EXHIBIT 10.28




ATTENTION:                                                         AUTH #39
HECTOR SANTOS
                                                              FOR:  CONCOURSE V













                                 LEASE AGREEMENT

                                    CONCOURSE

                                ATLANTA, GEORGIA




















LANDLORD:                  485 PROPERTIES, LLC

TENANT:                    PIVOTAL CORPORATION

BUILDING:                  CORPORATE CENTER V

SUM                        2200

SQ.  FT.:                  26,709

TERM:                      FIVE (5) YEARS



<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<S>     <C>                                                                               <C>
                                                                                          Page

1.     PREMISES AND TERM...................................................................1

2.     RENT................................................................................2

3.     OPERATING COSTS.....................................................................2

4.     DELIVERY OF THE PREMISES............................................................5

5.     ACCEPTANCE OF THE PREMISES..........................................................5

6.     USE.................................................................................5

7.     TENANT'S CARE OF THE PREMISES.......................................................6

8.     SERVICES............................................................................7

9.     DESTRUCTION OR DAMAGE TO PREMISES...................................................8

10.    DEFAULT BY TENANT; LANDLORD'S REMEDIES..............................................9

11.    ASSIGNMENT AND SUBLETTING; ABANDONMENT.............................................11

12.    CONDEMNATION.......................................................................12

13.    INSPECTIONS........................................................................12

14.    SUBORDINATION......................................................................13

15.    INDEMNIFICATION AND HOLD HARMLESS..................................................13

16.    TENANT'S INSURANCE.................................................................14

17.    REMEDIES CUMULATIVE................................................................14

18.    ENTIRE AGREEMENT - NO WAIVER.......................................................14

19.    HOLDING OVER.......................................................................14

20.    HEADINGS...........................................................................14

21.    NOTICES............................................................................15

22.    HEIRS, SUCCESSORS, AND ASSIGNS - PARTIES...........................................15
</TABLE>



                                       i
<PAGE>




<TABLE>
<S>     <C>                                                                                <C>

23.    ATTORNEY'S FEES.....................................................................15

24.    TIME OF ESSENCE.....................................................................15

25.    NO ESTATE IN LAND...................................................................15

26.    SECURITY DEPOSIT....................................................................15

27.    COMPLETION OF THE PREMISES..........................................................16

28.    PARKING ARRANGEMENTS................................................................16

29.    RULES AND REGULATIONS...............................................................16

30.    RIGHT TO RELOCATE...................................................................16

31.    LATE PAYMENTS.......................................................................16

32.    ESTOPPEL CERTIFICATE................................................................16

33.    SEVERABILITY AND INTERPRETATION.....................................................17

34.    MULTIPLE TENANTS....................................................................17

35.    FORCE MAJEURE.......................................................................17

36.    QUIET ENJOYMENT.....................................................................17

37.    BROKERAGE COMMISSION; INDEMNITY.....................................................17

38.    EXCULPATION OF LANDLORD.............................................................17

39.    ORIGINAL INSTRUMENT.................................................................18

40.    GEORGIA LAW.........................................................................18

41.    NO RECORDATION OF LEASE.............................................................18

42.    HAZARDOUS WASTES....................................................................18

43.    LEASE BINDING UPON DELIVERY.........................................................18

44.    SPECIAL STIPULATIONS................................................................18
</TABLE>



                                      ii
<PAGE>



<TABLE>
<S>                                                                                        <C>
Signature Page.............................................................................19


Exhibit "A" - Space Plan of Premises

Exhibit "B" - Location of Premises Within Building

Exhibit "C" - Description of the Property

Exhibit "D" - Work Letter

Exhibit "E" - Acceptance of Premises Form

Exhibit "F" - Rules and Regulations

Exhibit "G" - Special Stipulations
</TABLE>



                                       iii
<PAGE>



                                   DEFINITIONS
<TABLE>
<S>                                                                             <C>
Defined Term                                                                  Paragraph

ADA...........................................................................Exhibit "D"
Additional Electrical Equipment...............................................8(b)(iv)
Adjusted Monthly Rental.......................................................2(c)
Allowance.....................................................................Exhibit "D"
Building......................................................................1(a)
Change Order Effect Notice....................................................Exhibit "D"
Contractor....................................................................Exhibit "D"
Commencement Date.............................................................1(b)
Concourse.....................................................................30
Consumer Price Index..........................................................2(b)(i)
Expiration Date...............................................................1(b)
Increase Multiplier...........................................................2(b)(ii)
Initial Monthly Rental........................................................2(a)
Initial Operating Costs.......................................................3(a)
Landlord......................................................................Caption
Lease.........................................................................Caption
Lease Year....................................................................1(c)
Monthly Rental................................................................2(a)
Mortgagee.....................................................................14(a)
Operating Costs...............................................................3(b)
Premises......................................................................1(a)
Property......................................................................1(d) and Exhibit "C"
Rent..........................................................................2(f)
Rules.........................................................................6 and Exhibit "F"
Shared Service................................................................8(e)
TC Atlanta, Inc...............................................................37
Tenant........................................................................Caption
Tenant Delay..................................................................Exhibit "D"
Tenant Improvement Construction Documents.....................................Exhibit "D"
Tenant Improvement Costs......................................................Exhibit "D"
Tenant's Share................................................................3(c)
Term..........................................................................1(b)
</TABLE>












                                       iv
<PAGE>






                                 LEASE AGREEMENT
                                    CONCOURSE

     THIS LEASE AGREEMENT (the "Lease"), made this 9th day of December, 2000, by
and between 485  PROPERTIES,  LLC  ("Landlord"),  a Delaware  limited  liability
company, which has as its address for all purposes hereunder as follows:

                  485 Properties, LLC
                  c/o TC Atlanta, Inc.
                  Five Concourse Parkway
                  Suite 1600
                  Atlanta, Georgia 30328-6111

and PIVOTAL  CORPORATION  ("Tenant") a corporation  of the State of  Washington,
which has as its address:

                  Pivotal Corporation
                  Plaza at Yarrow Bay
                  10210 NE Points Drive
                  Building 3, Suite 400
                  Kirkland, Washington 98033

                                   WITNESSETH:

     1.   PREMISES AND TERM

     (a) Landlord hereby rents and leases to Tenant, and Tenant hereby rents and
leases from Landlord, the following described space (the "Premises"):

                  Floor:  22nd
                  Suite:  2200
                  Rentable Square Feet:  26,709
                  Usable Square Feet:  24,038*

*The "Usable  Square Feet" of the Premises shall be the "usable area" thereof as
defined and calculated  pursuant to the Standard Method for Measuring Floor Area
in Office Buildings (ANSI/BOMA Z65.1-1996)

located at the herein called "Building":

                  Building:  Corporate Center V
                  Address:  Five Concourse Parkway
                  Fulton County, Georgia
                  Total Building Rentable Area:  687,107

     (b) The  Premises  are more  particularly  shown and  outlined on the space
plans attached hereto as Exhibit "A", and made a part hereof, and are located in
that portion of the Building shown on Exhibit "B",  attached  hereto and by this
reference  incorporated  herein.  The  term of this  Lease  (the  "Term")  shall
commence,  subject to the  provisions  of Paragraph 4 herein,  on the 1st day of
May,  2001 (the  "Commencement  Date"),  and end at  midnight on the 30th day of
April,  2006  (the  "Expiration  Date"),  unless  sooner  terminated  as  herein
provided.  This Lease shall be effective and enforceable  upon its execution and
delivery,  whether such execution and delivery occurs on, prior to, or after the
Commencement Date.

     (c) "Lease  Year" as used herein  shall mean (i) each and every twelve (12)
month  period  during  the  Term of this  Lease,  or (ii) in the  event of Lease
expiration or termination,  the period between the last twelve (12) month period
and said  expiration  or  termination.  The first such twelve (12) month  period
shall commence on the Commencement Date.

     (d) The  Building and the land upon which said  Building is located  (which
includes certain parking  facilities  serving the Building),  more  particularly
described on Exhibit "C",  attached  hereto and by this  reference  incorporated
herein, is herein referred to as the "Property".


<PAGE>

     (e) The Premises shall include the appurtenant right to use, in common with
others,  public lobbies,  entrances,  stairs,  corridors,  elevators,  and other
public  portions of the  Building.  All the  windows  and  outside  walls of the
Premises, and any space in the Premises used for shafts, pipes, conduits, ducts,
telephone  ducts and  equipment,  electric  or other  utilities,  sinks or other
Building facilities, and the use thereof and access thereto through the Premises
for the purposes of operation, maintenance,  inspection, display and repairs are
hereby  reserved to Landlord.  No easement for light,  air or view is granted or
implied  hereunder,  and the reduction or elimination of Tenant's light,  air or
view will not affect this Lease.

2.       RENT

     (a) Tenant  shall pay to Landlord  at P.O.  Box  102353,  Atlanta,  Georgia
30368-0353 or at such other place Landlord designates, without demand, deduction
or setoff,  an annual rent due and payable in equal  monthly  installments  (the
"Monthly  Rental")  in advance  on the first  (1st) day of each  calendar  month
during the Term as follows:

<TABLE>
<S>             <C>                 <C>                         <C>                   <C>
                              Base Rental (per rentable
                 Period         square foot per annum)    Annual Base Rental       Monthly Base Rental
                 ------         ----------------------    ------------------       -------------------
May 1, 2001-April 30, 2002              $26.00              $694,434.00              $57,869.50
May 1, 2002-April 30, 2003              $26.65              $711,794.88              $59,316.24
May 1, 2003-April 30, 2004              $27.32              $729,689.88              $60,807.49
May 1, 2004-April 30, 2005              $28.00              $747,852.00              $62,321.00
May 1, 2005-April 30, 2006              $28.70              $766,548.36              $63,879.03
</TABLE>

Tenant  shall pay the first month of  Monthly  Rental  upon the  execution  and
delivery  of this Lease  (with said  amount to be applied  against  the  Monthly
Rental first due under the Lease).

     (b)  (Intentionally deleted.]

     (c)  [Intentionally deleted.]

