After recording, return to:

                                                Caryl G. Smith HUNTON & WILLIAMS
                                                NationsBank  Plaza,  Suite  4100
                                                600 Peachtree Street, N.E.
                                                Atlanta, Georgia  30308-2216






                                 LEASE AGREEMENT

                                     BETWEEN

                DEVELOPMENT AUTHORITY OF DOUGLAS COUNTY, GEORGIA

                                       AND

                              ABRAMS RIVERSIDE, LLC



                          DATED AS OF NOVEMBER 1, 1997





Certain  rights of the  Development  Authority of Douglas  County,  Georgia (the
"Issuer")  under this Lease Agreement have been assigned and pledged to, and are
subject to a security interest in favor of AmSouth Bank, Birmingham, Alabama, as
trustee  under the  Indenture  of Trust (the  "Trustee"),  dated as of even date
herewith,  as amended or supplemented from time to time,  between the Issuer and
the  Trustee,  which  secures  $11,000,000  in  aggregate  principal  amount  of
Development Authority of Douglas County,  Georgia Taxable Industrial Development
Revenue Bonds (Abrams Riverside, LLC Project), Series 1997.

















<PAGE>


                                                  LEASE AGREEMENT

                                                 TABLE OF CONTENTS

(The Table of Contents for this Lease  Agreement is for convenience of reference
only and is not intended to define, limit or describe the scope or intent of any
provisions of this Lease Agreement.)
<TABLE>
<CAPTION>
                                                                                                                PAGE

                                                     ARTICLE I.


                                 DEFINITIONS AND CERTAIN RULES OF INTERPRETATION
   <S>            <S>                                                                                              <C>
   Section 1.1.   Definitions......................................................................................1
   Section 1.2.   Rules of Construction............................................................................4

                                                     ARTICLE II.


                                                   REPRESENTATIONS

   Section 2.1.   Representations by the Issuer....................................................................5
   Section 2.2.   No Representation or Warranty by Issuer as to Project............................................6
   Section 2.3.   Representations by the Lessee....................................................................6

                                                    ARTICLE III.

                         ISSUANCE OF THE BONDS, ACQUISITION, CONSTRUCTION, INSTALLATION
                                               AND FINANCING OF PROJECT

   Section 3.1.   Lease of the Project; Agreement to Acquire, Construct and Equip the Project......................8
   Section 3.2.   Agreement to Issue Bonds; Application of Proceeds; Construction Fund.............................8
   Section 3.3.   Establishment of Completion Date.................................................................8
   Section 3.4.   Lessee Required to Complete Project..............................................................8
   Section 3.5.   Limitation of Issuer's Liability.................................................................8
   Section 3.6.   Disclaimer of Warranties.........................................................................9
   Section 3.7.   Payments from Construction Fund..................................................................9
   Section 3.8.   Investment of Funds..............................................................................9
   Section 3.9.   Depositories of Moneys and Security for Deposit..................................................9
   Section 3.10.  Warranty of Title................................................................................9
   Section 3.11.  Quiet Enjoyment..................................................................................10

                                                    ARTICLE IV.

                                               PROVISIONS FOR PAYMENT

   Section 4.1.   Effective Date of this Agreement; Duration of Lease Term; Delivery and Acceptance
                  of Possession....................................................................................11
   Section 4.2.   Rents and other Amounts Payable..................................................................11
   Section 4.3.   Credit Facility; Alternate Credit Facility.......................................................11
   Section 4.4.   Additional Rent..................................................................................12
   Section 4.5.   Obligations of the Lessee Absolute and Unconditional.............................................12
   Section 4.6.   Lessee Consent to Assignment of Agreement and Execution of Indenture.............................13
   Section 4.7.   Lessee's Performance Under Indenture.............................................................13
   Section 4.8.   Interest Rate Determination Method...............................................................13
   Section 4.9.   Prepayments......................................................................................13



<PAGE>
                                                   ARTICLE V.

                                            PARTICULAR AGREEMENTS

   Section 5.1.   Maintenance, Operation, Modification and Insuring of Project; No Operation
                     of Project by Issuer..........................................................................14
   Section 5.2.   Issuer's and Trustee's Expenses; Release and Indemnification Provisions..........................14
   Section 5.3.   Maintenance of Existence.........................................................................15
   Section 5.4.   Annual Audit.....................................................................................15
   Section 5.5.   Agreement of Issuer Not to Assign or Pledge......................................................15
   Section 5.6.   Redemption of Bonds..............................................................................15
   Section 5.7.   Reference to Bonds Ineffective After Bonds Paid..................................................16
   Section 5.8.   Assignment, Sale or Lease of Project.............................................................16
   Section 5.9.   Removal of Leased Equipment......................................................................16
   Section 5.10.  Taxes, Other Governmental Charges and Utility Charges............................................17
   Section 5.11.  Compliance with Credit Agreement and Security Deed...............................................17
   Section 5.12.  Inspection of Project............................................................................17
   Section 5.13.  Project List.....................................................................................17
   Section 5.14.  No Warranty of Condition or Suitability by Issuer................................................18
   Section 5.15.  Special Covenants Related to Ad Valorem Taxation.................................................18

                                                     ARTICLE VI.

                                            EVENTS OF DEFAULT AND REMEDIES

   Section 6.1.   Events of Default Defined........................................................................20
   Section 6.2.   Remedies.........................................................................................20
   Section 6.3.   No Remedy Exclusive..............................................................................21
   Section 6.4.   Agreement to Pay Counsel Fees and Expenses.......................................................21
   Section 6.5.   Waiver of Events of Default and Rescission of Acceleration.......................................21

                                                     ARTICLE VII.

                                                     PREPAYMENTS

   Section 7.1.   Optional Prepayments.............................................................................23
   Section 7.2.   Optional Purchase of Bonds.......................................................................23
   Section 7.3.   Relative Priorities..............................................................................23
   Section 7.4.   Prepayment to Include Fees and Expenses..........................................................23
   Section 7.5.   Obligations After Payment and Termination of Agreement...........................................23
   Section 7.6.   Purchase of Bonds................................................................................23

                                                     ARTICLE VIII.

                                    OPTIONS IN FAVOR OF LESSEE; OBLIGATION OF LESSEE

   Section 8.1.   Options to Terminate the Lease Term; Purchase Project............................................25
   Section 8.2.   Conveyance on Purchase...........................................................................25
   Section 8.3.   Obligation to Purchase Project...................................................................25

                                                     ARTICLE IX.

                                               RIGHTS OF CREDIT ISSUER

   Section 9.1.   Rights of Credit Issuer..........................................................................26


                                                      ii



<PAGE>

                                                   ARTICLE X.

                                                 MISCELLANEOUS

   Section 10.1.  Term of Agreement................................................................................27
   Section 10.2.  Notices..........................................................................................27
   Section 10.3.  Binding Effect...................................................................................28
   Section 10.4.  Severability.....................................................................................28
   Section 10.5.  Amounts Remaining in Bond Fund...................................................................28
   Section 10.6.  Reliance by Issuer...............................................................................28
   Section 10.7.  Issuer's Obligations Limited.....................................................................28
   Section 10.8.  Immunity of Directors, Officers and Employees of Issuer..........................................29
   Section 10.9.  Payments by Credit Issuer........................................................................29
   Section 10.10. Amendments, Changes and Modifications............................................................29
   Section 10.11. Counterparts.....................................................................................29
   Section 10.12. Captions.........................................................................................29
   Section 10.13. Amendment of Agreement...........................................................................29
   Section 10.14. Law Governing Construction of Agreement..........................................................29
   Section 10.15. Relationship of Parties; Estate for Years........................................................29
</TABLE>



   EXHIBIT A     DESCRIPTION OF PROJECT
   EXHIBIT A-1 LEASED LAND
   EXHIBIT A-2 LEASED EQUIPMENT
   EXHIBIT A-3 PERMITTED EXCEPTIONS
   EXHIBIT B    CONSTRUCTION FUND CERTIFICATE AND REQUISITION
   EXHIBIT C    CERTIFICATE OF COMPLETION
   EXHIBIT D    LIMITED WARRANTY DEED

                                                           iii




<PAGE>





STATE OF GEORGIA  )

DOUGLAS COUNTY    )

        THIS LEASE AGREEMENT (the "Agreement") is entered into as of November 1,
1997, by  and  between  the  DEVELOPMENT  AUTHORITY OF DOUGLAS  COUNTY,  GEORGIA
(the  "Issuer"),  a public body corporate and politic created and existing under
the laws of the State of Georgia,  and ABRAMS RIVERSIDE,  LLC, a Georgia limited
liability  company  (the  "Lessee"),  with its  principal  place of  business in
Atlanta, Georgia;

                              W I T N E S S E T H:

         In  consideration  of the  respective  representations  and  agreements
hereinafter  contained,  the Issuer and the Lessee  agree as follows  (provided,
that in the  performance of the agreements of the Issuer herein  contained,  any
obligation  it may thereby incur for the payment of money shall not be a general
obligation  on its part but shall be payable  solely out of the rents,  revenues
and  receipts  derived  from  this  Agreement,  the sale of the  Bonds  (defined
herein), the insurance and condemnation awards as herein described and any other
rents,  revenues and receipts arising out of or in connection with its ownership
of the Project as hereinafter defined):

                                   ARTICLE I.

                 DEFINITIONS AND CERTAIN RULES OF INTERPRETATION

         SECTION 1.1. DEFINITIONS.  In addition to the words and terms elsewhere
defined  herein,  the  following  words and terms as used herein  shall have the
following  meanings  unless the  context  or use  clearly  indicates  another or
different  meaning  or  intent,  and any other  words and terms  defined  in the
Indenture  shall have the same meanings when used herein as assigned them in the
Indenture  unless the  context or use  clearly  indicates  another or  different
meaning or intent:

         "ACT" means the  Development  Authorities  Law (codified as amended, at
O.C.G.A. Section 36-62-1 ET SEQ.).

         "ADDITIONAL  RENT" means those payments  payable by the Lessee pursuant
to Section 4.4 hereof.

         "AGREEMENT"  means this Lease Agreement,  dated as of November 1, 1997,
between the Issuer and the Lessee, and any amendments and supplements thereto.

         "ALTERNATE  CREDIT FACILITY" means the Alternate Credit Facility issued
in accordance with Section 4.3.

         "BOND  COUNSEL"  means an attorney,  or firm of  attorneys,  nationally
recognized  and  experienced in legal work relating to the issuance of municipal
bonds acceptable to the Issuer.

         "BOND FUND" means the fund created by Section 4.01 of the Indenture.

         "BONDHOLDER" or "HOLDER OF THE BONDS" means the  Person  who  shall  be
the registered owner of any Bond.

         "BONDS" means the Taxable Industrial  Development  Revenue Bonds of the
Issuer authorized by the Indenture. Any percentage of Bonds specified herein for
any  purpose is to be figured on the  aggregate  principal  amount of Bonds then
outstanding.

         "BUILDING"  means that  certain  building or  buildings,  all  fixtures
therein and all improvements,  renovations and expansions thereto forming a part
of the Project and not constituting  part of the Leased Equipment which has been
acquired by the Issuer  hereof and is situated on the Leased Land,  as it may at
any time exist.



<PAGE>
         "CHAIRMAN" means the Chairman or the Vice Chairman of the Issuer.

         "COMPLETION DATE" means the date determined pursuant to Section 3.3.

         "COST OF  PROJECT"  with  respect  to the  Project  shall be  deemed to
include the cost of all items  permitted to be financed  under the provisions of
the Act.

         "COUNTY" means Douglas County, Georgia.

