANSFER OF TENANT. Section 13.03 of the Lease is hereby deleted in its
entirety.

11.      ALTERATIONS BY TENANT. The following is hereby added as the last
sentence of Section 15.01: "In the event Tenant makes any alterations, additions
or improvements in or on the Premises with Landlord's approval, Landlord will
notify Tenant at such time of Landlord's approval as to whether Tenant will be
required to remove such alteration, addition or improvement upon termination of
the Lease.

12.      RENT ABATEMENT. The following shall be added to the end of Section
16.04: "except and only to the extent Landlord has received insurance proceeds
covering the losses incurred through such casualty."

13.      TENANT'S INSURANCE. The following shall be deleted from the sixth and
seventh lines of Section 18.02: " ; provided, however, that Tenant shall carry
such greater limits of coverage as Landlord may reasonably request from time to
time."

14.      CONDEMNATION. The last three (3) sentences of Section 19.01 are hereby
deleted and the following inserted in lieu thereof:

                  "All proceeds from any taking or condemnation of any part of
                  the Building shall belong to and be paid to Landlord;
                  provided, however that the foregoing shall not interfere with
                  any right of Tenant under applicable laws to seek to collect
                  any condemnation award for a taking of the Premises or any
                  loss of business associated with the taking of the Premises."


                                       F-2

<PAGE>   43




15.      DEFAULT BY TENANT. In the event Tenant is late in the payment of any
Base Rental, Additional Rental or other payment to be made by Tenant hereunder,
Landlord will give written notice to Tenant of such default, but shall not be
required to give such written notice more than two (2) times per Lease Year. In
the event such written notice is given, payment shall be due by Tenant to
Landlord within three (3) days after receipt by Tenant of such notice.

16.      ASSIGNMENT AND SUBLETTING. The following shall be added after the word
"disapproval" and before the word "shall" in the seventh line of Section 22.02:
"in writing".

17.      HOLDING OVER. Section 27.02 is hereby amended by deleting the words
"two times" in the third line and substituting in lieu thereof "one hundred
fifty percent (150%)".

18.      ESTOPPEL CERTIFICATES. The following shall be added to the end of
Section 29.01 of the Lease: "Landlord will provide Tenant with an estoppel
certificate, reasonably approved by Landlord, upon written request by Tenant,
but in no event more than once per Lease year."

19.      EXHIBIT "B" WORK LETTER.

         (1) Section 3.02 of Exhibit "B" (Work Letter) is hereby deleted and the
         following is substituted in lieu thereof:

                  "3.02 Tenant's Costs.  Tenant shall pay Tenant's Costs as
         follows:

                  (a) 10 % of the amount of Tenant's Costs reasonably estimated
                  by Landlord shall be paid to Landlord prior the commence of
                  construction and installation of the Tenant Improvements; and

                  (b) 50% of the amount of Tenant's Costs reasonably estimated
                  by Landlord shall be paid to Landlord upon completion of 50%
                  of the Tenant Improvement Work, as determined by Landlord; and

                  (c) The balance (40%) of Tenant's Costs shall be paid within
                  10 days after Tenant's receipt of Landlord's invoice upon
                  substantial completion of the Tenant Improvements and
                  Landlord's delivery of possession of the Premises to Tenant."

         (2) The following is hereby added to Section 5.01 of Exhibit "B" (the
         Work Letter) on the second line after (ii) and before the word "the":
         "ten (10) business days following".

         (3) 5.02 of Exhibit "B" (Work Letter) shall be amended to add the
         following:

                  (a) "Landlord will notify Tenant in writing of any delays
                  which Landlord contends will change the Commencement Date."



                                       F-3

<PAGE>   44




                  (b) Landlord hereby certifies that as part of the written
                  contract between Landlord and Landlord's Architect relating to
                  the Building, Landlord's Architect has agreed to comply
                  strictly with "all applicable national, federal, state,
                  municipal and local laws, regulations, codes, ordinances,
                  orders, requirements, and all revisions or amendments to them
                  and with any other regulations or other requirements of any
                  other governing body having jurisdiction over" the work and
                  services of building the Building and the Premises. To the
                  best of landlord's knowledge, this includes compliance with
                  the Americans With Disabilities Act.

20. RIGHT OF FIRST OFFER ON CONTIGUOUS SPACE. Landlord is free to market all
space contiguous to the Premises for lease, but Landlord agrees not to enter
into a written commitment to offer to lease any such contiguous space, based
upon bona fide, arm's length terms and conditions, to any third party without
first offering such space to Tenant for lease. Tenant shall have fourteen (14)
days after receipt of such written notice from Landlord to elect to lease all,
but not less than all, of such space from Landlord. If Tenant so elects to lease
such offered space, then the Premises will be expanded to include such space
upon the same terms and conditions as set forth in the Lease. If Tenant declines
to lease such space, then this right of first refusal shall terminate.