     (d)  [Intentionally deleted.]

     (e) If the Term  commences  at any time other than the first day of a month
or terminates at any time other than the last day of a month, the amount of Rent
due from Tenant shall be  proportionately  adjusted based on that portion of the
month that this Lease is in effect.

     (f) The term "Rent," as used herein,  shall mean Monthly Rental,  "Tenant's
Share" of  "Operating  Costs" (as those terms are defined  herein) and any other
amounts due of Tenant hereunder.

     (g) At all  times  that  Landlord  shall  direct  Tenant  to pay  Rent to a
"lockbox"  or other  depository  whereby  checks  issued in  payment of Rent are
initially  cashed or deposited by a person or entity other than Landlord (albeit
on Landlord's  authority),  then, for any and all purposes under this Lease; (i)
Landlord  shall not be deemed to have  accepted such payment until ten (10) days
after the date on which  Landlord shall have actually  received such funds,  and
(ii)  Landlord  shall be deemed to have  accepted  such payment if (and only if)
within said ten (10) day period,  Landlord shall not have refunded (or attempted
to  refund)  such  payment  to  Tenant.  Nothing  contained  in the  immediately
preceding  sentence  shall be  construed  to place Tenant in default of Tenant's
obligation  to pay Rent if and for so long as Tenant  shall  timely pay the Rent
required pursuant to this Lease in the manner designated by Landlord.

3.       OPERATING COSTS

     (a) Tenant  hereby  covenants  and agrees and shall be  obligated to pay to
Landlord,  in addition to and not in lieu of the other amounts specified herein,
the "Operating Costs," as hereinafter defined, of repairing, maintaining, owning
and  operating the Building and  Property,  in excess of the "Initial  Operating
Costs" (as that term is herein defined).  These payments shall be in addition to
and not in lieu of any other  payments due from Tenant  hereunder.  The "Initial
Operating  Costs" shall be, for the purposes of this Lease, the actual Operating
Costs for calendar year 2001, adjusted pursuant to the terms of this Lease.

     (b) The term "Operating  Costs",  as adjusted pursuant to the terms of this
Lease, shall mean any and all operating  expenses of the Property,  Building and
related areas (such as, by way of illustration  but not limitation,  the parking
areas), computed on an accrual basis and including all

                                       2
<PAGE>

expenses, costs, and disbursements of every kind and nature, which Landlord (i)
shall pay; and/or (ii) become obligated to pay,  including,  but not limited to,
the following:

          (i)  Costs,   wages  and  salaries  of  all  persons  engaged  in  the
               management,  operation,  repair,  security or  maintenance of the
               Property  and  Building,  including,  but not limited to,  fringe
               benefits,  taxes,  insurance  and  any  other  benefits  relating
               thereto;

          (ii) All supplies and materials used in the operation and  maintenance
               of the Property and Building;

          (iii)Cost of water, sewage,  electricity and other utilities furnished
               in connection with the operation of the Building;

          (iv) Cost of all service  agreements and  maintenance for the Property
               and  Building  and  the  equipment  therein,  including,  but not
               limited to, trash removal,  security  services,  alarm  services,
               window cleaning,  janitorial service, HVAC maintenance,  elevator
               maintenance, and grounds maintenance;

          (v)  Cost of all  insurance  relating  to the  Property  and  Building
               including, but not limited to, the cost of casualty and liability
               insurance  applicable to the Property and Building and Landlord's
               personal property used in connection therewith;

          (vi) All  taxes  (ad  valorem   and   otherwise),   assessments,   and
               governmental   charges  whether  federal,   state,   county,   or
               municipal,   and  whether  by  taxing  districts  or  authorities
               presently   taxing  the  Property  and  Building  or  by  others,
               subsequently  created or  otherwise,  and any other taxes  (other
               than   federal  and  state   income   taxes),   and   assessments
               attributable  to the Property and Building or its  operation  and
               any reasonable  consultants  fees incurred with respect to issues
               or concerns involving the taxes or the Building, the Property, or
               both;

          (vii)Cost of repairs  and  general  maintenance  of the  interior  and
               exterior of the Property and Building (including, but not limited
               to, light bulbs and glass breakage; the redecorating, repainting,
               recarpeting  and other  such work of any common  areas;  heating,
               ventilation  and  air   conditioning   equipment;   plumbing  and
               electrical   equipment;   and  elevators),   parking  areas,  and
               landscaping;

         (viii)A  management  fee and other  expenses  incurred for the general
               operation and  management  of the Property and Building  provided
               that such costs do not exceed  management costs generally charged
               for similar facilities in the area;

          (ix) An amortization cost due to any capital expenditures incurred (i)
               which have the effect of reducing or limiting  Operating Costs of
               the Property and Building, if such reduction or limitation inures
               to  Tenant's  benefit  (but only to the  extent and in the amount
               that  such  Operating  Costs of the  Property  and  Building  are
               reduced); (ii) which may be required by governmental authority or
               by Landlord's  insurance carrier;  or (iii) which are designed to
               protect or enhance the  health,  safety or welfare of the tenants
               in the Building or their invitees;

          (x)  All  assessments  made,  charged,  levied,  assessed  or  accrued
               against Landlord by The Concourse Office Park Association, Inc.;

          (xi) Legal and accounting fees and expenses; and

          (xii)Anything  which could be  classified  as an Operating  Cost under
               generally accepted accounting  principles,  consistently applied,
               but not specified or expressly set forth hereunder.

Excluded from "Operating Costs" are:

          (i)  Capital items (except those expenditures referred to above);

          (ii) Amounts paid for legal,  brokerage or other professional services
               in  connection  with the leasing of space or in  connection  with
               disputes with tenants or other occupants of the Building;

                                      3
<PAGE>

          (iii)Specific  costs  billed to and paid by specific  tenants or other
               third parties;

          (iv) Depreciation;

          (v)  Principal,   interest,   and  other  costs  directly  related  to
               financing the Building;

          (vi) The  cost  of any  repairs  or  general  maintenance  paid by the
               proceeds  of  insurance  policies  carried  by  Landlord  on  the
               Property and Building;

          (vii)Accounting  fees incurred in connection  with the  preparation of
               tax returns;

          (viii) The cost of correcting  any defect in the  construction  of the
               structural elements of the Building;

          (ix) Costs of repairs and other work occasioned by fire,  windstorm or
               other casualty of an insurable  nature to the extent of insurance
               or condemnation proceeds;

          (x)  Advertising  costs  associated  with the  marketing  of  rentable
               space;

          (xi) The  cost  of any  repairs  or  general  maintenance  paid by the
               proceeds  of  insurance  policies  carried  by  Landlord  on  the
               Property and Building;

          (xii)Expenses  incurred for any necessary repair or replacement of any
               item to the extent that it is covered under warranty;

          (xiii) Any fines or penalties  incurred due to  violations by Landlord
               of any governmental  rule or authority,  other than any such fine
               or penalty  (not  otherwise  paid by Tenant)  incurred due to any
               violation caused by any act or omission of Tenant,  its employees
               or agents;

          (xiv)Expenses  incurred  in curing a default  by  Landlord  under this
               Lease or any  other  lease of  space in the  Building  or under a
               contract  for  services  at the  Building to the extent that such
               expenses  are  greater  than the  expenses  Landlord  would  have
               incurred had Landlord performed such obligation timely; and

          (xv) Bad debt loss or reserves for bad debt loss.

     (c)The term "Tenant's Share" shall mean the proportion that the square feet
in the  Premises  bears  to  ninety-five  percent  (95%) of the  Total  Building
Rentable  Area, or the average  percentage of the Total  Building  Rentable Area
actually  leased in the  Building  for any  calendar  year,  if such  average is
greater than ninety-five  percent (95%) of the Total Building Rentable Area. The
average  shall be  determined  by adding  together the total leased space on the
last day of each month  during the  calendar  year in question  and  dividing by
twelve (12).  Tenant's  Share is used in this Lease to determine  the portion of
Operating  Costs  payable  by  Tenant,  on a per  square  foot per annum  basis.
Notwithstanding  anything to the contrary  contained  herein, if the Building is
not fully occupied during any calendar year,  appropriate  adjustments  shall be
made to determine Operating Costs as though the Building had been fully occupied
in such calendar year for the entire calendar year.

     (d) On January 15 of each  calendar  year after the calendar  year in which
this Lease is executed (or as soon  thereafter  as  practical),  Landlord  shall
provide  Tenant with the  projected  Operating  Costs for such current  calendar
year,  and Tenant shall  thereafter  pay Tenant's  Share of projected  Operating
Costs for operating the Property and Building in excess of the Initial Operating
Costs.  Such projected  Operating Costs in excess of the Initial Operating Costs
shall be payable in advance on a monthly basis by paying one-twelfth (1/12th) of
such amount during each month of such respective  calendar year. If Landlord has
not furnished Tenant such comparison by January 15, Tenant shall continue to pay
on the basis of the prior year's  estimate until the month after such comparison
is given.  Landlord  shall,  within one  hundred  twenty  (120) days (or as soon
thereafter as practical) after each calendar year during the Term provide Tenant
an  unaudited  statement  of such  year's  actual  Operating  Costs.  If  actual
Operating  Costs are greater than projected  Operating  Costs,  Tenant shall pay
Landlord, within thirty (30) days of such statement's receipt, Tenant's Share of
the difference  thereof.  If such year's  projected  Operating Costs are greater
than the actual  Operating  Costs,  Landlord shall credit Tenant,  within thirty
(30) days of such statement  issuance,  Tenant's Share of the difference between
projected Operating Costs and actual Operating Costs.

                                       4
<PAGE>

     (e) If this  Lease  commences  at any time  other  than the  first day of a
calendar  year or  terminates  at any time other than the last day of a calendar
year the amount of  Operating  Costs due from  Tenant  shall be  proportionately
adjusted based on that portion of the year that this Lease was in effect.

     (f) Tenant's  payments of Operating  Costs shall not be deemed  payments of
base  rental  under  any  governmental  wage and  price  controls  or  analogous
governmental  actions  affecting  the amount of Rent which  Landlord  may charge
Tenant for the Premises.