         "COUNSEL" means an attorney, or firm thereof,  admitted to practice law
before the  highest  court of any state in the  United  States of America or the
District of Columbia.

         "CREDIT AGREEMENT" means that certain Reimbursement  Agreement, of even
date  herewith,  between  the Lessee and the Credit  Issuer,  under the terms of
which the Credit Issuer  agrees to issue and deliver the Credit  Facility to the
Trustee,  and any amendment or supplement  thereto,  and if an Alternate  Credit
Facility  is issued,  the  agreement  between  the Credit  Issuer and the Lessee
pursuant to which such Alternate Credit Facility is issued.

         "CREDIT ISSUER" means  NationsBank,  N.A. in its capacity as the issuer
of the Credit  Facility,  and its successors in such capacity and their assigns,
and if an Alternate Credit Facility is issued, the issuer thereof.

          "CREDIT ISSUER  DOCUMENTS" means the Credit Agreement and the Security
Deed.

         "CREDIT ISSUER REPRESENTATIVE" means each person at the time designated
to act on behalf of the Credit  Issuer by written  Certificate  furnished to the
Lessee and the Trustee containing the specimen signature of each such person and
signed on behalf of the Credit Issuer by a Vice President or its President. Such
Certificate may designate an alternate or alternates.

         "DEFAULT"  means an event or condition  the  occurrence of which would,
with the  lapse of time or the  giving  of  notice  or both,  become an event of
default hereunder.

          "EVENT  OF  DEFAULT"  means  one  of the  events  so  denominated  and
described in Section 6.1.

         "FINANCING   STATEMENTS"   means  any  and  all  financing   statements
(including  continuation  statements)  filed  for  record  from  time to time to
perfect the security interests created or assigned.

         "GOVERNMENT  OBLIGATIONS"  means (a) direct  obligations  of the United
States of  America  for the  payment  of which the full  faith and credit of the
United  States of  America is  pledged,  or (b)  obligations  issued by a person
controlled  or  supervised  by and  acting as an  instrumentality  of the United
States of America,  the full and timely payment of the principal of, premium, if
any,  and the interest on which is fully  guaranteed  as a full faith and credit
obligation of the United States of America  (including any securities  described
in (a) or (b) issued or held in book-entry  form on the books of the  Department
of the Treasury of the United States of America),  which obligations,  in either
case, are not subject to redemption prior to maturity at less than par by anyone
other than the holder, excluding unit trusts.

         "INDENTURE"  means  the  Indenture  of Trust,  of even  date  herewith,
between the Issuer and the Trustee, pursuant to which the Bonds are to be issued
and secured, including any indentures supplemental thereto.

         "INDEPENDENT COUNSEL" means an attorney,  or firm thereof,  admitted to
practice  law before  the  highest  court of any state in the  United  States of
America or the District of Columbia, including any Bond Counsel.

         "ISSUER" means the Development Authority of Douglas County,  Georgia, a
public  body  corporate  and  politic  duly  organized  and  existing  under the
Constitution  and the laws of the  State of  Georgia,  including  the Act or any
successor to its rights and obligations under this Agreement and the Indenture.

                                       2



<PAGE>

          "ISSUER DOCUMENTS" means this Agreement,  the Indenture,  the Security
Deed and the Remarketing Agreement.

          "ISSUER'S FEE" means a one time up front fee of $12,500 payable on the
day of issuance of the Bonds.

         "LEASE TERM" means the duration of the  leasehold  interest  created by
this Agreement as specified in Section 4.1.

         "LEASED  EQUIPMENT"  means  those  items of  machinery,  equipment  and
related property either previously  acquired by the Issuer or required herein to
be acquired and  installed  in the Building or on the Leased Land with  proceeds
from the sale of the Bonds or the proceeds of any payment by the Lessee pursuant
to  Section  3.4 and any  item of  machinery,  equipment  and  related  property
acquired  and  installed  by Lessee in the  Building  or on the  Leased  Land in
substitution  therefor  and renewals and  replacements  thereof  pursuant to the
provisions  of  Sections  5.1(b),  less such  machinery,  equipment  and related
property  taken by the exercise of the power of eminent  domain,  and is further
defined as all  property  owned by the Issuer and leased to the Lessee  which is
not included in the definition of Leased Land or Building, and the Lessee's (but
not the  Sublessee's) own machinery,  equipment and related  property  installed
under the  provisions  of Section  5.1(b) but excluding  Sublessee's  machinery,
equipment and related  property.  No "Leased  Equipment,"  other than  fixtures,
building  equipment  and  systems  (such  as  electrical,   plumbing,   heating,
ventilation and air conditioning  systems) which are necessary for the operation
of the Building, has been acquired or installed for or at the Project,  Building
or  Leased  Land as of the date  hereof  but any  such  Leased  Equipment  to be
acquired  and  installed  as a part of the  Project  so as to qualify as "Leased
Equipment" in  accordance  with the  definition  set forth herein at the time of
such  acquisition and  installation  shall be detailed in Exhibit "A-2" attached
hereto and by this reference made a part hereof.

         "LEASED  LAND"  means the real  property  described  in  Exhibit  "A-1"
attached hereto and by this reference made a part of this Agreement.

         "LESSEE"  means  Abrams  Riverside,  LLC, a Georgia  limited  liability
company, and its successors and assigns.

          "LESSEE DOCUMENTS" means this Agreement,  the Bond Purchase Agreement,
the Remarketing Agreement, and the Credit Issuer Documents.

         "LESSEE REPRESENTATIVE" means each person at the time designated to act
on behalf of the Lessee by written  certificate  furnished to the Issuer and the
Trustee containing the specimen signature of such person and signed on behalf of
the  Lessee  by an  authorized  officer  of the  Lessee.  Such  certificate  may
designate an alternate or alternates.

         "LIMITED WARRANTY DEED" means the Limited Warranty Deed to be dated the
date of actual execution and delivery  thereof,  held in trust by the Trustee in
accordance  with  the  provisions   hereof.   The  Limited   Warranty  Deed,  in
substantially  the form it is to be  executed  and  delivered,  is  attached  as
Exhibit "D" hereto.

         "NET PROCEEDS OF SALE OF THE BONDS" means those proceeds of the sale of
the Bonds  remaining  after  payment  of all  expenses  in  connection  with the
issuance of the Bonds and the deposit of all accrued  interest (if any) received
from the sale of the Bonds in the Bond Fund,  together with investment  earnings
on such net proceeds earned prior to the Completion Date.

         "OUTSTANDING,"  when used with  reference to the Bonds,  shall have the
meaning set forth in Article I of the Indenture.

         "PAYMENT IN FULL OF THE BONDS" specifically  encompasses the situations
referred to in Section 5.01 of the Indenture.

         "PERMITTED EXCEPTIONS" means those items listed on Exhibit A-3 hereto.

                                        3



<PAGE>

         "PERSON"  means any natural  person,  firm,  partnership,  association,
corporation or public body.

         "PLEDGED REVENUES" means and shall include:

         (a)   the  Lease  Payments  required  to be made by or on behalf of the
               Lessee  under  this  Agreement,  (but  not the  Sublease)  except
               payments  to (i) the  Trustee  for  services  rendered as Trustee
               under the Indenture and payments to be made to any Co-Trustee for
               services  rendered  under  the  Indenture,   and  (ii)  expenses,
               indemnification  and other payments  required to be made pursuant
               to Sections 5.2 and 6.4 hereof, and

         (b)   any proceeds  which arise with respect to any  disposition of any
               of the property,  money,  securities and interests granted by the
               Issuer to the Trustee under the Granting Clause of the Indenture.

          "PROJECT"  means the  acquisition,  construction  and  equipping  of a
250,000  sq. ft.  facility  for the  manufacture  of store  fixtures  in Douglas
County,  Georgia,  as more fully  described on Exhibit A hereto,  including  the
Leased Land, Building and Leased Equipment.

         "SECRETARY" means the Secretary of the Issuer.

         "SECURITY  DEED" means the Deed to Secure Debt and Security  Agreement,
dated as of  November  1,  1997,  among the  Issuer,  the  Lessee and the Credit
Issuer.

         "STATE" means the State of Georgia.

         "SUBLEASE" means the Sublease, dated as of November 1, 1997 between the
Lessee and the Sublessee.

          "SUBLESSEE" means Abrams Fixture  Corporation,  a Georgia corporation,
or any successor thereto.

          "TRUSTEE" means AmSouth Bank, or any successor trustee appointed under
the Indenture.

         "TRUSTEE  FEES" means the  periodic  fees and  expenses  charged by the
Trustee in order to serve as Trustee under the Indenture.

          "U.C.C."  means  the  Uniform  Commercial  Code of the State as now in
effect or hereafter amended.

         SECTION  1.3.  RULES  OF  CONSTRUCTION.   Unless  the  context  clearly
indicates to the contrary,  the following rules shall apply to the  construction
of this Agreement:

         (a) Capitalized terms used but not defined in this Agreement shall have
the meaning ascribed to them in the Indenture.

         (b) Words importing the singular number shall include the plural number
and vice versa.

         (c) The table of contents,  captions and headings herein are solely for
convenience  of reference only and shall not constitute a part of this Agreement
nor shall they affect its meaning, construction or effect.

         (d) Words of the  masculine  gender  shall be deemed and  construed  to
include  correlative words of the feminine and neuter genders,  and words of the
neuter gender shall be deemed and construed to include  correlative words of the
masculine and feminine genders.

         (e) All references in this Agreement to particular Articles or Sections
are  references  to Articles and Sections of this  Agreement,  unless  otherwise
indicated.

                                       4



<PAGE>
                                   ARTICLE II.

                                 REPRESENTATIONS

         SECTION  2.1.  REPRESENTATIONS  BY THE  ISSUER.  The  Issuer  makes the
following  representations  as the basis for the undertakings on its part herein
contained:

         (a)  ORGANIZATION.  The Issuer is a public body  corporate and politic,
created and validly  existing  pursuant to the provisions of the Act. The Issuer
has been activated as required by the terms of the Development  Authorities law,
its directors have been appointed as provided  therein and are currently  acting
in that capacity,  and a copy of said activating  resolution has been filed with
the  Secretary  of State of the State of Georgia as required by law.  The Issuer
has been created to develop and promote for the public good and general  welfare
trade,  commerce,  industry  and  employment  opportunities  and to promote  the
general welfare of the State of Georgia. The aforementioned  authorities empower
the  Issuer  to issue its  revenue  bonds,  in  accordance  with the  applicable
provisions  of the Revenue Bond Law of the State of Georgia (Ga.  Laws 1937,  p.
761, ET SEQ.), as heretofore or hereafter amended, for the purpose of acquiring,
constructing  and  installing  any  project (as defined in the Act) for lease or
sale to prospective  tenants or purchasers in furtherance of the public purposes
for which it was created.

         (b) AUTHORITY.  The Issuer has all requisite  power and authority under
the Act to (i) issue the Bonds,  (ii) to assist the Lessee in financing the cost
of acquiring,  constructing and equipping the Project, and (iii) enter into, and
perform its obligations under the Issuer Documents.

         (c)  PENDING  LITIGATION.  There are no  actions,  suits,  proceedings,
inquiries  or  investigations  pending,  or  to  the  knowledge  of  the  Issuer
threatened,  against  or  affecting  the  Issuer  in any  court  or  before  any
governmental  authority  or  arbitration  board or tribunal,  which  involve the
possibility of materially and adversely affecting the transactions  contemplated
by the Issuer  Documents or which,  in any way,  would  materially and adversely
affect the validity or  enforceability of the Bonds, the Issuer Documents or any
agreement  or  instrument  to which  the  Issuer is a party and which is used or
contemplated for use in the consummation of the transactions contemplated hereby
or thereby.