21. BANK EXCLUSIVITY. Landlord shall not lease any space in the Building to any
"Local Retail Banking Institution" (as hereinafter defined), other than Tenant,
or an entity controlling, controlled by, or under common control with Tenant,
without Tenant's prior written consent, so long as the following conditions are
satisfied: (a) Tenant continues to use and occupy the Premises for retail
banking operations, and (b) no default by Tenant exists. As used herein, the
term "Local Retail Banking Institution" shall mean a state, national, private or
foreign bank, bank holding company, savings bank, credit union or other such
entity which (i) is authorized by law to receive and actually receives deposits
on site and (ii) provides retail banking services on site. For purposes of this
Lease, a Local Retail Banking Institution specifically does not include
insurance companies, brokerage companies, financial service companies or
investment banking companies; provided further, Landlord may lease space in the
Building to a state, national, private or foreign bank, bank holding company,
savings bank, credit union or other such entity so long as such entity does not
receive deposits on site nor provide other retail banking services on site.
Notwithstanding anything to the contrary contained in this Paragraph 21 above,
so long as (a)Tenant continues to use and occupy the Premises for retail banking
operations, and (b) no default by Tenant exists, then Landlord shall in no event
lease any space in the Building (whether ground floor retail space or office
space on the ground or upper floors) to any regional or community bank which,
with respect to loans, makes loans primarily up to, but not greater than, Two
Million Dollars ($2,000,000.00) per loan. By way of example only, such regional
or community banks shall include Fidelity National Bank, Buckhead Bank,
Riverside Bank and Mount Vernon Bank, but shall not include NationsBank,
SunTrust Bank, Wachovia Bank, First Union Bank or SouthTrust Bank.

22. REGULATORY APPROVAL. This Lease is subject to approval by the Department of
Banking and Finance of the State of Georgia ("Authority"). Either Landlord or
Tenant may cancel this Lease within 60 days after the date of full execution of
this Lease if the Tenant has not received



                                       F-4

<PAGE>   45



approval by said Authority, upon which Tenant shall immediately reimburse
Landlord for its actual out of pocket expenses related to tenant improvements.

         Notwithstanding any other provisions contained in this Lease, in the
event the Tenant is closed or taken over by the Authority, the Landlord may
terminate the Lease only with the concurrence of such Authority or other Bank
Supervisory Authority with appropriate jurisdiction over the Tenant, and such
Authority shall in any event have the election either to continue or to
terminate the Lease. Provided, that in the event this Lease is terminated, the
maximum claim of Landlord for damages or indemnity for injury resulting from the
rejection or abandonment of the unexpired term of the Lease shall in no event be
in an amount exceeding all rent reserved by the Lease, without acceleration, for
the calendar year next succeeding the date of the surrender of the Premises to
the Lessor, or the date of re-entry of the Lessor, whichever first occurs,
whether before or after the closing of the bank, plus an amount equal to the
unpaid rent accrued without acceleration up to such date.




                                       F-5

<PAGE>   46






                                   EXHIBIT "G"
                              BUILDING CONSTRUCTION


         1. Landlord's Construction. Landlord shall construct the Building
substantially in accordance with the approved Preliminary Building Plans,
identified on Schedule 1, attached hereto and by this reference made a part
hereof (the "Preliminary Building Plans"). The Building shall be completed in a
structurally sound and tenantable condition, free of material defects in
workmanship and material with all HVAC, mechanical and electrical systems in
good, serviceable operating condition as certified by Landlord's Architect
(defined in Exhibit "B" to this Lease). Landlord shall have the right, without
Tenant's approval, to require construction change orders with respect to the
Building so long as any such change orders do not constitute a material change
in the configuration, location, design and appearance of the Building or site
plan as reflected on the Preliminary Building Plans. In addition, Landlord shall
have the right to make any change orders required by permitting authorities in
order to issue permits or other approvals required to construct and complete the
Building. Any such change orders required by Landlord shall be made solely at
Landlord's expense.

         2. Completion. Landlord shall make diligent efforts to substantially
complete construction of the Building substantially in accordance with the
requirements of Section 1 above on a date (the "Completion Date") on or before
May 1, 1998. As used in this Exhibit "G", the "Completion Date" shall be the
earlier of (A) the date on which Tenant takes occupancy of the Premises, or (B)
the fifteenth (15th) day after the date of notice from Landlord to Tenant that
(i) the Building is substantially completed in accordance with Section 1 above
as evidenced by a certificate of substantial completion from Landlord's
Architect and (ii) the governmental authority having jurisdiction thereover has
issued a certificate of occupancy for the shell of the Building. The Completion
Date shall be postponed, without liability imposed thereby upon Landlord , by a
period of time equal to the number of days during which construction is delayed
by reason of strikes, lockouts, Acts of God, governmental restriction, enemy
action, civil disturbance, fire, other casualties, inability to secure material
or labor, or any other event of force majeure beyond the control of Landlord;
provided, however, that the Completion Date shall not be postponed more than one
hundred twenty (120) days from and after May 1, 1998, that is, not later than
May 1, 1998. If the construction of the Building is not completed by the
Completion Date due to the fault of Landlord, then Tenant's sole and exclusive
remedy for such delay shall be to receive from Landlord reimbursement of any
reasonable additional rent in excess of the rent payable under Tenant's existing
lease payable by Tenant on account of, and only for the period of, such delay.
If the Completion Date occurs subsequent to April 1, 1998, Landlord shall give
Tenant notice of the anticipated Completion Date at least thirty (30) days prior
thereto. Anything herein to the contrary notwithstanding, if, for any reason not
due to Tenant's fault or delay, Landlord fails to deliver possession of the
Premises to the Tenant by November 1, 1998, Tenant may, as Tenant's sole and
exclusive remedy, terminate this Lease by written notice given to Landlord at
any time on or before

                                       G-1

<PAGE>   47



the date on which Landlord delivers the Premises to Tenant, and all advance rent
paid, if any, shall forthwith be fully returned to Tenant.




                                       G-2

<PAGE>   48



                                   SCHEDULE 1

                                       TO

                                   EXHIBIT "G"



                           PRELIMINARY BUILDING PLANS




                                       G-3


<PAGE>   49


                                   EXHIBIT "H"

                                     SIGNAGE





                                       H-4