4. DELIVERY OF THE PREMISES

     Landlord  shall  deliver  possession  of the  Premises to Tenant,  with the
improvements to be constructed  pursuant to Exhibit "D",  attached hereto and by
this reference  incorporated herein,  substantially complete on the Commencement
Date. If Landlord for any reason  whatsoever  cannot  deliver  possession of the
Premises,  with the  improvements  to be  constructed  pursuant  to Exhibit  "D"
substantially  complete to Tenant at the Commencement Date, this Lease shall not
be void or  voidable,  nor shall  Landlord  be liable to Tenant  for any loss or
damage  resulting  therefrom.  If the delay is not due to any of the reasons set
forth in Article 3 of Exhibit "D", Monthly Rental shall be waived for the period
between the Commencement Date and the date which Landlord delivers possession of
the Premises to Tenant.  If the delay is due to any of said reasons in Article 3
of Exhibit "D", Monthly Rental shall commence as of the Commencement Date.

5. ACCEPTANCE OF THE PREMISES

     The taking of  possession  of the  Premises by Tenant  shall be  conclusive
evidence  that Tenant  accepts the same "as is" and that said  Premises  and the
Building  were in good and  satisfactory  condition  for the use intended at the
time such  possession  was taken,  subject to "punch-list -" items which must be
remedied  after Tenant's acceptance of the Premises and latent  defects.  Tenant
shall retain the right to object to latent defects not subject to detection upon
reasonable inspection of the Premises prior to occupancy thereof,  provided that
objection to latent  defects not disclosed in writing to Landlord  within ninety
(90) days  subsequent  to Tenant's  occupancy  of the  Premises  shall be deemed
waived.  Tenant shall execute and deliver an "Acceptance of Premises"  agreement
upon the taking of possession  of the Premises,  in the form attached as Exhibit
"E", by this reference incorporated herein.

6. USE

     Tenant  shall use the  Premises  only for  professional,  executive  office
purposes, generally in accordance with the manner of use by other tenants in the
Building.  The occupancy rate of the Premises shall in no event be more than one
(1) person per 150 rentable  square feet within said  Premises.  Tenant's use of
the  Premises  shall  not  violate  any  ordinance,  law  or  regulation  of any
governmental  body or the "Rules and  Regulations"  of Landlord (the "Rules") as
set forth in Exhibit "F"  attached  hereto and made a part  hereof,  or cause an
unreasonable  amount of use of any of the  services  provided  in the  Building.
Tenant shall  conduct its business in the manner and  according to the generally
accepted  business  principles  of the business or profession in which Tenant is
engaged.
                                       5
<PAGE>


7. TENANT'S CARE OF THE PREMISES

     (a) Tenant will  maintain the  Premises and the fixtures and  appurtenances
therein in a first-class condition, and will not commit or permit waste therein.
Any repair work,  maintenance and any  alterations  permitted by Landlord in the
Premises (i) shall be done at Tenant's sole cost and expense; (ii) shall be done
by  Landlord's  employees  or agents or,  with  Landlord's  consent,  by persons
requested  by Tenant;  and (iii)  shall  first be  consented  to by  Landlord in
writing,  which consent  shall not be  unreasonably  withheld  (except that such
consent may be granted or withheld in  Landlord's  sole  discretion if such work
(A)  involves  structure,   walls,   floors,   Building  systems  or  electrical
installations  or (B)  interferes  in any way or for any reason  with work being
performed or to be performed  by Landlord or at its  direction  elsewhere in the
Building  or  otherwise  requires  or  causes  Landlord  to  incur  any  cost in
connection therewith or as a result thereof). Tenant shall, at Tenant's expense,
but under the  direction of Landlord and  performed by  Landlord's  employees or
agents, or with Landlord's consent, by persons requested by Tenant and consented
to by Landlord, promptly repair any injury or damage to the Premises or Building
caused by the misuse or neglect  thereof by  Tenant,  by  Tenant's  contractors,
sub-contractors, customers, employees, licensees, agents, or invitees.

     (b) Tenant will not make alterations, additions or improvements (including,
but not limited to,  structural  alterations,  additions or  improvements) in or
about the  Premises  and will not do anything to or on the  Premises  which will
increase  the  rate  of  insurance  on  the  Building  or the  Property  without
Landlord's  prior  written  consent,  which  consent  shall not be  unreasonably
withheld (except that such consent may be granted or withheld in Landlord's sole
discretion if such work (A) involves structure,  walls, floors, Building systems
or electrical  installations or (B) interferes in any way or for any reason with
work  being  performed  or to be  performed  by  Landlord  or at  its  direction
elsewhere in the Building or otherwise  requires or causes Landlord to incur any
cost in connection therewith or as a result thereof). All alterations, additions
or  improvements  of a  permanent  nature  made or  installed  by  Tenant to the
Premises  shall  become the  property  of Landlord  at the  expiration  or early
termination  of this Lease.  If at the time of Landlord's  approval of the plans
for any such  alterations,  additions or  improvements  to the Premises,  Tenant
requests in writing that Landlord  designate which, if any, of such alterations,
additions or  improvements  Landlord  will require  Tenant to remove at Tenant's
expense prior to the  expiration or earlier  termination  of this Lease,  Tenant
shall  not  be  obligated  to  remove  any of  such  alterations,  additions  or
improvements from the Premises, except to the extent such removal is required in
writing at the time of  Landlord's  approval  of such plans in  response to such
request from Tenant. Landlord reserves the right to require Tenant to repair and
restore the Premises to their  condition prior to such  alteration,  addition or
improvement,  reasonable  wear and tear,  unrepaired  casualty and  condemnation
excepted.

     (c) No later than the last day of the Term,  Tenant  will  remove  Tenant's
personal  property and repair injury done by or in connection with  installation
or removal of said property and surrender the Premises  (together with all keys,
access cards or entrance  passes to the Premises and/or the Building) in as good
a condition at the beginning of the Term,  reasonable wear and tear,  unrepaired
casualty and  condemnation  excepted.  All  property of Tenant  remaining in the
Premises  after  expiration  or early  termination  of the Term  shall be deemed
conclusively  abandoned  and  may be  removed  by  Landlord,  and  Tenant  shall
reimburse  Landlord  for the cost of  removing  the same,  subject  however,  to
Landlord's  right to require Tenant to remove any improvements or additions made
to the Premises by Tenant pursuant to the preceding Paragraph.

     (d)  In  doing  any  work  on the  installation  of  Tenant's  furnishings,
fixtures,  or equipment in the  Premises,  Tenant will use only  contractors  or
workers  consented  to by  Landlord  in  writing  prior to the time such work is
commenced,  which  consent  shall not be  unreasonably  withheld.  Landlord  may
condition  its consent  upon its  receipt  from such  contractors  or workers of
acceptable (i) lien waivers and (ii) evidence of liability and personal property
insurance  coverage  in amounts  and with  insurance  carriers  satisfactory  to
Landlord. Tenant shall promptly remove any lien or claim of lien for material or
labor claimed against the Premises or Building,  or both, by such contractors or
workers if such claim should arise,  and hereby  indemnifies  and holds Landlord
harmless from and against any and all loss, cost, damage, expense or liabilities
including,  but not limited to,  attorney's  fees,  incurred by  Landlord,  as a
result of or in any way related to such claims or liens.

     (e) All  personal  property  brought  into  the  Premises  by  Tenant,  its
employees,  licensees  and  invitees  shall be at the sole risk of  Tenant,  and
Landlord shall not be liable for theft thereof or of money deposited  therein or
for any damages thereto,  such theft or damage being the sole  responsibility of
Tenant.

                                       6
<PAGE>


 8. SERVICES

     (a) Provided  Tenant is in compliance with the terms and conditions of this
Lease,  Landlord shall cause to be furnished the following services (the cost of
which  services  shall be reimbursed to Landlord in accordance with  Paragraph 3
herein):

          (i)  Elevator service for passenger and delivery needs;

          (ii) Air conditioning  during summer operations and heat during winter
               operations  at  temperature  levels  similar to other first class
               office  buildings in the Atlanta area,  but  consistent  with and
               subject to all Federal and local energy conservation regulations;

          (iii)Public  restrooms,   including  the  furnishing  of  soap,  paper
               towels, and toilet tissue;

          (iv) Either hot and cold or tempered  running  water for all restrooms
               and lavatories;

          (v)  Janitorial  service,  including  sanitizing,  dusting,  cleaning,
               mopping, vacuming, and trash removal, each Monday through Friday,
               and floor waxing and polishing,  window  washing,  smudge removal
               and venetian blind cleaning as appropriate;

          (vi) The  replacement  of  building  standard  fluorescent  lamps  and
               ballasts as needed;

          (vii)Repairs and  maintenance,  for  maintaining  in good order at all
               times the exterior walls,  exterior  windows,  exterior doors and
               roof  of  the  Building,  public  corridors,  stairs,  elevators,
               storage  rooms,  restrooms,  the  heating,  ventilating  and  air
               conditioning  systems,  electrical  and  plumbing  systems of the
               Building,  and the walks, paving and landscaping  surrounding the
               Building;

        (viii) General grounds care;

          (ix) General  management,   including  supervision,   inspections  and
               management functions; and

          (x) Electricity for the Premises, Building and Property.