         (d) ISSUE,  SALE AND OTHER  TRANSACTIONS ARE LEGAL AND AUTHORIZED.  The
issuance and sale of the Bonds and the  execution  and delivery by the Issuer of
the  Issuer  Documents,  and  the  compliance  by  the  Issuer  with  all of the
provisions of each thereof and of the Bonds (i) are within the purposes,  powers
and  authority of the Issuer,  (ii) have been done in full  compliance  with the
provisions of the Act, are legal and will not conflict with or constitute on the
part of the Issuer a violation of or a breach of or default under,  or result in
the creation of any lien,  charge or encumbrance upon any property of the Issuer
(other than as  contemplated  in the  Indenture)  under the  provisions  of, any
activating  resolution,   by-law,  indenture,  mortgage,  deed  of  trust,  note
agreement or other  agreement or instrument to which the Issuer is a party or by
which the Issuer is bound,  or to the best of Issuer's  knowledge  any  license,
judgment,  decree,  law,  statute,  order,  rule or  regulation  of any court or
governmental  agency or body having  jurisdiction  over the Issuer or any of its
activities or properties,  and (iii) have been duly  authorized by all necessary
corporate action on the part of the Issuer.

         (e) GOVERNMENTAL CONSENTS.  Neither the nature of the Issuer nor any of
its activities or properties,  nor any  relationship  between the Issuer and any
other  person,  nor any  circumstance  in  connection  with the  issue,  sale or
delivery  of any of the Bonds is such as to require  the  consent,  approval  or
authorization  of,  or the  filing,  registration  or  qualification  with,  any
governmental  authority  on the  part  of the  Issuer  in  connection  with  the
execution,  delivery and performance of the Issuer Documents or the issue,  sale
or delivery of the Bonds, other than those already obtained;  provided, however,
no  representation is made as to compliance with any federal or state securities
or "blue sky" law.

         (f) NO  DEFAULTS.  To the best of  Issuer's  knowledge,  no  event  has
occurred  and no  condition  exists  with  respect  to the  Issuer  which  would
constitute  an "event of default" as defined in any of the Issuer  Documents  or
which, with the lapse of time or with the giving of notice or both, would become
such an "event of default."  The Issuer is not in default under the Act or under
any charter instrument, by-law or other agreement or instrument to which it is a
party  or by  which  it is  bound  which  default  would  adversely  affect  the
enforceability or taxability of the Bonds.

                                       5



<PAGE>

         (g) NO PRIOR  PLEDGE.  Neither  this  Agreement  nor any of the Pledged
Revenues  have been  pledged or  hypothecated  in any manner or for any  purpose
other than as  provided  in the  Indenture  as  security  for the payment of the
Bonds.

         (h) NATURE AND LOCATION OF PROJECT.  The  financing of the costs of the
Project,  together with related  expenses,  is  authorized  under the Act, is in
furtherance  of the public  purpose  for which the Issuer was  created  and will
increase employment in the area served by the Issuer.

         (i) LIMITED OBLIGATIONS.  Notwithstanding  anything herein contained to
the  contrary,  any  obligation  the Issuer may hereby  incur for the payment of
money shall not constitute an  indebtedness  of the County or of the State or of
any political subdivision thereof within the meaning of any state constitutional
provision  or  statutory  limitation  and  shall  not give  rise to a  pecuniary
liability of the State or the County or any political  subdivision  thereof,  or
constitute a charge  against the general credit or taxing power of said State or
County or any political subdivision thereof, but shall be limited obligations of
the Issuer payable solely from (i) the Pledged  Revenues,  (ii) revenues derived
from the sale of the Bonds,  and (iii)  amounts on deposit  from time to time in
the Bond Fund,  subject to the  provisions  of this  Agreement and the Indenture
permitting  the  application  thereof  for the  purposes  and on the  terms  and
conditions  set forth herein and  therein.  No officer or director of the Issuer
shall be personally liable on this Agreement or any of the Issuer Documents. The
Issuer has no taxing power.

         SECTION 2.2. NO REPRESENTATION OR WARRANTY BY ISSUER AS TO PROJECT. The
Issuer makes no  representation  or warranty  concerning the  suitability of the
Project  for the  purpose for which it is being  undertaken  by the Lessee.  The
Issuer has not made any independent  investigation  as to the feasibility of the
Project or creditworthiness  of the Lessee, and any bond purchaser,  assignee of
the  Agreement  or any other party with any interest in this  transaction  shall
make its own independent  investigation as to the creditworthiness of the Lessee
and feasibility of the Project,  independent of any representation or warranties
of the Issuer.

         SECTION  2.3.  REPRESENTATIONS  BY THE  LESSEE.  The  Lessee  makes the
following  representations  as the basis for the undertakings on its part herein
contained:

         (a)  ORGANIZATION  AND POWER.  The  Lessee  (i) is a limited  liability
company, duly organized, validly existing and in good standing under the laws of
the State of Georgia,  and (ii) has all  requisite  power and  authority and all
necessary  licenses  and  permits  to own its  properties  and to  carry  on its
business as now being conducted and as presently  proposed to be conducted,  and
(iii)  has  the  power  to  enter  into  this  Agreement  and  the  transactions
contemplated hereby and to perform its obligations hereunder.

         (b) PENDING  LITIGATION.  There are no proceedings  pending,  or to the
knowledge of the Lessee threatened, against or affecting the Lessee in any court
or before any  governmental  authority,  arbitration  board or tribunal which if
adversely  determined,  would  materially and adversely  affect the transactions
contemplated  by the Lessee  Documents or the  Indenture  or which,  in any way,
would  materially  and adversely  affect the  properties,  business,  prospects,
profits or condition  (financial or otherwise) of the Lessee,  or the ability of
the Lessee to perform its obligations under the Lessee Documents.  The Lessee is
not in default  with respect to an order of any court,  governmental  authority,
arbitration board or tribunal.

         (c) AGREEMENTS ARE LEGAL AND AUTHORIZED.  The execution and delivery by
the Lessee of each of the Lessee Documents and the compliance by the Lessee with
all of the provisions  hereof and thereof (i) are within the power of the Lessee
as a limited  liability  company,  (ii) will not conflict  with or result in any
breach of any of the provisions of, or constitute a default under,  or result in
the creation of any lien,  charge or encumbrance upon any property of the Lessee
under the  provisions  of, any  agreement,  articles of  organization,  by-laws,
operating  agreement  or other  instrument  to which the Lessee is a party or by
which it may be bound, or any license,  judgment,  decree, law, statute,  order,
rule  or  regulation  of  any  court  or  governmental  agency  or  body  having
jurisdiction  over the Lessee or any of its activities or properties,  and (iii)
have been duly authorized by all necessary  corporate  action on the part of the
Lessee.

                                       6



<PAGE>

         (d) GOVERNMENTAL CONSENT. Neither the Lessee nor any of its business or
properties,  nor any relationship  between the Lessee and any other person,  nor
any circumstances in connection with the execution,  delivery and performance by
the Lessee of the Lessee Documents or the offer,  issue, sale or delivery by the
Issuer  of  the  Bonds,  is  such  as  to  require  the  consent,   approval  or
authorization  of,  or the  filing,  registration  or  qualification  with,  any
governmental  authority  on the part of the  Lessee  other  than  those  already
obtained;  provided, however, that no representation is made as to any consents,
approvals or  authorizations  required in connection  with the  construction  or
occupancy of the Project.

         (e) NO DEFAULTS.  No event has  occurred  and no condition  exists with
respect to the Lessee that would  constitute an "event of default"  under any of
the  Lessee  Documents  or which,  with the lapse of time or with the  giving of
notice or both,  would become such an "event of  default."  The Lessee is not in
violation in any material  respect of any  articles of  organization,  operating
agreement  or  other  instrument  to  which  it is a party or by which it may be
bound.

         (f) COMPLIANCE WITH LAW. The Lessee is not in violation in any material
way of any laws,  ordinances,  governmental  rules or regulations to which it is
subject and has not failed to obtain any licenses,  permits, franchises or other
governmental  authorizations  necessary to the ownership of its properties or to
the  conduct of its  business,  which  business  consists  solely of leasing and
subleasing the Project,  which  violation or failure to obtain might  materially
and adversely affect the properties,  business, prospects, profits or conditions
(financial or otherwise) of the Lessee.

         (g)  RESTRICTIONS  ON THE  LESSEE.  The  Lessee  is not a party  to any
contract or agreement that materially and adversely  affects the business of the
Lessee.  Except  for the  Credit  Agreement,  the  Lessee  is not a party to any
contract or agreement that restricts the right or ability of the Lessee to incur
or guarantee indebtedness for borrowed money.

         (h)  INDUCEMENT.   The  issuance  of  the  Bonds  by  the  Issuer,  the
acquisition,  construction  and  equipping  of the Project by the Issuer and the
leasing of the  Project by the Issuer to the Lessee  have  induced the Lessee to
locate the Project in the County.  The issuance of the Bonds by the Issuer,  the
acquisition,  construction  and  equipping  of the Project by the Issuer and the
leasing of the  Project by the Issuer to the Lessee  shall  assist the Lessee in
providing employment and industry in the County.

         (i) ESTIMATED TIME OF COMPLETION OF THE PROJECT.  The Lessee  estimates
that the Project will be completed and ready for occupancy by November 1, 1998.

         (j)  LOCATION OF PROJECT.  The Project is located  entirely  within the
geographical boundaries of the County.

                                       7



<PAGE>


                                  ARTICLE III.

                ISSUANCE OF THE BONDS; ACQUISITION, CONSTRUCTION,
                      INSTALLATION AND FINANCING OF PROJECT

          SECTION 3.1. LEASE OF THE PROJECT; AGREEMENT TO ACQUIRE, CONSTRUCT AND
EQUIP THE PROJECT.

         (a) The Issuer  hereby  leases to the  Lessee,  and the  Lessee  hereby
leases  from the  Issuer,  the  Project at the  rental set forth in Section  4.2
hereof and in accordance with the provisions of this Agreement.

         (b)  The  Issuer  has   appointed   the  Lessee  to  proceed  with  the
acquisition,  construction and equipping of the Project, as described in Exhibit
A. The Lessee has  obtained or has caused to be obtained all  licenses,  permits
and consents  required for the  acquisition,  construction  and equipping of the
Project,  obtainable  to date and has no reason to believe it cannot  obtain all
other permits when needed.  The Issuer shall have no responsibility for any such
permits.

         (c) The Issuer agrees that the Building will consist of a manufacturing
facility  which is  described  on Exhibit  A-1 and shall be the  property of the
Issuer  and  subject  to the terms of this  Agreement  and the  other  Permitted
Exceptions.

         (d) The  Lessee  will not take any  action  or fail to take any  action
which would adversely affect the qualification of the Project under the Act.

         SECTION  3.2.  AGREEMENT  TO  ISSUE  BONDS;  APPLICATION  OF  PROCEEDS;
CONSTRUCTION  FUND.  In order to  provide  funds for  payment of the Cost of the
Project, the Issuer shall simultaneously with the execution and delivery hereof,
authorize,  validate, sell and cause to be delivered to the initial purchaser or
purchasers  thereof,  the Bonds,  bearing  interest and maturing as set forth in
Article II of the Indenture,  at a price to be approved by the Lessee and Credit
Issuer.  The  moneys  in the  Construction  Fund  shall be used to  finance  the
acquiring,  constructing  and equipping of the Project and for paying certain of
the costs of issuing the Bonds. The obligation of the Issuer to pay for the Cost
of the Project shall be limited to the proceeds in the Construction Fund derived
from the sale of the Bonds in accordance with the Indenture.