     (b) The services  provided in Paragraph  8(a) are  predicated on and are in
anticipation of the use of the Premises as follows:

          (i)  Services  shall  be  provided  for  the  Building  during  normal
               business hours as described in the Rules;

          (ii) HVAC design is based on sustained outside  temperatures  being no
               higher  than 95 degrees  Fahrenheit  and no lower than 14 degrees
               Fahrenheit  with  sustained  occupancy of the Premises by no more
               than  one  person  per 150  square  feet of  floor  area and heat
               generated by  electrical  lighting and fixtures not to exceed 3.0
               watts per square foot;

          (iii)Electric  power usage and  consumption  for the Premises shall be
               based on lighting of the Premises during normal business hours on
               a level suitable for normal office use and power for all desk-top
               machines and devices using no more than 110 volt, 20 amp circuits
               (allowable load of 15 amps).  Heavier use items shall not be used
               or installed,  unless expressly  permitted elsewhere herein or by
               consent of Landlord;

          (iv) Should  Tenant's  total rated  electrical  design load per square
               foot  in  the  Premises   exceed  the  Building   standard  rated
               electrical design load, on a per square foot basis, as reasonably
               determined by Landlord from time to time,  for either low or high
               voltage electrical consumption,  or if Tenant's electrical design
               requires  low  voltage  or high  voltage  circuits  in  excess of
               Tenant's share of the Building standard  circuits,  as such share
               is  determined  by Landlord in  Landlord's  reasonable  judgment,
               Landlord  may (at  Tenant's  expense),  if  reasonably  possible,
               install within the Building one (1) additional high voltage panel
               and/or one (1)  additional  low  voltage  panel  with  associated
               transformer (the "Additional  Electrical Equipment") as necessary
               to accommodate the aforesaid requirements.

                                       7
<PAGE>


               If the  Additional  Electrical  Equipment  is  installed  because
               Tenant's low or high voltage rated electrical design load exceeds
               the applicable Building standard rated electrical design load (on
               a per  square  foot  basis),  then a meter  may  also be added by
               Landlord  (at  Tenant's   expense)  to  measure  the  electricity
               provided through the Additional Electrical Equipment; and

          (v)  Should  Tenant  exceed a sustained  occupancy  of the Premises of
               more  than one (1)  person  per 200  square  feet of floor  area,
               Landlord shall have the right, after notice to Tenant, to install
               supplementary  air-conditioning  facilities  in the  Premises  or
               otherwise  modify the  ventilating  and  air-conditioning  system
               serving the Premises, and the cost of installation, construction,
               maintenance and repair of such facilities and modifications shall
               be borne by Tenant; provided, however, that if within thirty (30)
               days after Tenant's  receipt of Landlord's  notice,  Landlord and
               Tenant agree in writing (at their respective discretion,  without
               obligation)  to an expansion or  relocation  of the Premises that
               would  result in a  population  density of one (1) person per 200
               rentable  square feet of floor area of the Premises,  as expanded
               or relocated,  then, for purposes of this  subparagraph (v) only,
               Landlord   shall  not  install   supplementary   air-conditioning
               facilities   or   otherwise    modify   the    ventilation    and
               air-conditioning system serving the Premises.

     (c) If Tenant  uses any  services in an amount or for a period in excess of
that  provided for herein,  Landlord  also  reserves the right to charge  Tenant
reimbursement  for the cost of such added services.  Landlord reserves the right
to install separate  metering devices to determine such excessive periods and/or
amounts,  at Tenant's sole cost and expense. If there is disagreement as to such
additional  charge,  the opinion of the appropriate  local utility company or an
independent professional engineering firm shall prevail.

     (d) Landlord  shall not be liable for any damages  directly or  indirectly,
and Tenant shall have no right of set-off or reduction  in Rent, resulting  from
the installation,  use, malfunction,  or interruption of use of any equipment in
connection with the furnishing of services  referred to herein,  including,  but
not limited to, any  interruption  in services by any cause beyond the immediate
control of the Landlord;  provided however,  Landlord shall exercise due care in
furnishing  adequate and  uninterrupted  services.  Without  1imitation  on the
foregoing,  under no  circumstances  shall Landlord incur  liability for damages
caused  directly or indirectly by any malfunction of Tenant's  computer  systems
resulting from or arising out of the failure or  malfunction of any  electrical,
air  conditioning  or other  system  serving  the  Building,  and Tenant  hereby
expressly waives the right to make any such claim against Landlord.

     (e) There may be available in the Building a shared communications  systems
service (the "Shared Service") upon terms, conditions and fees to be agreed upon
by Tenant and the party providing such Shared Service.  Neither Landlord nor any
manager of the Building  shall be liable to Tenant for damages if the furnishing
of any such Shared Service is disrupted, terminated or diminished in any manner,
nor shall any  disruption,  diminution,  or  cessation  relieve  Tenant from the
performance of any of Tenant's  covenants,  conditions and agreements under this
Lease, nor shall any disruption, diminution or cessation constitute constructive
eviction or entitle  Tenant to an abatement of Rent.  Tenant holds  Landlord and
any such  manager  harmless  from any claims  Tenant may have  arising out of or
connected with such cessation or  interruption.  If Tenant elects not to use the
Shared  Service,  and Tenant has telephone or other such equipment  installed at
Tenant's own direction,  such system shall not (i) cause the Building to violate
any municipal  safety codes or ordinances,  including,  but not limited to, fire
safety  codes;  (ii) cause damage to the  Building;  (iii)  require an amount of
electrical or other  services  unreasonably  in excess of the  requirements  for
customary  business-telephone  systems;  or (iv)  impact  upon the  normal  use,
function and operation of the Shared Service.  If Tenant elects not to use or be
a part of the Shared Service, Tenant shall not use any wiring or other equipment
which is a part of the Shared Service without the prior,  written consent of the
provider of such  Shared  Service.  If Tenant uses any such wiring or  equipment
without such consent,  Tenant shall be liable for, and shall pay to the provider
of such services on demand, (i) the cost of such use; (ii) the cost of repairing
or replacing  any wiring or equipment  damaged or altered by such use; and (iii)
any other damages caused by such use.

9. DESTRUCTION OR DAMAGE TO PREMISES

     (a)  If  the  Premises  or  the  Building  are  totally  destroyed  (or  so
substantially  damaged  as  to be  untenantable  in  the  determination  of  the
Architect  of the  Building)  by  storm,  fire,  earthquake  or other  casualty,
Landlord shall have the option to:

                                       8
<PAGE>



          (i)  Terminate this  Lease as of the  date  of the  occurrence  of the
               storm,  earthquake,  fire or other  casualty by giving  notice to
               Tenant  within  sixty  (60) days from the date of such  damage or
               destruction; or

          (ii) Commence  the  process  of  restoration  of  the  Premises  to  a
               tenantable  condition  within  sixty  (60)  days from the date of
               receipt by Landlord of all of the  insurance  proceeds  paid with
               respect to such  casualty,  and  proceed  with due  diligence  to
               complete said restoration of the Premises. If Landlord chooses to
               restore  the  Premises,  Rent  shall  abate  with  respect to the
               untenantable  portion  of the  Premises  from  the  date  of such
               casualty until the date of substantial restoration thereof.

If Landlord fails to complete such  restoration  within one hundred eighty (180)
days of the date of the casualty, this Lease may be terminated as of the date of
the casualty upon notice from either party to the other, given not more than ten
(10) days  following the expiration of said one hundred eighty (180) day period.
If such  notice is not given,  this Lease  shall  remain in force and effect and
Rent shall  commence  upon  delivery of the  Premises to Tenant in a  tenantable
condition  (evidenced  by notice to Tenant that the Premises  are  substantially
completed).

     (b) If the Premises are damaged but not rendered wholly untenantable by any
event set forth in Paragraph 9(a) above,  Rent shall abate in the proportion the
Premises  have been made  untenantable.  Landlord  shall  restore  the  Premises
expeditiously, and upon the date of restoration, full Rent shall commence.

     (c) Rent  shall not abate if the  damage or  destruction  of the  Premises,
whether  total or  partial,  is the  result of the  negligence  of  Tenant,  its
contractors, subcontractors, agents, employees, guests or invitees.

10.  DEFAULT BY TENANT; LANDLORD'S REMEDIES

     (a) The  occurrence  of any of the following  shall  constitute an Event of
Default hereunder by Tenant:

          (i)  The Rent or any other sum of money due of Tenant hereunder is not
               paid within five (5) days of the date when due;

          (ii) [Intentionally deleted];

          (iii)Any  petition is filed by or against  Tenant under any section or
               chapter of the  National or Federal  Bankruptcy  Act or any other
               applicable  Federal  or  State  bankruptcy,  insolvency  or other
               similar law, and, in the case of a petition filed against Tenant,
               such petition is not dismissed  within thirty (30) days after the
               date of such filing; if Tenant shall become insolvent or transfer
               property to defraud creditors; if Tenant shall make an assignment
               for the benefit of creditors; or if receiver is appointed for any
               of Tenant's assets;

          (iv) Tenant  fails  to bond off or  otherwise  remove  any lien  filed
               against  the  Premises  or the  Building  by reason  of  Tenant's
               actions,  within  ten (10) days  after  Tenant  has notice of the
               filing of such lien; and

          (v)  Tenant  fails  to  observe,   perform  and  keep  the  covenants,
               agreements, provisions, stipulations, conditions and Rules herein
               contained to be  observed,  performed  and kept by Tenant  (other
               than the  failure  to pay when due any Rent or any  other  sum of
               money   becoming   due  Landlord   hereunder,   which  under  all
               circumstances  is governed by and subject to  Paragraph  10(a)(i)
               herein), and persists in such failure after ten (10) days written
               notice by Landlord requiring that Tenant remedy,  correct, desist
               or comply (or if any such failure to comply on the part of Tenant
               would  reasonably  require  more than ten (10)  days to  rectify,
               unless  Tenant  commences  rectification  within the ten (10) day
               notice   period  and   thereafter   promptly,   effectively   and
               continuously  proceeds with the  rectification  of the failure to
               comply on the part of Tenant and, in all such events,  cures such
               failure to comply on the part of Tenant no later than thirty (30)
               days after such notice).

     (b) Upon the  occurrence  of an Event of Default,  Landlord  shall have the
option to do and perform any one or more of the following:


                                      9
<PAGE>


          (i)  Terminate this  Lease,  in which event Tenant  shall  immediately
               surrender  the Premises to  Landlord.  If Tenant shall fail to do
               so, Landlord may, without further notice and without prejudice to
               any other  remedy  Landlord  may have,  enter  upon the  Premises
               without  the  requirement  of  resorting  to  the   dispossessory
               procedures set forth in O.C.G.A. ss.ss. 44-7-50 et seq. and expel
               or remove  Tenant and Tenant's  effects  without being liable for
               any  claim  for  trespass  or  damages  therefor.  Upon  any such
               termination , Tenant shall remain liable to Landlord for damages,
               due and payable  monthly on the day Rent would have been  payable
               hereunder,  in an amount equal to the rent and any other  amounts
               which  would  have been  owing by Tenant  for the  balance of the
               Term, had this Lease not been terminated,  less the net proceeds,
               if any,  of any  reletting  of the  Premises by  Landlord,  after
               deducting  all  of  Landlord's  costs  and  expenses  (including,
               without limitation,  advertising  expenses and professional fees)
               incurred  in  connection  with  or in  any  way  related  to  the
               termination of this Lease, eviction of Tenant and such reletting;
               and/or

          (ii) Declare the entire amount of Rent  calculated on the current rate
               being  paid  by  Tenant,  and  other  sums  which  in  Landlord's
               reasonable  determination would become due and payable during the
               remainder of the Term  (including,  but not limited to, increases
               in Rent pursuant to Paragraph  2(b) and 3(d) herein),  discounted
               to present value by using a reasonable  discount rate selected by
               Landlord,   to  be  due  and  payable   immediately.   Upon  such
               acceleration  of such  amounts,  Tenant agrees to pay the same at
               once,  together with all Rent and other amounts  theretofore due,
               at Landlord's address as provided herein;  provided however, that
               such payment  shall not  constitute a penalty or  forfeiture  but
               shall  constitute  liquidated  damages  for  Tenant's  failure to
               comply with the terms and provisions of this Lease  (Landlord and
               Tenant agreeing that Landlord's  actual damages in such event are
               impossible  to ascertain and that the amount set forth above is a
               reasonable  estimate thereof).  Upon making such payment,  Tenant
               shall receive from  Landlord all rents  received by Landlord from
               other tenants renting the Premises during the Term, provided that
               the monies to which Tenant shall so become  entitled  shall in no
               event  exceed  the  entire  amount  actually  paid by  Tenant  to
               Landlord  pursuant  to  the  preceding  sentence,   less  all  of
               Landlord's  costs and expenses  (including,  without  limitation,
               advertising   expenses  and   professional   fees)   incurred  in
               connection  with or in any way  related to the  reletting  of the
               Premises.  The  acceptance of such payment by Landlord  shall not
               constitute  a waiver of rights or remedies  to  Landlord  for any
               failure of Tenant  thereafter  occurring to comply with any term,
               provision, condition or covenant of this Lease; and/or

          (iii)Enter the Premises as the agent of Tenant without the requirement
               of  resorting  to  the  dispossessory  procedures  set  forth  in
               O.C.G.A,ss.ss.44-7-50  et.seq.  and without  being liable for any
               claim for  trespass  or  damages  therefor,  and,  in  connection
               therewith,  rekey the Premises, remove Tenant's effects therefrom
               and store the same at Tenant's expense,  without being liable for
               any  damage  thereto,  and  relet  the  Premises  as the agent of
               Tenant, without advertisement,  by private negotiations,  for any
               term Landlord deems proper, and receive the rent therefor. Tenant
               shall pay  Landlord  on demand any  deficiency  that may arise by
               reason of such  reletting,  but Tenant  shall not be entitled to
               any surplus so arising.  Tenant shall reimburse  Landlord for all
               costs and expenses  (including,  without limitation,  advertising
               expenses and professional fees) incurred in connection with or in
               any way  related  to the  eviction  of Tenant and  reletting  the
               Premises,  and for the amount of any other Rent which  would have
               been due of  Tenant  to  Landlord  hereunder  if not for  certain
               concessions granted by Landlord to Tenant.  Landlord, in addition
               to but not in lieu of or in  limitation  of any  other  right  or
               remedy  provided  to  Landlord  under the terms of this  Lease or
               otherwise  (but only to the extent such sum is not  reimbursed to
               Landlord in conjunction  with any other payment made by Tenant to
               Landlord),  shall  have the  right to be  immediately  repaid  by
               Tenant the amount of all sums expended by Landlord and not repaid
               by Tenant in connection  with preparing or improving the Premises
               to  Tenant's  specifications  and any and all costs and  expenses
               incurred  in  renovating  or  altering  the  Premises  to make it
               suitable for reletting; and/or

                                       10
<PAGE>


          (iv) As agent of Tenant,  do whatever  Tenant is obligated to do under
               this Lease, including, but not limited to, entering the Premises,
               without being liable to prosecution of any claims for damages, in
               order to  accomplish  this  purpose. Tenant  agrees to reimburse
               Landlord  immediately upon demand for any expenses which Landlord
               may incur in thus effecting  compliance with this Lease on behalf
               of Tenant. Landlord shall not be liable for any damages resulting
               to Tenant from such action,  whether  caused by the negligence of
               Landlord or otherwise.

          (c)  Pursuit by Landlord of any of the  foregoing  remedies  shall not
     preclude the pursuit of general or special damages  incurred,  or of any of
     the other remedies provided herein, at law or in equity.

          (d) No act or thing done by Landlord or Landlord's employees or agents
     during  the Term  shall be  deemed  an  acceptance  of a  surrender  of the
     Premises.  Neither the mention in this Lease of any particular  remedy, nor
     the exercise by Landlord of any particular remedy  hereunder,  at law or in
     equity,  shall preclude  Landlord from any other remedy Landlord might have
     under this  Lease,  at law or in equity.  Any waiver of or redress  for any
     violation of any  covenant or  condition  contained in this Lease or any of
     the  Rules now or  hereafter  adopted  by  Landlord,  shall  not  prevent a
     subsequent act, which would have originally  constituted a violation,  from
     having all the force and effect of an  original  violation.  The receipt by
     Landlord of Rent with knowledge of the breach of any covenant in this Lease
     shall not be deemed a waiver of such breach.

11. ASSIGNMENT AND SUBLETTING; ABANDONMENT

          (a) Tenant shall not sublet any part of the Premises,  nor assign this
     Lease or any interest  herein,  nor,  once any such sublet or assignment is
     consented  to by  Landlord,  amend or modify  the  terms of such  sublet or
     assignment,  without the prior consent of Landlord, which consent shall not
     be unreasonably withheld or delayed, subject to the terms of this Paragraph
     11 (it being agreed that if the holder of any mortgage, deed to secure debt
     or other similar security  instrument  withholds or delays its consent to a
     proposed  assignment  or  sublease  pursuant to a right to do so under such
     mortgage,  deed to secure debt or other security instrument,  then Landlord
     shall be deemed  reasonable in withholding or delaying  Landlord's  consent
     thereto). In no event shall Tenant be permitted to sublease space or assign
     its interest in the Lease to any existing occupant of the Building (whether
     as a tenant under a lease or otherwise),  or to any subsidiary or affiliate
     thereof or related party  thereto.  In any event,  no assignee or sublessee
     (or Tenant, on behalf or for the benefit of an assignee or sublessee) shall
     have the right to exercise any  extension or renewal of Term,  or any right
     to expand or otherwise increase the size of the Premises. Landlord may deny
     consent to an  assignment  or sublease if, by way of  illustration  but not
     limitation,  the rate of compensation,  including,  but not limited to, all
     rent,  requested  by Tenant for the portion of the Premises to be subleased
     or for the  assignment of the Lease would impact upon or impair  Landlord's
     ability to rent space in the Building at the then market rate as offered by
     Landlord  or if the  financial  statements  of  the  proposed  assignee  or
     sublessee are  unsatisfactory.  Additionally,  neither Tenant nor any other
     person having an interest in the possession,  use, occupancy or utilization
     of the Premises shall enter into any lease, sublease, license,  concession,
     assignment or other agreement for use, occupancy or utilization of space in
     the  Premises  which  provides  for rental or other  payment  for such use,
     occupancy or  utilization  based, in whole or in part, on the net income or
     profits  derived by any person or entity from the  Premises  leased,  used,
     occupied  or  utilized.  Any  such  purported  lease,  sublease,   license,
     concession,  assignment or other  agreement  shall be  absolutely  void and
     ineffective  as a  conveyance  of any right or interest in the  possession,
     use,  occupancy  or  utilization  of any  part of the  Premises.  If such a
     sublease is entered into,  neither the rental  payable  thereunder  nor the
     amount  thereof  passed  on to any  person or entity  shall  have  deducted
     therefrom  any expenses or costs  related in any way to the  subleasing  of
     such space.

          (b)  Consent by  Landlord  to one  assignment  or  sublease  shall not
     destroy or waive this  provision,  and all later  assignments and subleases
     shall  likewise be made only upon prior consent of Landlord.  If a sublease
     or  assignment  is consented to by Landlord,  any  sublessees  or assignees
     shall  become  liable  directly to Landlord for all  obligations  of Tenant
     hereunder  without  relieving or in any way  modifying  Tenant's  liability
     hereunder.  If Tenant  notifies  Landlord of Tenant's intent to sublease or
     assign this Lease,  Landlord shall within thirty (30) days from such notice
     (a) consent to such  proposed  subletting;  (b) deny such  consent,  giving
     reasons for denying  such  consent at the time of the denial;  (c) elect to
     cancel this Lease,  or to reduce the  Premises by the area  requested to be
     subleased or assigned if the area is less than the entire Premises;  or (d)
     elect to sublease the space, or take the assignment,  as applicable, on the
     same terms and conditions as offered by the third-party. If Landlord elects
     to cancel or to reduce the area of the Premises, Tenant shall have ten (10)
     days from such notice to notify  Landlord of  Tenant's  acceptance  of such
     cancellation  or reduction or Tenant's  desire to remain in  possession  of
     Premises for the Term.  If Tenant  fails to so notify  Landlord of Tenant's
     election to accept

                                       11
<PAGE>



     termination or reduction or to continue as Tenant  hereunder,  such failure
     shall be deemed  an  election  to  terminate  or have the area of  Premises
     reduced,  as the case may be, and such  termination  or reduction  shall be
     effective  as of  the  end of the  ten  (10)  day  period  provided  for in
     Landlord's notice as hereinabove provided. If Landlord gives its consent to
     any such assignment or sublease,  any rent or other cost to the assignee or
     subtenant  for all or any portion of the  Premises  over and above the Rent
     payable  by Tenant for such space  shall be due and  payable,  and shall be
     paid,  to  Landlord.  If this Lease is  cancelled,  the area of Premises is
     reduced or a sublease  or  assignment  is made as herein  provided,  Tenant
     shall pay Landlord a charge equal to the actual costs  incurred by Landlord
     in Landlord's  reasonable judgment (including,  but not limited to, the use
     and time of  Landlord's  personnel),  for all of the  necessary  legal  and
     accounting services required to accomplish such cancellation,  reduction of
     area of the Premises, assignment or subletting, as the case may be.