         SECTION 3.3.  ESTABLISHMENT  OF COMPLETION  DATE. The  Completion  Date
shall be  evidenced to the Issuer and the Trustee by a  certificate  in the form
attached hereto as Exhibit C, signed by a Lessee Representative  stating (a) the
Cost of Project,  (b) that the  acquisition,  construction  and equipping of the
Project have been completed  substantially  in accordance  with Section 3.1, and
(c) that, except for amounts retained by the Trustee for the Cost of Project not
then  due  and  payable,  if any,  the  full  Cost of  Project  has  been  paid.
Notwithstanding  the foregoing,  such  certificate  shall state that it is given
without prejudice to any rights against third parties which exist at the date of
such certificate or which may subsequently come into being.

         SECTION  3.4.  LESSEE  REQUIRED TO COMPLETE  PROJECT.  If the  proceeds
derived from the sale of the Bonds issued for such purpose are not sufficient to
pay in full  the  Cost of  Project,  the  Lessee  shall  pay so much of the cost
thereof  as may be in excess  of the  proceeds  of the Bonds and any  investment
income thereon available  therefor.  The Lessee agrees that if, after exhaustion
of the  proceeds  derived  from  the sale of the  Bonds  and  investment  income
thereon,  the Lessee  should pay any portion of the Cost of Project  pursuant to
the  provisions of this Section,  it shall not be entitled to any  reimbursement
therefor  from  the  Issuer  or the  Trustee  nor  shall it be  entitled  to any
abatement, diminution or postponement of its rental payments hereunder.

         SECTION 3.5.  LIMITATION OF ISSUER'S  LIABILITY.  Anything contained in
this  Agreement to the contrary  notwithstanding,  any obligation the Issuer may
incur in connection with the undertaking of the Project for the payment of money
shall not be deemed to  constitute a debt or general  obligation  of the Issuer,
the State or any political subdivision thereof, but shall be payable solely from
the rents,  revenues and receipts  derived by it from this  Agreement,  and from
payments made pursuant to the Credit Facility. No provision in this Agreement or
any obligation  herein  imposed upon the Issuer,  or the breach  thereof,  shall

                                       8




<PAGE>

constitute or give rise to or impose upon the Issuer,  the County,  the State or
any  political  subdivision  thereof a pecuniary  liability or a charge upon its
general  credit or taxing  powers.  No officer or member of the Issuer  shall be
personally liable on this Agreement or any of the Issuer Documents.

         SECTION 3.6. DISCLAIMER OF WARRANTIES. The Lessee recognizes that since
the  Project has been or will be  acquired,  constructed  and  equipped by or on
behalf of the Lessee or the Sublessee on behalf of the Issuer and by contractors
and suppliers  selected by the Lessee or the  Sublessee,  NEITHER THE ISSUER NOR
THE TRUSTEE  MAKES ANY  REPRESENTATION  OR  WARRANTY,  EXPRESS OR IMPLIED,  WITH
RESPECT TO THE  MERCHANTABILITY,  CONDITION  OR  WORKMANSHIP  OF ANY PART OF THE
PROJECT OR ITS SUITABILITY FOR THE PURPOSES OF THE LESSEE OR THE EXTENT TO WHICH
PROCEEDS  DERIVED FROM THE SALE OF THE BONDS WILL PAY THE COST TO BE INCURRED IN
CONNECTION THEREWITH.

         SECTION 3.7.  PAYMENTS FROM  CONSTRUCTION  FUND.  The Trustee shall use
moneys in the  Construction  Fund solely to pay the Cost of Project.  Before any
payment shall be made from the Construction  Fund, there shall be filed with the
Trustee:

         (a) A requisition,  in the form attached hereto as Exhibit B, signed by
a Lessee  Representative  and  approved  in  writing by an officer of the Credit
Issuer,  stating to whom the payment is to be made,  the amount of payment,  the
purpose in reasonable  detail for which the  obligation to be paid was incurred,
and that the  obligation  stated on the  requisition  has been  incurred  by the
Lessee in or about the  acquisition,  construction  or equipping of the Project,
each item is a proper charge  against the  Construction  Fund and the obligation
has not been the basis for a prior  requisition  which has been  paid,  together
with  a  certificate  attached  to  such  requisition  and  signed  by a  Lessee
Representative stating that:

               (1)    there has been  received  no  written  notice of any lien,
                      right to lien or attachment  upon, or claim  affecting the
                      right  of the  payee to  receive  payment  of,  any of the
                      moneys  payable  under  such  requisition  to  any  of the
                      persons, firms, or corporation named therein;

               (2)    such requisition contains no items representing payment on
                      account of any  percentage  entitled to be retained at the
                      date of the certificate; and

               (3)    no Event of Default  hereunder  or under the  Indenture or
                      event  which  after  notice or lapse of time or both would
                      constitute  an Event of  Default  hereunder  or under  the
                      Indenture has occurred and not been waived or cured.

         (b)  An  invoice  or  other  appropriate  evidence  of  the  obligation
described in the requisition required by subsection (a) above.

         Upon receipt of each such requisition and accompanying certificate, the
Trustee shall make payment from the  Construction  Fund in accordance  with such
requisition.

         SECTION 3.8.  INVESTMENT OF FUNDS.  Any moneys held in the Bond Fund or
the  Construction  Fund or any other fund created under the  Indenture  shall be
invested  or  reinvested  by the  Trustee  as set forth in  Section  4.07 of the
Indenture,  to the extent permitted by law, or in the Permitted  Investments (as
defined in the  Indenture),  at the telephonic or oral  direction  (confirmed in
writing) of the Lessee  Representative.  All such investments shall at all times
be a part of the fund (the  Construction  Fund, the Bond Fund or such other fund
created under the  Indenture,  as the case may be) from where the moneys used to
acquire  such  investments  shall have come,  and all income and profits on such
investments  shall be credited to, and losses thereon shall be charged  against,
such fund.

         SECTION 3.9.  DEPOSITORIES  OF MONEYS AND  SECURITY  FOR  DEPOSIT.  All
moneys  received  by the Issuer in  connection  with the  issuance  of the Bonds
(other than for its fees and  expenses)  shall be deposited in the  Construction
Fund created under the Indenture.  All such moneys deposited shall be applied in
accordance with the terms and for the purposes herein set forth and shall not be
subject to lien or attachment by any creditor of the Issuer.

                                       9



<PAGE>

         SECTION 3.10.  WARRANTY OF TITLE. The Issuer for itself, its successors
and  assigns,  based  solely on the Title  Insurance  Policy to be  delivered by
Commonwealth  Land  Title  Insurance  Company,  represents  that it has good and
marketable fee simple title in and to the Leased Land free from all encumbrances
except Permitted Exceptions.  Upon the execution and delivery of this Lease, the
Issuer  agrees  that it will  furnish to the  Lessee an opinion of the  Issuer's
Counsel given in reliance on the Title Insurance Policy, stating that the Issuer
holds such title in and to the Leased Land.

         SECTION 3.11. QUIET  ENJOYMENT.  The Issuer warrants and covenants that
it will defend the Lessee at the  Lessee's  expense  (except as to claims by the
Issuer) in the quiet enjoyment and peaceable  possession of the Leased Land, and
all  appurtenances  thereto  belonging,  including the  Building,  free from all
claims of all persons  whomsoever,  throughout  the Lease  Term,  so long as the
Lessee shall perform the covenants, conditions and agreements to be performed by
it hereunder,  or so long as the period for remedying any failure of performance
shall not have expired.

                                       10



<PAGE>


                                   ARTICLE IV.

                             PROVISIONS FOR PAYMENT

         SECTION 4.1. EFFECTIVE DATE OF THIS AGREEMENT;  DURATION OF LEASE TERM;
DELIVERY AND ACCEPTANCE OF POSSESSION.

         (a) This  Agreement  shall become  effective  upon its delivery and the
leasehold  interest created by this Agreement shall then begin,  and, subject to
the other  provisions of this Agreement,  shall expire at midnight on October 1,
2018.

         (b) The  Issuer  agrees to deliver  to the  Lessee  sole and  exclusive
possession of the Project  (subject to the right of the Trustee to enter thereon
for inspection  purposes and to other provisions  hereof) on the date of initial
issuance of the Bonds and the Lessee hereby accepts possession of the Project.

         SECTION 4.2. RENTS AND OTHER AMOUNTS PAYABLE.

         (a) The Lessee agrees (i) except as provided in subsection  (b) of this
Section,  to make prompt payment to the Trustee,  as assignee and pledgee of the
Issuer,  and as rent for the Project,  for deposit in the Bond Fund, the amounts
which are necessary to pay the principal and Purchase Price of, premium, if any,
or interest on the Bonds (whether at maturity,  upon redemption or acceleration,
or  otherwise)  when and as the same shall be due and  payable.  All such rental
payments shall be made to the Trustee at its principal office in lawful money of
the  United  States  of  America,  except as may be  otherwise  agreed to by the
Trustee.

         (b) In order to provide for the rental payments  required in subsection
(a) of this  Section,  the Lessee  shall cause the Credit  Issuer to deliver the
Credit  Facility  to the  Trustee  simultaneously  with the  original  issue and
delivery  of the Bonds,  and hereby  authorizes  and directs the Trustee to draw
moneys  under the Credit  Facility  in  accordance  with the  provisions  of the
Indenture to the extent necessary to make the payments of principal and purchase
price of, and  interest on the Bonds as and when the same become due. The Lessee
shall receive as a credit against its rental obligations described in subsection
(a) of this  Section all  payments  made by the Credit  Issuer  under the Credit
Facility and all other amounts described in Section 3.08(a) of the Indenture.

         (c) If the  Lessee  should  fail to  make  any of the  rental  payments
required in subsection  (a) and (b) above,  the rental  payment which the Lessee
has failed to make shall  continue as an obligation of the Lessee until the same
shall have been fully paid,  and the Lessee agrees to pay the same with interest
thereon at the rate per annum borne by the Bonds until paid in full.

         (d) In  addition,  the Lessee  agrees to pay any costs of  issuing  the
Bonds that are not paid with the proceeds of the sale of the Bonds by depositing
the same with the  Trustee.  Said monies  shall be  disbursed  by the Trustee in
accordance with written instructions from the Lessee.

         (e) Anything  herein,  in the Indenture or in the Bonds to the contrary
notwithstanding, the obligations of the Lessee hereunder shall be subject to the
limitation that payments  constituting  interest under this Section shall not be
required  to the extent  that the  receipt of such  payment by the holder of any
Bond would be contrary to the  provisions of law applicable to such holder which
limit the maximum  rate of interest  which may be charged or  collected  by such
holder.

         SECTION 4.3.   CREDIT FACILITY; ALTERNATE CREDIT FACILITY.

         (a) The Credit Facility  delivered to the Trustee  simultaneously  with
the  original  issuance  and delivery of the Bonds  constitutes  an  irrevocable
obligation  of the Credit  Issuer to pay to the  Trustee,  upon  request  and in
accordance  with the terms thereof,  up to an amount equal to the sum of (i) the
principal  amount of the Bonds  then  outstanding  plus (ii) an amount  equal to
interest for 36 days on the principal  amount of each Bond then  outstanding  at
the rate of fifteen percent (15%) per annum.

                                       11



<PAGE>

         (b) The Lessee  shall have the option  from time to time to provide the
Trustee with an Alternate  Credit  Facility in accordance with the provisions of
Section 3.08(e) of the Indenture. If at any time there shall have been delivered
to the Trustee an Alternate Credit  Facility,  together with the other documents
and  opinions  required by Section  3.08(e) of the  Indenture,  then the Trustee
shall  accept  such  Alternate  Credit  Facility  and  promptly   surrender  the
previously  held Credit  Facility to the issuer  thereof  for  cancellation,  in
accordance  with the terms of such Credit  Facility.  If at any time there shall
cease to be any  Bonds  outstanding  under  the  Indenture,  the  Trustee  shall
promptly surrender the Credit Facility to the issuer thereof, in accordance with
the terms of such Credit Facility,  for  cancellation.  The Trustee shall comply
with the procedures set forth in the Credit Facility relating to the termination
thereof.

         SECTION 4.4.  ADDITIONAL  RENT. The Lessee shall also pay as Additional
Rent  hereunder,  to the persons  entitled  thereto,  until the principal of and
interest  on the Bonds shall have been fully paid or  provision  for the payment
thereof shall have been made in accordance with the provisions of the Indenture:
(i) the  fees  and  charges  of the  Trustee  incurred  in  connection  with the
rendering  of its  ordinary  and  extraordinary  services  as Trustee  under the
Indenture,  as and when the same become due,  including the reasonable  fees and
expenses of its Counsel, (ii) the fees and expenses of the Remarketing Agent for
serving as Remarketing  Agent for the Bonds,  including the reasonable  fees and
expenses  of  its  Counsel,  and  any  other  amounts  due  and  payable  to the
Remarketing Agent under the Remarketing  Agreement,  (iii) the fees and expenses
of the Rating Agency for issuing and  maintaining  its securities  rating on the
Bonds,   if  any,  (iv)  [the  Issuer's   Fee,]  the   out-of-pocket   expenses,
administrative expenses and Counsel fees of the Issuer and Bond Counsel, (v) all
utility rents and charges  incurred in  connection  with the Project or any part
thereof,  (vi)  charges  for  the  operation  and  maintenance  of the  Project,
including, but not limited to, sanitation,  repair, electricity,  gas, security,
and other items deemed necessary for the efficient operation of the Project, and
(vii) any and all taxes and assessments or other governmental  charges which may
be lawfully taxed,  charged,  levied or assessed against the Project or any part
thereof or the revenues derived therefrom including any new taxes and assessment
not of the kind enumerated  above to the extent that the same are lawfully made,
levied,  charged or assessed  in lieu of or in addition to taxes or  assessments
now customarily levied against real or personal property,  and further including
all water and sewer charges,  assessments and other general governmental charges
and impositions whatsoever,  foreseen or unforeseen,  which if not paid when due
would impair the  security of the Bonds or encumber  the  Issuer's  title to the
Project.  The Lessee may, without  constituting  grounds for an Event of Default
hereunder,  withhold  payment of any such fees and  charges of the  Trustee,  to
contest  in good  faith the  necessity  for any  extraordinary  services  of the
Trustee and the reasonableness of any extraordinary  expenses of the Trustee. If
the Lessee should fail to make any payment of  Additional  Rent required in this
Section,  the Additional Rent which the Lessee has failed to make shall continue
as an obligation  of the Lessee until the same shall have been fully paid,  with
interest thereon at the rate per annum borne by the Bonds until paid in full.

         SECTION 4.5.  OBLIGATIONS  OF THE LESSEE  ABSOLUTE  AND  UNCONDITIONAL.
Subject to the provisions of Section 6.5 hereof,  the  obligations of the Lessee
to make or to cause  (pursuant  to the  Credit  Facility)  to be made the rental
payments  required in Sections  4.2 and 4.4 and to perform and observe the other
agreements on its part contained herein shall be absolute and  unconditional and
shall not be  subject to  diminution  by  set-off,  counterclaim,  abatement  or
otherwise by reason of any action or inaction of the Trustee,  the Issuer or any
third party. Until such time as the principal of, and the interest on, the Bonds
shall have been paid in full, the Lessee (a) will not suspend or discontinue any
rental  payments  provided  for in Sections 4.2 and 4.4 except to the extent the
same have been  prepaid,  (b) will perform and observe all its other  agreements
contained herein,  and (c) except as provided in Article VII, will not terminate
this Agreement for any cause, including,  without limiting the generality of the
foregoing,   any  acts  or   circumstances   that  may  constitute   failure  of
consideration,  sale, loss, eviction or constructive eviction, destruction of or
damage to the Project,  condemnation,  commercial  frustration  of purpose,  any
change in the tax or other laws of the United  States of America or of the State
or any political  subdivision of either, or any failure of the Issuer to perform
and observe any agreement, whether express or implied, or any duty, liability or
obligation  arising  out of or in  connection  herewith  or with the  Indenture.
Notwithstanding  the  foregoing,  the  obligation of the Lessee to make payments
hereunder shall be satisfied and discharged to the extent moneys are received by
the Trustee pursuant to the Credit Facility.  Nothing  contained in this Section
shall be  construed  to release  the Issuer from the  performance  of any of the
agreements  on its part  herein  contained;  and if the  Issuer  should  fail to
perform any such  agreement,  the Lessee may institute  such action  against the

                                       12



<PAGE>

Issuer as the Lessee may deem  necessary to compel  performance  so long as such
action shall not impair the agreements on the part of the Lessee hereunder.

         Nothing  contained  herein shall be construed as a waiver of any rights
which the Lessee may have  against the Issuer under this  Agreement,  or against
any person  under this  Agreement,  the  Indenture  or  otherwise,  or under any
provision of law; provided,  however, that the Lessee shall pursue any rights or
remedies against the Issuer,  the Trustee,  any Bondholder or any third party in
connection herewith, or in connection with the Indenture,  the Lessee Documents,
the Credit  Issuer  Documents  or  otherwise  relating to the Bonds and security
therefor only in a separate action, and not by way of any set-off, counterclaim,
cross-claim  or third party  action in any suit brought to enforce the rights of
the bondholders,  the Trustee or the Issuer under this Agreement, the Indenture,
the Lessee  Documents,  the Credit  Issuer  Documents or otherwise in connection
herewith;  and  provided  further,  that in order to  preserve  the right of the
Lessee to raise such issues in any separate suit, any claim of the Lessee which,
but  for  this  Section  4.5,  would  be a  compulsory  counterclaim,  shall  be
identified as such in the first  responsive  pleading filed by the Lessee to any
action brought by the Issuer, Trustee, any Bondholder or any person.

         SECTION 4.6. LESSEE CONSENT TO ASSIGNMENT OF AGREEMENT AND EXECUTION OF
INDENTURE.  The Lessee acknowledges and agrees that the Issuer will, pursuant to
the Indenture and as security for the payment of the principal of,  premium,  if
any, and the interest on the Bonds, assign and pledge to the Trustee, and create
a security interest in favor of the Trustee in certain of its rights,  title and
interest in and to this Agreement  (including all Pledged  Revenues)  reserving,
however,  the Reserved Rights; and the Lessee hereby agrees and consents to such
assignment and pledge.  The Lessee  acknowledges  that it has received a copy of
the Indenture and consents to the execution of the same by the Issuer; provided,
however, such consent does not constitute a representation as to the accuracy of
any representations or warranties made thereunder.

         SECTION 4.7. LESSEE'S  PERFORMANCE UNDER INDENTURE.  The Lessee agrees,
for the  benefit  of the  Bondholders,  to do and  perform  all acts and  things
contemplated in the Indenture to be done or performed by it.

         SECTION 4.8. INTEREST RATE DETERMINATION  METHOD. The Lessee,  with the
consent of the Credit Issuer, is hereby granted the right to designate from time
to time (i) changes in the Interest Rate Determination  Method in the manner and
to the extent set forth in Section 2.04 of the  Indenture and (ii) the length of
the  Medium-Term  Rate Period or the Maximum Term Rate,  as  applicable,  in the
manner and to the extent set forth in Section 2.03(e) of the Indenture.

         SECTION 4.9. PREPAYMENTS.  The Lessee may prepay all or any part of the
Lease Payments required to be paid by it under this Agreement,  at the times and
in the amounts  provided in Article VII for redemption of the Bonds,  and in the
case of  mandatory  redemptions  of the  Bonds,  the  Lessee  shall  cause to be
furnished  to the Issuer such amounts on or prior to the  applicable  redemption
dates. Prepayment of amounts due hereunder pursuant to this Section 4.9 shall be
deposited in the Bond Fund.

                                       13



<PAGE>


                                   ARTICLE V.

                              PARTICULAR AGREEMENTS

         SECTION 5.1.   MAINTENANCE,  OPERATION,  MODIFICATION  AND  INSURING OF
PROJECT; NO OPERATION OF PROJECT BY ISSUER.

         (a)  Throughout  the Lease Term,  the Lessee  shall at its own expense,
maintain  and operate all  portions of the Project  during their useful lives or
until they are  replaced  with  facilities  necessary in their  operation.  This
Agreement does not prevent the Lessee from merging or consolidating with another
entity as permitted by Section  5.3. The Lessee  further  agrees that it will at
its own expense keep the Project  properly  insured  against loss or damage from
such perils  usually  insured  against by  businesses  operating  or owning like
properties  and  maintain  public  liability  insurance  and all  such  worker's
compensation or other similar  insurance as may be required by law.  Evidence of
such  insurance  will be  furnished  to the  Issuer,  the Trustee and the Credit
Issuer upon  request.  Nothing  contained in this  Agreement  shall be deemed to
authorize  or  require  the  Issuer to operate  the  Project  or to conduct  any
business enterprise in connection therewith.

         (b) The Lessee may from time to time, in its sole discretion and at its
own expense,  but subject to the  provisions of Section 5.9, make any additions,
modifications  or  improvements  to  the  Project,   including  installation  of
machinery,  equipment,  and  related  property,  which  it may  deem  desirable;
provided  that  all  such  additions,  modifications  and  improvements  do  not
adversely affect the structural integrity of the Building and are located wholly
within  the  boundary  lines  of the  Leased  Land.  With the  exception  of any
machinery,  equipment and related  property  which shall be  transferred  to the
Issuer  at the  option  of the  Lessee  pursuant  to  Section  5.9  hereof,  all
machinery,  equipment  and related  property  owned and  installed by the Lessee
which is not  financed  with Bond  proceeds,  shall be the sole  property of the
Lessee in which  neither the Issuer nor the Trustee  shall have any interest and
may be modified or removed at any time while the Lessee is not in default  under
this  Lease;  provided  that  any  damage  to the  Project  occasioned  by  such
modification  or removal  shall be  repaired  by the Lessee at its own  expense.
Furthermore,  all machinery,  equipment and related property owned and installed
by the  Sublessee  which is neither  owned by the Lessee nor financed  with Bond
proceeds,  shall be and remain the sole  property of Sublessee in which  neither
the  Issuer,  the  Trustee  nor the Lessee  shall have any  interest  and may be
modified or removed at any time while the  Sublessee is not in default under the
Sublease.