          (c) The sale or transfer of Tenant's  voting stock (if a  corporation)
     or  partnership  interest (if a  partnership)  resulting in the transfer of
     control of a majority of such stock or  interest,  or the  occupancy of the
     Premises by any successor  firm of Tenant or by any firm into which or with
     which  Tenant  may  become  merged  or  consolidated  shall  be  deemed  an
     assignment of this Lease requiring the prior consent of Landlord.

          (d) If the Premises, or any portion thereof, are abandoned or deserted
     for a period of more than thirty (30) consecutive  days, then Landlord may,
     at its option,  either (i)  terminate  this Lease and cause  possession  of
     Premises  to be returned to  Landlord  upon demand or (ii)  terminate  this
     Lease from time to time as to a portion or  portions  of the  Premises  and
     cause such  portion or portions of the  Premises to be returned to Landlord
     upon  demand,  without  terminating  the  Lease  as to the  balance  of the
     Premises.  Landlord  acknowledges  that if Tenant is not  actively  using a
     portion of the  Premises  (such as, for  example,  the  existence  of empty
     offices  or  unused  storage  space),  such  portion  shall  not be  deemed
     abandoned,  deserted or vacated under this Paragraph  11(d) as long as: (i)
     any such area is locked, secured, kept in a sightly condition and otherwise
     in a condition that does not violate this Lease, (ii) Tenant is paying rent
     with respect  thereto and (iii) Tenant is otherwise  actively  occupying at
     least fifty percent (50%) of the Premises.  Following any termination under
     this  Paragraph  1l(d) of this  Lease as to a portion  or  portions  of the
     Premises,  Tenant shall have no further rights with respect to such portion
     or portions of the Premises,  and shall immediately  surrender such portion
     or portions of the  Premises  broom-clean,  with all people and property of
     Tenant removed  therefrom,  and Tenant shall have no further  obligation to
     pay rent with  respect to such  portion or  portions of the  Premises,  but
     Tenant shall  continue to be liable for all of its  obligations  under this
     Lease with  respect to such  portion or  portions of the  Premises  arising
     prior to such  termination and with respect to all  obligations  under this
     Lease  relating to those  portions of the Premises for which this Lease has
     not been terminated.

12. CONDEMNATION

          If the Premises,  or a part of such Premises such that the Premises in
     the judgment of the Architect for the Building are untenantable,  are taken
     by eminent  domain or other  similar  proceeding or are conveyed in lieu of
     such  taking,  this Lease  shall  expire on the date when title or right of
     possession  vests,  and Rent paid for any period  beyond said date shall be
     repaid to  Tenant.  If there is a partial  taking  where  this Lease is not
     terminated,  the Rent shall be adjusted in proportion to the square feet of
     Premises  taken,  determined by the  Architect for the Building.  In either
     event, Landlord shall be entitled,  and Tenant shall not have any right, to
     claim  any  award  made in any  condemnation  proceeding,  action or ruling
     relating to the Building or the Property,  provided,  however, Tenant shall
     be  entitled  to make a claim in any  condemnation  proceeding,  action  or
     ruling  relating to the  Building  for  Tenant's  moving  expenses  and the
     unamortized  value of leasehold  improvements in the Premises actually paid
     for by Tenant,  to the extent such claim does not in any manner impact upon
     or reduce Landlord's claim or award in such condemnation proceeding, action
     or ruling.  Landlord shall have, in Landlord's sole discretion,  the option
     of  terminating  this  Lease if any such  condemnation,  action,  ruling or
     conveyance in lieu thereof  makes  continuation  of  Landlord's  use of the
     Building economically unfeasible.

13. INSPECTIONS

          Landlord, its agents or employees may enter the Premises at reasonable
     hours to (a) exhibit the Premises to  prospective  purchasers or tenants of
     the Premises or the  Building;  (b) inspect the Premises to see that Tenant
     is  complying  with its  obligations  hereunder;  and (c) make  repairs (i)
     required of Landlord under the terms hereof; (ii) to any adjoining space in
     the  Building;  or (iii) to any  systems  serving  the  Building  which run
     through the Premises.

                                       12
<PAGE>

14. SUBORDINATION

          (a) This Lease shall be subject and subordinate to any underlying land
     leases  or deeds to secure  debt  which may now or  hereafter  affect  this
     Lease,   the  Building  or  the   Property   and  also  to  all   renewals,
     modifications,   extensions,   consolidations,  and  replacements  of  such
     underlying  land leases and deeds to secure debt.  In  confirmation  of the
     subordination  set forth in this Paragraph 14, Tenant shall,  at Landlord's
     request execute and deliver such further  instruments desired by the holder
     of the deed to secure debt (a  "Mortgagee") or by any lessor under any such
     underlying  land leases.  Notwithstanding  the foregoing,  Landlord or such
     Mortgagee shall have the right to subordinate or cause to be  subordinated,
     in whole or in part,  any such  underlying  land  leases or deeds to secure
     debt to this  Lease  (but not in  respect to  priority  of  entitlement  of
     insurance or condemnation  proceeds). If any such underlying land leases or
     deeds to secure debt  terminate  for any reason or any such deeds to secure
     debt are  foreclosed or a conveyance in lieu of foreclosure is made for any
     reason,  Tenant  shall,  notwithstanding  any  subordination,   deliver  to
     Mortgagee within ten (10) days of written request an attornment  agreement,
     providing  that such Tenant shall  continue to abide by and comply with the
     term and conditions of this Lease.

          (b) If any  proceedings  are brought for the foreclosure of, or in the
     event of exercise of the power of sale or conveyance in lieu of foreclosure
     under any deed to secure debt,  Tenant shall at the option of the purchaser
     at such  foreclosure or other sale,  attorn to such purchaser and recognize
     such person as  Landlord  under this Lease.  The  institution  of any suit,
     action  or  other  proceeding  by a  Mortgagee  or a sale  of the  Property
     pursuant  to the  powers  granted to a  Mortgagee  under its deed to secure
     debt,  shall  not,  by  operation  of  law  or  otherwise,  result  in  the
     cancellation  or the  termination  of this Lease or of the  obligations  of
     Tenant hereunder.

          (c) If such purchaser  requests and accepts such attornment,  from and
     after such  attornment,  Tenant shall have the same  remedies  against such
     purchaser  for the  breach of an  agreement  contained  in this  Lease that
     Tenant  might have had against  Landlord if the deed to secure debt had not
     been  terminated  or  foreclosed,  except such  purchaser  shall not be (i)
     liable for any act or omission of the prior  Landlord;  (ii) subject to any
     offsets or defenses which Tenant might have against the prior Landlord;  or
     (iii) bound by any Rent or security deposit which Tenant might have paid in
     advance to the prior Landlord.

          (d) Landlord  agrees to use good faith efforts (except such obligation
     to use "good faith efforts" shall not require Landlord to expend any funds)
     to cause any lessor under a future ground lease or the holder of any future
     mortgage or security deed  encumbering  the Building to provide Tenant with
     an agreement, in recordable form stating that such lessor or holder, as the
     case my be,  shall not disturb  Tenant's  occupancy  of the Premises in the
     event of a  foreclosure  of such mortgage or security deed or a termination
     of such ground lease,  provided there is not a breach or default under this
     Lease which is not cured within any  applicable  cure  period,  and stating
     such  other  matters  as such  lessor or holder  may  customarily  require.
     Landlord  shall not be liable to Tenant for its  failure to obtain  such an
     agreement for any reason,  and such failure shall not  constitute a default
     by Landlord under this Lease.

15. INDEMNIFICATION AND HOLD HARMLESS

          (a) Tenant hereby  indemnifies  and holds  Landlord  harmless from and
     against  any  injury,  expense,  damage,  liability  or claim,  imposed  on
     Landlord by any person  whomsoever,  whether due to damage to the Premises,
     claims for  injuries to the person or  property of any other  tenant of the
     Building or of any other  person in or about the  Building  for any purpose
     whatsoever,   or  administrative  or  criminal  action  by  a  governmental
     authority, whether such injury, expense, damage, liability or claim results
     either  directly  or  indirectly  from  the  act,   omission,   negligence,
     misconduct or breach of any provisions of this Lease by Tenant, the agents,
     servants or employees  of Tenant,  or any other  person  entering  upon the
     Premises under express or implied  invitation or consent of Tenant.  Tenant
     further agrees to reimburse Landlord for any costs or expenses,  including,
     but not  limited to,  court costs and  reasonable  attorney's  fees,  which
     Landlord may incur in investigating,  handling or litigating any such claim
     or any action by a governmental authority.

          (b) Tenant shall give notice to Landlord of any defective condition in
     or about the  Premises  known to Tenant,  and further  agrees to attempt to
     contact Landlord by telephone immediately in such instance.