         SECTION   5.2.   ISSUER'S   AND   TRUSTEE'S   EXPENSES;   RELEASE   AND
INDEMNIFICATION  PROVISIONS.  The Lessee agrees, whether or not the transactions
contemplated by the Lessee Documents and the Indenture shall be consummated,  to
indemnify  and  hold  harmless  the  Issuer  and  its  officers,  commissioners,
directors,  officials,  employees and agents,  including the Trustee, counsel to
the Issuer and  financial  advisor to the Issuer  (any and all of the  foregoing
being hereinafter  referred to as the "Indemnified  Persons"),  from and against
any and all claims, actions, suits, proceedings,  expenses,  judgments, damages,
penalties, fines, assessments,  liabilities,  charges or other costs (including,
without limitation, all attorneys' fees and expenses incurred in connection with
enforcing  this Agreement or collecting any rents due hereunder and any claim or
proceeding or any investigation in connection  therewith) relating to, resulting
from or in  connection  with (i) any cause  whatsoever  in  connection  with the
Project, including,  without limitation, the acquisition,  design, construction,
installation,  equipping, operation, maintenance or use thereof or the financing
thereof  including  any  expenses  arising  from the failure to make  payment of
principal  and interest on the Bonds;  (ii) any act or omission of the Lessee or
any of its agents, contractors,  servants, employees or licensees, in connection
with  the  Project;  (iii)  the  issuance  and  sale of the  Bonds,  and  (iv) a
misrepresentation  or breach of warranty by the Lessee hereunder or under any of
the Lessee  Documents,  or any  violation by the Lessee of any of its  covenants
hereunder  or  under  any of the  other  Lessee  Documents.  This  indemnity  is
effective only with respect to any loss incurred by the Indemnified  Persons not
due to willful  misconduct,  gross negligence,  or bad faith on the part of such
Indemnified  Persons.  In case any action or proceeding shall be brought against
one or more of the Indemnified  Persons and in respect of which indemnity may be
sought as provided herein,  such Indemnified Person or Indemnified Persons shall
promptly  notify the Lessee in writing and the Lessee shall promptly  assume the
defense thereof,  including the employment of counsel reasonably satisfactory to
such Indemnified Person or Indemnified Persons,  payment of all expenses and the
right to  negotiate  and  consent to  settlement;  but the failure to notify the
Lessee as provided  herein shall not relieve the Lessee from any liability  that
it may  have  (i)  under  this  Section,  so long as the  Lessee  is  given  the

                                       14


<PAGE>
reasonable  opportunity to defend such claim, and (ii) otherwise than under this
Section.  Any one or more of the  Indemnified  Persons  shall  have the right to
employ  separate  counsel in any such action and to  participate  in the defense
thereof,  but the  reasonable  fees and expenses of such counsel shall be at the
expense  of such  Indemnified  Persons  or  Indemnified  Persons  unless (x) the
employment  of such counsel has been  specifically  authorized in writing by the
Lessee,  (y) the named  parties  to any such  action  (including  any  impleaded
parties)  include  both the Lessee and such  Indemnified  Person or  Indemnified
Persons and  representation  of both the Lessee and such  Indemnified  Person or
Indemnified  Persons by the same counsel would be inappropriate due to actual or
potential  differing  interests  between them, or (z) the Indemnified  Person or
Indemnified  Persons have been  advised  that one or more legal  defenses may be
available  to any or all of them  which may not be  available  to the  Lessee in
which case the Lessee  shall not be  entitled to assume the defense of such suit
notwithstanding  its  obligation  to bear the fees and expenses of such counsel.
The Lessee shall not be liable for any  settlement  of any such action  effected
without its  consent,  but if settled  with such  consent or if there is a final
judgment  in any such  action  with or without  consent,  the  Lessee  agrees to
indemnify and hold harmless the Indemnified  Person or Indemnified  Persons from
and against any loss by reason of such  settlement  or judgment,  subject to the
limitations set forth above.  Notwithstanding  the foregoing,  this indemnity is
not intended and does not pertain to principal,  Purchase  Price and interest on
the Bonds.

         The provisions of this Section shall survive the Lease Term.

         SECTION  5.3.   MAINTENANCE  OF  EXISTENCE.   The  Lessee  agrees  that
throughout the Lease Term it shall maintain its existence as a limited liability
company  organized under the laws of the State of Georgia and shall not merge or
consolidate  with any  other  entity  and shall not  transfer  or convey  all or
substantially all of its property, assets and licenses;  provided,  however, the
Lessee may,  with the written  consent of the Issuer and without  violating  any
provision hereof,  consolidate with or merge into another domestic entity (I.E.,
an entity  existing  under the laws of one of the states of the United States of
America or the  District  of  Columbia)  or permit  one or more  other  domestic
entities to consolidate  with or merge into it, or transfer all or substantially
all of its assets to another domestic entity, but only on the condition that

         (a)   the  assignee  entity or the entity  resulting  from or surviving
               such  merger (if other than the Lessee) or  consolidation  or the
               entity  to which  such  transfer  is made  expressly  assumes  in
               writing  and agrees to perform  all of the  Lessee's  obligations
               hereunder  and under the Credit  Issuer  Documents  and the other
               Lessee Documents,

         (b)   in connection  with any such  consolidation,  merger or transfer,
               the Credit  Issuer  shall  expressly  ratify and affirm  that the
               Credit Facility remains in full force and effect, and

         (c)   the  surviving  entity shall  preserve and keep in full force and
               effect all licenses and permits  necessary to the proper  conduct
               of its business.

         SECTION 5.4. ANNUAL AUDIT. The Lessee agrees to cause the annual report
of the Credit Issuer (or its holding  company)  furnished to the stockholders of
the Credit  Issuer (or its holding  company) to be  furnished  to the Trustee as
soon as practicable after it is furnished to the Credit Issuer's (or its holding
company's)  shareholders  and upon request to furnish such annual  report to any
bondholder  who shall have filed his name and  address  with the Trustee for the
purpose of receiving  such annual  report and whose name and address  shall have
been transmitted to the Lessee by the Trustee.

         SECTION 5.5.  AGREEMENT  OF ISSUER NOT TO ASSIGN OR PLEDGE.  Except for
the Issuer's assignment and pledge of the Security, as defined in the Indenture,
and its  conveyance  of security  title to the Project  pursuant to the Security
Deed,  the Issuer  agrees  that it will not attempt to further  assign,  pledge,
transfer  or convey its  interest  in or create any  assignment,  pledge,  lien,
charge or  encumbrance  of any form or nature with respect to the Project or any
of the  property,  moneys,  securities  and rights  granted by the Issuer to the
Trustee under the Granting Clause of the Indenture.

         SECTION 5.6.  REDEMPTION  OF BONDS.  The Issuer or the Trustee,  at the
request  at any time of the Lessee  and if the same are then  redeemable,  shall
forthwith take all steps that may be necessary  under the applicable  redemption

                                       15


<PAGE>
provisions  of the  Indenture to effect  redemption of all or any portion of the
Bonds,  as may be specified by the Lessee,  on the earliest  redemption  date on
which such redemption may be made under such  applicable  provisions or upon the
date set for the  redemption  by the Lessee  pursuant to Article VII. As long as
the Lessee is not in default  hereunder  and the Issuer is not obligated to call
Bonds pursuant to the terms of the Indenture, neither the Issuer nor the Trustee
shall redeem any Bond prior to its stated maturity unless  requested to do so in
writing by the Lessee.

         SECTION 5.7.  REFERENCE  TO BONDS  INEFFECTIVE  AFTER BONDS PAID.  Upon
Payment in Full of the Bonds and of all fees and  charges of the Trustee and the
Remarketing  Agent, all references  herein to the Bonds and the Trustee shall be
ineffective  and neither  the Issuer,  the Trustee nor the holders of any of the
Bonds shall  thereafter have any rights  hereunder and,  subject to Article VIII
the Lessee  shall have no further  obligation  hereunder,  saving and  excepting
those that shall have theretofore vested and any right of any Indemnified Person
(as defined in Section 5.2) to  indemnification  under Section 5.2,  which right
shall survive the payment of the Bonds and the  termination  of this  Agreement.
Reference  is hereby  made to  Article V of the  Indenture  which sets forth the
conditions  upon the  existence or  occurrence  of which  Payment in Full of the
Bonds shall be deemed to have been made.

         SECTION  5.8.  ASSIGNMENT,  SALE OR LEASE OF  PROJECT.  The  Lessee may
assign or otherwise transfer its interest in this Agreement and may sublease the
Project  provided  that  (i) if the  Sublessee  is  other  than a  wholly  owned
subsidiary  of Abrams  Industries,  Inc.  or a  subsidiary  thereof  the written
consent of the Issuer is obtained,  (ii) the purchaser,  sublessee or transferee
in  such  transaction  shall  be  bound  by the  terms  and  provisions  of this
Agreement,  and (iii) such  transaction  shall not affect the  liability  of the
Credit Issuer under the Credit Facility.

         SECTION 5.9. REMOVAL OF LEASED EQUIPMENT. The Issuer shall not be under
any obligation to renew, repair or replace any inadequate,  obsolete,  worn out,
unsuitable,  undesirable,  inappropriate or unnecessary  Leased Equipment to the
extent any Leased  Equipment  exists at the  Project.  If the Lessee in its sole
discretion  determines  that any such  items of  Leased  Equipment  have  become
inadequate,  obsolete,  worn  out,  unsuitable,  undesirable,  inappropriate  or
unnecessary for its purposes at such time, the Lessee may remove such items from
the Building and the Leased Land and (on behalf of the Issuer) sell, trade-in or
otherwise dispose of them (as a whole or in part) without any  responsibility or
accountability to the Issuer or the Trustee  therefor,  provided that the Lessee
shall either:

         (a)   substitute  (either by direct  payment of the costs thereof or by
               advancing  to the  Issuer  the  moneys  necessary  therefor)  and
               install  anywhere  in the  Building  or on the Leased  Land other
               machinery,  equipment or related  property having similar utility
               (but not  necessarily  having the same  function or value) in the
               operation  of  the  Building  as  a  modern  industrial  facility
               (provided  such  removal  and   substitution   shall  not  impair
               operating unity), all of which substituted  machinery,  equipment
               or related  property shall be free of all liens and  encumbrances
               (other than Permitted  Exceptions) but shall become a part of the
               Leased Equipment; or

         (b)   not make any such  substitution  and  installation,  provided (i)
               that in the case of the sale of any such machinery,  equipment or
               related  property  to anyone  other than itself or in the case of
               the  scrapping  thereof,  the Lessee shall pay into the Bond Fund
               the proceeds  from such sale or the scrap value  thereof,  as the
               case  may be,  (ii)  that in the  case  of the  trade-in  of such
               machinery,  equipment or related  property  for other  machinery,
               equipment or related property not to be installed in the Building
               or on the Leased  Land,  the Lessee  shall pay into the Bond Fund
               the amount of the credit  received  by it in such  trade-in,  and
               (iii)  that  in the  case  of the  sale  of any  such  machinery,
               equipment or related property to the Lessee or in the case of any
               other  disposition  thereof,  the Lessee  shall pay into the Bond
               Fund  an  amount  equal  to  the   original   cost  thereof  less
               depreciation  at rates  calculated in accordance  with  generally
               accepted accounting principles.

The removal from the Project of any portion of the Leased Equipment  pursuant to
the provisions of this Section shall not entitle the Lessee to any diminution in
or  postponement  or abatement of the amount of the rents  payable under Section
4.2 hereof.

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<PAGE>
         The Lessee  shall  report to the Trustee and the Board of  Assessors of
the County each such removal, substitution,  sale, trade-in or other disposition
of Leased Equipment and shall pay to the Trustee such amounts as are required by
the  provisions of the preceding  subsection (b) of this Section to be paid into
the Bond Fund promptly after the sale,  trade-in or other disposition  requiring
such  payment;  provided,  however,  that no such payment or report need be made
until the  amount  with  respect  to items not  replaced  on account of all such
sales,  trade-ins or other  dispositions  and not previously  paid aggregates at
least $2,000,000.  The Lessee shall not remove or permit the removal of any item
of Leased Equipment except in accordance with the provisions of this Section.