                                       13
<PAGE>

16. TENANT'S INSURANCE

          Tenant shall carry (at its sole expense  during the Term) (i) fire and
     extended coverage  insurance insuring Tenant's interest in its improvements
     to the Premises and any and all furniture,  equipment,  supplies,  contents
     and other property owned, leased, held or possessed by Tenant and contained
     therein,  such  insurance  coverage  to be in an  amount  equal to the full
     insurable  value of such  improvements  and property,  as such may increase
     from time to time,  (ii)  worker's  compensation  insurance  as required by
     applicable law, and (iii) comprehensive liability coverage for injury to or
     death of a person or persons  and for damage to property  occasioned  by or
     arising out of any construction work being done on the Premises, or arising
     out of the condition,  use, or occupancy of the Premises, or other portions
     of the Building or Property, the limits of such policy or policies to be in
     amounts  not  less  than  One  Million   Five  Hundred   Thousand   Dollars
     ($1,500,000)  with respect to injuries to or death of any one person,  Five
     Million Dollars ($5,000,000) with respect to any one casualty or occurrence
     and Three  Hundred  Thousand  Dollars  ($300,000)  with respect to property
     damage.  Landlord  and Tenant  shall each have  included in all policies of
     insurance  respectively  obtained by them with  respect to the  Building or
     Premises a waiver by the  insurer of all right of  subrogation  against the
     other in connection  with any loss or damage insured  against.  To the full
     extent  permitted  by law,  Landlord  and Tenant  each  waives all right of
     recovery  against the other, and agrees to release the other from liability
     for loss or damage to the  extent  such loss or damage is  covered by valid
     and  collectible  insurance  in effect at the time of such loss or  damage;
     provided,  however, that the foregoing release by each party is conditioned
     upon the other party's  carrying  insurance with the above described waiver
     of  subrogation,  and if such  coverage is not  obtained or  maintained  by
     either party,  then the other party's  foregoing release shall be deemed to
     be rescinded until such waiver is either  obtained or reinstated.  All said
     insurance  policies shall be carried with companies licensed to do business
     in the State of Georgia  reasonably  satisfactory  to Landlord and shall be
     noncancellable  except after twenty (20) days' written  notice to Landlord.
     Each policy shall name Landlord,  Landlord's Property Manager and any other
     person designated by Landlord as additional insureds and provide that it is
     primary to, and not  contributing  with,  any policy  carried by  Landlord,
     Landlord's  Property Manager,  or other designated person covering the same
     loss. At Landlord's request,  duly executed  certificates of such insurance
     shall be delivered to Landlord prior to the Commencement  Date and at least
     thirty (30) days prior to the expiration of each respective policy term.

17. REMEDIES CUMULATIVE

          The rights given to Landlord and Tenant  herein are in addition to any
     rights that may be given to Landlord or Tenant by any statute or under law.

18. ENTIRE AGREEMENT - NO WAIVER

          This Lease contains the entire  agreement of the parties hereto and no
     representations,  inducements,  promises or agreements,  oral or otherwise,
     between the parties not  embodied  herein shall be of any force and effect.
     The failure of either party to insist in any instance on strict performance
     of any  covenant  or  condition  hereof or to  exercise  any option  herein
     contained,  shall not be construed as a waiver of such covenant,  condition
     or option in any other instance. This Lease cannot be changed or terminated
     orally, and can be modified only in writing, executed by each party hereto.

19. HOLDING OVER

          If Tenant  remains in possession of the Premises  after  expiration of
     the  Term,  or  after  any  termination  of the  Lease  by  Landlord,  with
     Landlord's  acquiescence  and  without any  written  agreement  between the
     parties,  Tenant shall be a tenant at sufferance  and such tenancy shall be
     subject to all the  provisions  hereof, except that the Monthly  Rental for
     said  holdover  period  shall be double  the amount of Rent due in the last
     month of the Term.  There shall be no renewal of this Lease by operation of
     law.  Nothing in this Paragraph shall be construed as a consent by Landlord
     to the  possession  of the Premises by Tenant after the  expiration  of the
     Term or any termination of the Lease by Landlord, or as an exclusive remedy
     in the event of a holdover.

20. HEADINGS

          The headings in this Lease are included for convenience only and shall
     not be taken into  consideration in any construction or  interpretation  of
     any part of this Lease.

                                       14
<PAGE>


21.  NOTICES

     (a) Any notice,  request or consent by either party to the other  hereunder
shall be valid only if in  writing  and shall be deemed to be duly given only if
hand-delivered,  or sent by certified mail or by a recognized national overnight
delivery  service  which  has a  receipt  of  notice  as a part of its  delivery
function.  Such notices shall be addressed (1) if to Tenant, at the Premises and
(ii) if to Landlord,  at  Landlord's  address set forth above,  or at such other
address  for either  party as that party may  designate  by notice to the other.
Notice shall be deemed given, if delivered  personally,  upon delivery  thereof,
and if mailed, upon the mailing thereof.

     (b)  Tenant  hereby  appoints  as  its  agent  to  receive  service  of all
dispossessory or distraint proceedings,  an employee in the Premises at the time
of any such service.

22. HEIRS, SUCCESSORS, AND ASSIGNS - PARTIES

     (a) This Lease shall bind and inure to the benefit of Landlord  and Tenant,
and their respective  successors,  heirs, legal representatives and assigns. The
term  "Landlord"  as used in this  Lease  means  only the owner  (or the  ground
lessee) for the time being of the  Property  and  Building of which the Premises
are a part,  so that in the event of any sale or sales of said  Property  (or of
any lease  thereof),  Landlord  named  herein  shall be and  hereby is  entirely
released  of all  covenants  and  obligations  of  Landlord  hereunder  accruing
thereafter, and it shall be deemed without further agreement that the purchaser,
or the  lessee,  as the case may be, has assumed and agreed to carry out any and
all covenants and obligations of Landlord hereunder during the period such party
has  possession of the Property and  Building.  If the Property and Building are
severed as to ownership by sale and/or lease,  the owner of the entire  Building
or  lessee  of the  entire  Building  that has the  right to lease  space in the
Building to tenants  shall be deemed  "Landlord".  Tenant  shall be bound to any
such succeeding party for performance by Tenant of all the terms, covenants, and
conditions of this Lease and agrees to execute any  attornment  agreement not in
conflict with the terms and  provisions of this Lease at the request of any such
party.

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

23. ATTORNEY'S FEES

     If Landlord  has to engage or consult with an attorney as a result of or in
connection  with a  failure  by Tenant to pay any Rent as and when due under the
Lease, then Tenant shall owe to Landlord,  in addition to and not in lieu of any
other amounts due hereunder, and shall pay within ten (10) days after demand for
payment therefor is made, all such reasonable  attorneys' fees actually incurred
by Landlord.  Also, if any law suit or court action between  Landlord and Tenant
arises  out of or under this  Lease,  the  prevailing  party in such law suit or
court  action  shall be entitled to and shall  collect  from the  non-prevailing
party the reasonable  attorney's  fees and court costs actually  incurred by the
prevailing party with respect to said lawsuit or court action.  Whenever in this
Lease, the phrase "reasonable attorneys' fees" or some similar phrase is used in
determining the amount of attorneys' fees, O.C.G.A. ss. 13-1-1l(a)(2) shall not
apply, and the parties hereby waive said Section.

24. TIME OF ESSENCE

    TIME IS OF THE ESSENCE OF THIS LEASE.

25. NO ESTATE IN LAND

    Tenant has only a usufruct  under this Lease,  not subject to levy or sale.
    No estate shall pass out of Landlord by this Lease.

26. SECURITY DEPOSIT

     Tenant has deposited with Landlord $63,879.03 as a security deposit for the
performance  by Tenant of all the terms,  covenants and conditions of this Lease
upon  Tenant's  part to be  performed.  Landlord  shall  have no  obligation  to
segregate such security  deposit from any other funds of Landlord,  and interest
earned on such security deposit, if any, shall belong to Landlord.  The security
deposit shall be returned to Tenant within thirty (30) days after the expiration
of the Term, if Tenant has fully performed its obligations  hereunder.  Landlord
shall  have the right to apply  any part of said  security  deposit  to cure any
default of Tenant and if Landlord does so, Tenant shall upon demand deposit with

                                       15
<PAGE>

Landlord  the amount so applied so that  Landlord  shall have the full  security
deposit on hand at all times  during the Term of this Lease.  If there is a sale
or lease of the  Building  subject to this Lease,  Landlord  shall  transfer the
security  deposit to the vendee or lessee,  and Landlord  shall be released from
all liability for the return of such security deposit.  Tenant shall look solely
to the  successor  Landlord  for the  return  of  said  security  deposit.  This
provision  shall apply to every  transfer  or  assignment  made of the  security
deposit to a successor  Landlord.  The security deposit shall not be assigned or
encumbered  by  Tenant  without  the  prior  consent  of  Landlord  and any such
unapproved assignment or encumbrance shall be void.

27. COMPLETION OF THE PREMSES

     Landlord  shall  supervise  completion of the work described in Exhibit "D"
subject  to  payments  which  may be  required  of Tenant  thereunder.  Any work
required by Tenant as provided for in said Exhibit "D" shall be performed within
the provisions and according to all standards of said Exhibit "D".

28. PARKING ARRANGEMENTS

     Landlord shall maintain free unreserved parking spaces for the Term of this
Lease,  as it may be  extended,  for use by Tenant  and  Tenant's  invitees  and
employees,  at a ratio of 2.75 spaces for each 1,000 useable  square feet of the
Premises, provided such parking spaces are in compliance with the zoning for the
Property,  as may be modified from time to time, and Tenant (and Tenant's guests
and  employees)  shall only be  entitled  to use that  amount of parking  spaces
(determined on a parking space per square foot leased basis). Such parking shall
be available subject to the limitations and conditions from time to time imposed
by  Landlord.  Said  parking  shall be  maintained  on the  Property or on areas
located in the vicinity of the Property.

29. RULES AND REGULATIONS

     The Rules on Exhibit "F" are a part of this Lease.  Landlord  may from time
to time amend,  modify,  delete or add additional Rules for the use,  operation,
safety,  cleanliness  and care of the  Premises  and the  Building.  Such new or
modified Rules shall be effective  upon notice to Tenant.  Tenant will cause its
employees and agents,  or any others  permitted by Tenant to occupy or enter the
Premises to at all times abide by the Rules.  If there is a breach of any Rules,
Landlord  shall  have all  remedies  in this Lease  provided  for in an Event of
Default by Tenant and shall, in addition,  have any remedies available at law or
in equity,  including but not limited to, the right to enjoin any breach of such
Rules.  Landlord shall not be responsible to Tenant for the nonobservance by any
other tenant or person of any such Rules.