         The  Lessee  shall  deliver  to  the  Issuer   appropriate   documents,
including,  but not limited to bills of sale,  conveying  to the Issuer title to
any machinery, equipment or related property installed or placed in the Building
or on the Leased Land pursuant to this Section,  and upon request of the Lessee,
the  Issuer  shall  deliver  and cause or direct  the  Trustee to deliver to the
Lessee  appropriate  documents  conveying  to the Lessee  title to any  property
removed  from the  Building  or the Leased  Land  pursuant  to this  Section and
releasing  the same from the lien of the  Indenture  and  canceling any security
interest with respect  thereto.  The Lessee shall take or cause to be taken such
action,  if any, as may be necessary to perfect a security interest with respect
to any property  placed in the  Building or on the Leased Land  pursuant to this
Section.

         SECTION 5.10. TAXES,  OTHER  GOVERNMENTAL  CHARGES AND UTILITY CHARGES.
The Issuer and the Lessee  acknowledge that under present law no part of the fee
simple  title in and to the  Project  owned by the Issuer  will be subject to ad
valorem  taxation  by the  State  of  Georgia  or by  any  political  or  taxing
subdivision  thereof, and that under present law the income and profits (if any)
of the Issuer  from the  Project  are not  subject to either  Federal or Georgia
taxation. The Lessee shall pay, as the same become lawfully due and payable, (i)
all taxes and  governmental  charges of any kind whatsoever upon or with respect
to the  interest  held by the  Lessee  under  this  Lease,  (ii) all  taxes  and
governmental  charges of any kind whatsoever upon or with respect to the Project
or any  machinery,  equipment  or related  property  installed or brought by the
Lessee  therein or thereon  (including,  without  limiting the generality of the
foregoing, any taxes levied upon or with respect to the income or profits of the
Issuer from the Project which,  if not paid,  will become a charge on the rents,
revenues  and  receipts  from the Project  prior to or on a parity with the lien
thereon and the pledge or assignment thereof created and made in the Indenture),
(iii) all utility and other charges incurred in the operation, maintenance, use,
occupancy  and  upkeep of the  Project,  and (iv) all  assessments  and  charges
lawfully  made by any  governmental  body for  public  improvements  that may be
secured  by a lien on the  Project;  provided,  that  with  respect  to  special
assessments  or  other  governmental  charges  that  may  lawfully  be  paid  in
installments  over a period of years,  the Lessee shall be obligated to pay only
such installments as are required to be paid during the Lease Term.

         The Lessee may, at its own expense and in its own name and behalf or in
the name and  behalf  of the  Issuer,  in good  faith  contest  any such  taxes,
assessments and other charges and, in the event of any such contest,  may permit
the taxes,  assessments  and other  charges so contested to remain unpaid during
the period of such  contest  and any appeal  therefrom  unless the  Issuer,  the
Credit  Issuer or the Trustee  shall notify the Lessee  that,  in the opinion of
Independent  Counsel,  by nonpayment of any such items the lien and/or  security
interest  afforded by the  Indenture as to any part of the Project or the rents,
revenues or receipts  derived from the Project will be materially  endangered or
the Project or any part thereof will be subject to loss or forfeiture,  in which
event such taxes,  assessments  or charges  shall be paid  promptly.  The Issuer
shall cooperate  fully with the Lessee in any such contest.  If the Lessee shall
fail to pay any of the  foregoing  items  required by this Section to be paid by
the Lessee,  the Issuer or the Trustee may (but shall be under no obligation to)
pay the same and any amounts so  advanced  therefor by the Issuer or the Trustee
shall  become an  additional  obligation  of the  Lessee to the one  making  the
advancement,  which amounts,  together with interest  thereon at the rate of ten
per centum (10%) per annum from the date thereof, the Lessee agrees to pay.

         SECTION 5.11.  COMPLIANCE WITH CREDIT  AGREEMENT AND SECURITY DEED. The
Lessee  hereby  covenants  and agrees that it will comply with all covenants and
obligations applicable to it in the Credit Agreement from time to time in effect
or, if the Credit  Agreement  is  terminated  prior to the  termination  of this
Agreement,  the  Lessee  agrees to comply  with all  covenants  and  obligations
applicable to it in the Credit Agreement as in effect  immediately  prior to the
termination  thereof until the  termination of this Agreement and the payment of

                                       17


<PAGE>
the Lessee's  obligation  hereunder.  Issuer and Lessee  covenant to comply with
their respective covenants and obligations in the Security Deed.

         SECTION 5.12.  INSPECTION OF PROJECT. The Issuer, the Trustee and their
duly  authorized  agents shall have the right at all  reasonable  times to enter
upon any part of the  premises of the Lessee at which the Project is located and
examine and inspect the same as may be  reasonably  necessary for the purpose of
determining  whether  the Lessee is in  compliance  with its  obligations  under
Section 5.1 or in the event of failure of the Lessee to perform its  obligations
under Section 5.1, and the Issuer,  the Trustee and their duly authorized agents
shall  also  have the right at all  reasonable  times to  examine  the books and
records  of  the  Lessee  insofar  as  such  books  and  records  relate  to the
acquisition, construction, installation and maintenance of the Project.

         SECTION 5.13.  PROJECT LIST.  The Lessee shall  maintain at the Project
site a list  setting  forth in  reasonable  detail  all items  constituting  the
Project.

         SECTION 5.14. NO WARRANTY OF CONDITION OR  SUITABILITY  BY ISSUER.  The
Lessee  recognizes that the Issuer does not deal in goods of the kind comprising
components  of the Project or otherwise  hold itself out as having  knowledge or
skill peculiar to the practices or goods  involved in the Project,  and that the
Issuer  is not one to whom such  knowledge  or skill  may be  attributed  by its
employment  of an agent or broker or other  intermediary  who by his  occupation
holds  himself  out as having  such  knowledge  or  skill.  The  Lessee  further
recognizes  that since the  components  of the  Project  have been and are to be
designated and selected by the Lessee,  THE ISSUER HAS NOT MADE AN INSPECTION OF
THE PROJECT OR OF ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF, AND,
EXCEPT  AS  OTHERWISE   PROVIDED  HEREIN,   THE  ISSUER  MAKES  NO  WARRANTY  OR
REPRESENTATION,  EXPRESS OR IMPLIED OR OTHERWISE, WITH RESPECT TO THE SAME OR TO
THE LOCATION, USE, DESCRIPTION, DESIGN, MERCHANTABILITY, FITNESS FOR USE FOR ANY
PARTICULAR  PURPOSE,  CONDITION  OR  DURABILITY  THEREOF,  TO THE QUALITY OF THE
MATERIAL OR WORKMANSHIP THEREIN, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO
ARE TO BE BORNE BY THE LESSEE.  IN THE EVENT OF ANY DEFECT OR  DEFICIENCY OF ANY
NATURE IN THE  PROJECT  OR ANY  FIXTURE  OR OTHER  ITEM  CONSTITUTING  A PORTION
THEREOF,  WHETHER PATENT OR LATENT,  THE ISSUER SHALL HAVE NO  RESPONSIBILITY OR
LIABILITY  WITH  RESPECT  THERETO.  THE  PROVISIONS  OF THIS  SECTION  HAVE BEEN
NEGOTIATED  AND ARE  INTENDED  TO BE A COMPLETE  EXCLUSION  AND  NEGATION OF ANY
WARRANTIES OR REPRESENTATIONS  BY THE ISSUER,  EXPRESS OR IMPLIED (TO THE EXTENT
PERMITTED  BY  APPLICABLE  LAW),  WITH  RESPECT TO THE PROJECT OR ANY FIXTURE OR
OTHER ITEM  CONSTITUTING  A PORTION  THEREOF,  WHETHER  ARISING  PURSUANT TO THE
U.C.C. OR ANOTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE.

         SECTION 5.15.   SPECIAL COVENANTS RELATED TO AD VALOREM TAXATION.

         (a) The Issuer and the Lessee  understand  that the Project  costs will
total at least  $11,000,000 and that the Project will consist of a manufacturing
facility.

         (b) The parties acknowledge that the Lessee's leasehold interest in the
Project is subject to taxation  pursuant to the  principles  enunciated by W. C.
Harris, et al. v. Douglas County Board of Tax Assessors, 240 Ga. 277; 282 S.E.2d
880 (1981) (the "Harris Case"). The parties further agree that,  pursuant to the
Harris Case,  the fair market value of the Lessee's  leasehold  interests in the
Project for real property and for  equipment  shall be determined by the formula
set forth in the Harris Case. The valuation of the Lessee's leasehold  interests
as  specified  in Exhibit A will be  returned  for ad valorem  taxation at forty
percent (40%) of the fair market value (the "assessed value") and the ad valorem
tax payable by the Lessee shall be the product of such assessed value multiplied
by the Douglas County millage rate for the applicable tax year.

         The  property  of  which  the  Project  is a part  will  be  valued  in
accordance  with the usual  procedures  and as if the Project  were not included
therein.
                                       18


<PAGE>
         (c) The Lessor and the Issuer  acknowledge that taxes payable by Lessee
on its leasehold interest takes into account the terms of this Agreement and the
fair market value of similar  leasehold  interests  in similar  property and the
prevailing rents charged in the geographic area of the Project.

         (d) At the  end of the  Lease  Term  with  respect  to the  Project  as
determined by application of paragraphs (b) and (c) and assuming that Payment in
Full of the Bonds has been made, the Issuer shall, for a consideration of $10.00
to be paid by the Lessee,  convey the Project to the Lessee and thereafter.  The
Lessee  shall own the Project and shall pay ad valorem  taxes in each year in an
amount required through the standard assessment procedures of the aforementioned
Board of Tax  Assessors,  said Project to be valued at its fee simple value upon
termination of this Agreement.

         (e) The Issuer agrees that if the Tax Commissioner  bills the Issuer it
will invoice the Lessee for the amount of ad valorem taxes  relating to Lessee's
interests  in the Project in the amounts  Lessee has agreed to pay, as described
above and the Lessee will pay such  amounts  directly to the Issuer as a portion
of its Additional Rent owing hereunder, for transmittal by the Issuer to the Tax
Commissioner  of Douglas  County,  as  required by law. In the event that in any
year the Board of Tax Assessors  values the Lessee's  leasehold  interest in the
Project in a manner which causes the taxes payable on such leasehold interest to
exceed the  amounts the parties  agree are payable by Lessee,  the Lessee  shall
have the right to appeal on behalf of the Issuer or in the Issuer's name,  place
and stead.

                                       19



<PAGE>
                                   ARTICLE VI.

                         EVENTS OF DEFAULT AND REMEDIES

         SECTION 6.1. EVENTS OF DEFAULT DEFINED.  The following shall be "events
of default" hereunder and the term "event of default" shall mean, whenever it is
used herein, any one or more of the following events:

         (a)   failure by the Lessee to make any rental  payment  required to be
               made under Section 4.2(a) when the same becomes due and payable.