30. RIGHT TO RELOCATE



31. LATE PAYMENTS

     Any payment due of Tenant  hereunder  not received by Landlord  within five
(5) days of the date when due shall be assessed a five  percent  (5%) charge for
Landlord's administrative and other costs in processing and pursuing the payment
of such late  payment,  and shall be assessed an  additional  five  percent (5%)
charge for the aforesaid costs of Landlord for each month  thereafter until paid
in full.  Acceptance by Landlord of a payment,  and the cashing of a check in an
amount less than that which is currently  due shall in no way affect  Landlord's
rights  under  this  Lease and in no way be an  accord  and  satisfaction.  This
provision does not prevent  Landlord from declaring the non-payment of Rent when
due an event of default hereunder.

32. ESTOPPEL CERTIFICATE

     Tenant  shall,  within ten (10) days of the request by  Landlord,  execute,
acknowledge and deliver to Landlord, any Mortgagee, prospective Mortgagee or any
prospective  purchaser or transferee of the Property,  the Building, or both (as
designated by Landlord),  an Estoppel Certificate in recordable form, or in such
other form as Landlord may from time to time require,  evidencing whether or not
(a) this Lease is in full force and effect;  (b) this Lease has been  amended in
any way; (c) Tenant has accepted and is occupying  the  Premises;  (d) there are
any existing  defaults on the part of Landlord  hereunder or defenses or offsets
against the enforcement of this Lease to the knowledge of Tenant (specifying the
nature of such  defaults,  defenses or offsets,  if any);  (e) the date to which
Rent and other amounts due hereunder,  if any, have, been paid; and (f) any such
other information as may be reasonably  requested by Landlord.  Each certificate
delivered pursuant to this Paragraph may be relied on by

                                       16
<PAGE>

Landlord,  any  prospective  purchaser  or  transferee  of  Landlord's  interest
hereunder, or any Mortgagee or prospective Mortgagee.

33.  SEVERABILITY AND INTERPRETATION

     (a) If any  clause or  provision  of this  Lease  shall be deemed  illegal,
invalid or unenforceable under present or future laws effective during the Term,
the remainder of this Lease shall not be affected by such illegality, invalidity
or unenforceability,  and in lieu of each clause or provision of this Lease that
is  illegal,  invalid or  unenforceable,  there shall be added as a part of this
Lease a clause or  provision  as  similar in terms to such  illegal,  invalid or
unenforceable  clause or provision  as may be possible  and be legal,  valid and
enforceable.

     (b) If any provisions of this Lease require  judicial  interpretation,  the
court interpreting or construing the same shall not apply a presumption that the
terms of any such provision shall be more strictly  construed  against one party
or the other by  reason of the rule of  construction  that a  document  is to be
construed  most  strictly  against  the party who  itself or  through  its agent
prepared the same, as all parties hereto have participated in the preparation of
this Lease.

34.  MULTIPLE TENANTS

     If more than one  individual or entity  comprises and  constitutes  Tenant,
then all individuals and entities comprising Tenant are and shall be jointly and
severally  liable  for the due and proper  performance  of  Tenant's  duties and
obligations arising under or in connection with this Lease.

35. FORCE MAJEURE

     Landlord  shall be  excused  for the  period  of any delay and shall not be
deemed  in  default  with  respect  to the  performance  of  any  of the  terms,
covenants,  and  conditions of this Lease when prevented from so doing by causes
beyond Landlord's control, which shall include, but not be limited to, all labor
disputes,   governmental  regulations  or  controls,  fire  or  other  casualty,
inability to obtain any material or services, or acts of God,

36. QUIET ENJOYMENT

     So long as Tenant is in full  compliance  with the terms and  conditions of
this Lease,  Landlord shall warrant and defend Tenant in the quiet enjoyment and
possession  of the Premises  during the Term against any and all claims made by,
through or under Landlord, subject to the terms of this Lease.

37. BROKERAGE COMMISSION; INDEMNITY

     TC ATLANTA,  INC. ("TC") HAS ACTED AS CONTRACT MANAGER FOR LANDLORD IN THIS
TRANSACTION  AND THE  MILLER-RICHMOND  COMPANY  ("MRC")  HAS  ACTED AS AGENT FOR
TENANT  IN THIS  TRANSACTION.  BOTH TC AND  MRC ARE TO BE PAID A  COMMISSION  BY
LANDLORD.   Tenant  warrants  that  there  are  no  other  claims  for  broker's
commissions  of finder's  fees in  connection  with its execution of this Lease.
Tenant hereby indemnifies  Landlord and holds Landlord harmless from and against
all loss, cost,  damage or expense,  including,  but not limited to,  attorney's
fees and court costs, incurred by Landlord as a result of or in conjunction with
a claim of any real estate agent or broker, if made by, through or under Tenant.
Landlord  hereby  indemnifies  Tenant and holds Tenant harmless from and against
all loss, cost,  damage or expense,  including,  but not limited to,  attorney's
fees and court costs, incurred by Tenant as a result of or in conjunction with a
claim of any real estate agent or broker, if made by, through or under Landlord.
Tenant  shall  cause any agent or broker  representing  Tenant to execute a lien
waiver to and for the benefit of Landlord,  waiving any and all lien rights with
respect to the Building or Property such agent or broker has or might have under
Georgia law.

38. EXCULPATION OF LANDLORD

     Landlord's  liability to Tenant with respect to this Lease shall be limited
solely to Landlord's  interest in the  Building.  Neither  Landlord,  any of the
partners of Landlord, any officer,  director, or shareholder of Landlord nor any
of the partners of Landlord shall have any personal  liability  whatsoever  with
respect to this Lease.

                                       17
<PAGE>


39. ORIGINAL INSTRUMENT

     Any number of  counterparts  of this Lease may be  executed,  and each such
counterpart shall be deemed to be an original instrument

40. GEORGIA LAW

     This Lease has been made under and shall be construed and interpreted under
and in accordance with the laws of the State of Georgia.

41. NO RECORDATION OF LEASE

     Without  the  prior  consent  of  Landlord,  neither  this  Lease  nor  any
memorandum hereof shall be recorded or placed on public record.

42. HAZARDOUS WASTES

     Tenant  shall not (either with or without  negligence)  cause or permit the
escape,  disposal or release of any  biologically or chemically  active or other
hazardous substances or materials.  Tenant shall not allow the storage or use of
such  substances  or  materials  in any manner not  sanctioned  by law or by the
highest  standards  prevailing  in the  industry for the storage and use of such
substances or materials, nor allow to be brought into the Building, the Premises
or the Property,  any such materials or substances except to use in the ordinary
course of Tenant's business,  and then only after notice is given to Landlord of
the identity of such  substances or  materials.  Without  limitation,  hazardous
substances  and materials  shall include  those  described in the  Comprehensive
Environmental  Response,  Compensation and Liability Act of 1980, as amended, 42
U.S.C.  Section 9601 et seq.,  the Resource  Conservation  and Recovery  Act, as
amended, 42 U.S.C.  Section 6901 et seq., any applicable state or local laws and
the regulations  adopted under these acts. If any lender or governmental  agency
shall  ever  require  testing  to  ascertain  whether  or not there has been any
release of hazardous  materials,  then the  reasonable  costs  thereof  shall be
reimbursed  by Tenant to  Landlord  upon  demand as  additional  charges if such
requirement  applies  to  the  Premises. In  addition,   Tenant  shall  execute
affidavits, representations and the like from time to time at Landlord's request
concerning  Tenant's  best  knowledge  and  belief  regarding  the  presence  of
hazardous substances or materials on the Premises.  In all events,  Tenant shall
indemnify  Landlord  in the  manner  elsewhere  provided  in this Lease from any
release of  hazardous  materials on the  Premises  occurring  while Tenant is in
possession, or elsewhere if caused by Tenant or persons acting under Tenant. The
within  covenants  shall survive the  expiration or earlier  termination  of the
Lease Term.

43. LEASE BINDING UPON DELIVERY

     This Lease  shall not be binding  until and  unless all  parties  have duly
executed  said  Lease and a fully  executed  counterpart  of said Lease has been
delivered to Tenant.

44. SPECIAL STIPULATIONS

     The special stipulations attached hereto as Exhibit "G", if any, and made a
part hereof shall control if in conflict with any of the foregoing provisions of
this Lease.

                     (SIGNATURES COMMENCE ON FOLLOWING PAGE]

                                       18
<PAGE>



     IN WITNESS  WHEREOF,  Landlord  and  Tenant  have  caused  this Lease to be
executed under seal, on the day and year first above written.

                                     TENANT:

                                     PIVOTAL CORPORATION

                                     By: /s/ [Illegible]               (SEAL)
                                        -----------------------------
                                         Authorized Signature

                                        -----------------------------
                                        Type Name of Signatory

Dated executed by
Tenant:  12-9-00
                                      By: /s/ [Illegible]              (SEAL)
                                         ----------------------------
                                         Authorized Signature

                                         ANDRE BEAULIEU
                                         ----------------------------
                                         Type Name of Signatory

                                         CORPORATE SEAL

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


     By the  execution  and  delivery of this Lease Tenant has made and shall be
deemed to have made a continuous and irrevocable offer to lease the Premises, on
the terms  contained in this Lease,  subject only to  acceptance by Landlord (as
evidenced by Landlord's signature hereon), which Landlord may accept in its sole
and absolute discretion.

Tenant's Federal Employer Identification Number: _________________

                                                     LANDLORD

                                                     485 PROPERTIES, LLC

                                                     By: /s/ Harry St. Clair

                                                     Name: HARRY ST. CLAIR
                                                           ---------------

                                                     Title: ASSISTANT SECRETARY


Date executed by
Landlord:  12/19/00




                                       19
<PAGE>





                                    Exhibit A




<PAGE>






                                    Exhibit B


<PAGE>




                                    Exhibit C

<PAGE>



                                    Exhibit D

<PAGE>


                                   Exhibit D-1


<PAGE>


                                    Exhibit E







<PAGE>
                                    Exhibit F



<PAGE>
                                    Exhibit G