         (b)   failure  by the  Lessee  to  observe  or  perform  any  agreement
               hereunder or on its part to be observed or performed,  other than
               as referred to in subsection  (a) or (b) of this  Section,  for a
               period of thirty (30) days after written notice,  specifying such
               failure and requesting  that it be remedied,  given to the Lessee
               and to the Credit Issuer by the Issuer or the Trustee, unless the
               Issuer and the Trustee  shall agree in writing to an extension of
               such time  prior to its  expiration;  provided,  however,  if the
               failure  stated in the  notice  cannot be  corrected  within  the
               applicable   period,   the  Issuer  and  the  Trustee   will  not
               unreasonably  withhold their consent to an extension of such time
               if it is possible to correct such failure and  corrective  action
               is  instituted  by the  Lessee or the  Credit  Issuer  within the
               applicable  period and  diligently  pursued  until the failure is
               corrected;  or in the case of any such default which can be cured
               with due diligence  but not within such  thirty-day  period,  the
               Lessee's or Credit Issuer's  failure to proceed  promptly to cure
               such default and thereafter  prosecute the curing of such default
               with due diligence;

         (c)   any  representation  by or on behalf of the Lessee  contained  in
               this Agreement or in any instrument  furnished in compliance with
               or in reference to this  Agreement,  the  Indenture or the Credit
               Agreement  proves false or misleading in any material  respect as
               of the date of the making or furnishing thereof; and

         (d) an "event of default" occurs and is continuing under the Indenture.

         The Lessee and the Issuer hereby  authorize the Credit Issuer to do any
and all things necessary to correct any default described in paragraph (c) above
on behalf of the Lessee.

         The foregoing  provisions of subsection (c) of this Section are subject
to the  following  limitations:  If by reason of force  majeure,  the  Lessee is
unable  in whole  or in part to carry  out the  agreements  on its part  therein
referred to, the failure to perform such  agreements due to such inability shall
not  constitute an event of default nor shall it become an event of default upon
appropriate  notification  to the Issuer or the passage of the stated  period of
time. The term "force  majeure" as used herein shall mean,  without  limitation,
the following:  acts of God; strikes, lockouts or other industrial disturbances;
acts of public  enemies;  orders  of any kind of the  government  of the  United
States  of  America  or of the  State  or any of  their  departments,  agencies,
political  subdivisions  or  officials,  or any  civil  or  military  authority;
insurrections;  riots; epidemics;  landslides;  lightning;  earthquakes;  fires;
hurricanes; tornadoes; storms; floods; washouts; droughts; arrests; restraint of
government and people; civil disturbances;  explosions;  breakage or accident to
machinery, transmission pipes or canals; partial or entire failure of utilities;
or any other cause or event not reasonably within the control of the Lessee. The
Lessee  agrees,  however,  to remedy with all  reasonable  dispatch the cause or
causes  preventing the Lessee from carrying out its agreements;  provided,  that
the settlement of strikes,  lockouts and other industrial  disturbances shall be
entirely  within the  discretion  of the  Lessee,  and the  Lessee  shall not be
required  to  make  settlement  of  strikes,   lockouts  and  other   industrial
disturbances  by acceding to the demands of the  opposing  party or parties when
such course is, in the judgment of the Lessee, unfavorable to the Lessee.

         SECTION 6.2. REMEDIES. Whenever an event of default shall have happened
and be continuing,  the Trustee, as the assignee and pledgee of the Issuer under
the Indenture, shall take any one or more of the following remedial steps:

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<PAGE>
         (a)   In the event the  Trustee  has  accelerated  payment of the Bonds
               pursuant to the  Indenture,  without  terminating  this Lease and
               without  retaking  possession of the Project,  the Trustee may at
               its option,  demand  immediate  payment of all Lease Payments due
               and payable  pursuant to Section 4.2 and all Additional  Rent due
               and payable pursuant to Section 4.4. The Lessee  acknowledges and
               agrees that upon any such  acceleration  of the Bonds,  the Lease
               Payments and the Additional Rent due and payable  pursuant hereto
               shall  consist  of (i)  the  aggregate  principal  amount  of the
               outstanding  Bonds,  (ii) all accrued and unpaid  interest on the
               Bonds to the date of payment of the principal of the  outstanding
               Bonds (but not any interest  that would have accrued on the Bonds
               for the  remainder  of the Lease  term if the Bonds had  remained
               outstanding)  and (iii) all other amounts then due and payable to
               the Issuer or the Trustee pursuant to Section 4.4, including fees
               of  Counsel  actually  incurred.   The  Lessee  and  the  Trustee
               acknowledge and agree that the foregoing  payments  constitute an
               advance payment of rent, and not liquidated damages or a penalty,
               and that such payments  have been  discounted to present value by
               virtue  of the  exclusion  from the  calculation  thereof  of the
               rental payments for the remainder of the Lease term corresponding
               to the  interest  that  would  have  accrued on the Bonds for the
               remainder  of the Lease term if the Bonds  remained  outstanding.
               The Lessee shall receive as a credit  against such Lease Payments
               and  Additional  Rent  all  payments  made by the  Credit  Issuer
               pursuant to the Credit  Facility and all other amounts  described
               in Section  3.08(a) of the  Indenture.  The Trustee shall have no
               right to  exercise  the  remedy  provided  herein if the  Trustee
               terminates  this Lease or the Trustee  retakes  possession of the
               Project.  Upon payment of all such amounts, the Lessee shall have
               no further rental obligations under this Lease and the payment of
               such amounts  shall  constitute  Payment in Full of the Bonds for
               purposes of this Lease.

         (b)   Subject to the provisions of Section 6.5 hereof,  the Trustee may
               take whatever action at law or in equity may appear  necessary or
               desirable to collect any sums then due and  thereafter  to become
               due hereunder or to enforce performance and the observance of any
               agreement of the Lessee hereunder.

         (c) The Trustee may exercise any remedies provided under the Indenture.

Any amounts collected  pursuant to action taken under this Section shall be paid
into the  Bond  Fund and  applied  in  accordance  with  the  provisions  of the
Indenture  and after  Payment in Full of the Bonds and the  payment of any costs
occasioned by an event of default hereunder,  any excess moneys in the Bond Fund
shall be returned to the Lessee.

         The Lessee  hereby  authorizes  the  Trustee to draw  moneys  under the
Credit  Facility  in  accordance  with  the  Indenture  upon  a  declaration  of
acceleration  of  payment of the Bonds in an amount  equal to (i) the  aggregate
principal amount of all outstanding Bonds and (ii) all interest on the Bonds due
and to become due to the date of payment.  The  obligation of the Lessee to make
accelerated  payment of all rental  payments  required  to be made by the Lessee
pursuant to Section 4.2 upon a  declaration  of  acceleration  of payment of the
Bonds shall be deemed  satisfied and discharged by a  corresponding  drawing and
payment under the Credit Facility.

         SECTION 6.3. NO REMEDY EXCLUSIVE.  Subject to the provisions of Section
6.5, no remedy herein  conferred  upon or reserved to the Trustee is intended to
be  exclusive  of any other  remedy,  but each and every  such  remedy  shall be
cumulative  and shall be in addition to every other  remedy  hereunder or now or
hereafter  existing  at law,  in equity or by  statute.  No delay or omission to
exercise any right or power accruing upon the occurrence of any event of default
shall  impair  any such  right or  power  or shall be  construed  to be a waiver
thereof,  but any such right or power may be exercised  from time to time and as
often as may be deemed  expedient.  The  Trustee  and the  holders of the Bonds,
subject to the provisions of the Indenture,  shall be entitled to the benefit of
all agreements herein contained.

         SECTION  6.4.  AGREEMENT  TO PAY COUNSEL  FEES AND  EXPENSES.  If there
should occur a default or an event of default  hereunder  and the Trustee or the
Issuer should employ  Counsel or incur other expenses for the collection of sums
due hereunder or the  enforcement  of performance or observance of any agreement
on the part of the Lessee  herein  contained,  the Lessee agrees that it will on
demand  therefor  pay to the  Trustee  or the  Issuer  the  reasonable  fees and

                                       21


<PAGE>
expenses of such Counsel actually incurred and billed and such other expenses so
incurred by the Trustee or the Issuer.

         If the  Lessee  should  fail  to make  any  payments  required  in this
Section,  such item shall continue as an obligation of the Lessee until the same
shall have been paid in full,  with interest  thereon from the date such payment
was due at the rate per annum borne by the Bonds until paid in full.

         SECTION   6.5.   WAIVER  OF  EVENTS  OF  DEFAULT  AND   RESCISSION   OF
ACCELERATION.  If, in compliance  with the  requirements  of Section 6.06 of the
Indenture,  the Trustee shall waive any event of default as therein defined with
the written  consent of the Credit  Issuer and its  consequences  or rescind any
declaration of  acceleration of payments of the principal of and interest on the
Bonds,  such  waiver  shall also waive any event of  default  hereunder  and its
consequences  and  such  rescission  of a  declaration  of  acceleration  of the
principal of and interest on the Bonds shall also rescind any declaration of any
acceleration  of all payments  required to be made under Section 4.2. In case of
any such waiver or rescission, or in case any proceeding taken by the Trustee on
account of any such event of default shall have been  discontinued  or abandoned
or determined adversely, then and in every such case the Issuer, the Lessee, the
Trustee,  the Credit  Issuer and the  holders of the Bonds  shall be restored to
their former  positions and rights  hereunder,  but no such waiver or rescission
shall  extend to any  subsequent  or other  event of default or impair any right
consequent thereon.

                                       22



<PAGE>


                                  ARTICLE VII.

                                  PREPAYMENTS

         SECTION 7.1.   OPTIONAL PREPAYMENTS.

         (a) The Lessee shall have, and is hereby  granted,  with the consent of
the  Credit  Issuer,  if any,  the  option to prepay  Lease  Payments  in whole,
together  with interest  thereon to the date of redemption of the Bonds,  at any
time by taking,  or causing  the Issuer to take,  the  actions  required  by the
Indenture for the redemption of all Bonds then outstanding,  upon the occurrence
of any of the events set forth in Section 2.18(b) of the Indenture.

         (b) The Lessee shall have, and is hereby  granted,  with the consent of
the Credit Issuer,  if any, the option to prepay all or any portion of the Lease
Payments, together with interest thereon to the date of redemption of the Bonds,
at any time permitted by Section 2.18(a) of the Indenture by taking,  or causing
the Issuer to take,  the actions  required by the Indenture (i) to discharge the
lien thereof through the  redemption,  or provision for payment of redemption of
all Bonds then  outstanding or (ii) to effect the  redemption,  or provision for
payment or redemption, of less than all Bonds then outstanding.

         (c) To make a prepayment pursuant to this Section 7.1, the Lessee shall
give written  notice,  consented to by the Credit Issuer,  if any, to the Issuer
and the  Trustee  which  shall  specify  therein  (i) the  date of the  intended
prepayment,  which shall not be less than 45 days from the date any Bonds are to
be redeemed from such  prepayment,  and (ii) the principal  amount to be prepaid
and the date or dates on which the prepayment is to occur.  All such prepayments
shall be in the  amount  of the  unpaid  amount of the  Lease  Payments  if made
pursuant to Section  7.1(a) or in the amount of an  Authorized  Denomination  if
made pursuant to Section 7.1(b) and the Lessee shall furnish  additional  funds,
if necessary,  to make such prepayments in such amounts. In addition, the Lessee
shall make such  additional  Lease  Payments  as shall be  necessary  to pay any
redemption premium on the Bonds in connection with such redemption.

         SECTION 7.2.  OPTIONAL  PURCHASE OF BONDS.  Subject to the terms of the
Indenture  regarding the use of Eligible Funds,  the Lessee may at any time, and
from time to time,  furnish  moneys to the Tender Agent  accompanied by a notice
directing  such  moneys to be applied to the  purchase  of Bonds  delivered  for
purchase pursuant to terms thereof, which Bonds shall be delivered in accordance
with Section 2.08 of the Indenture.  The Lessee shall deliver to the Remarketing
Agent and the Credit Issuer a copy of any such notice.

         SECTION 7.3.  RELATIVE  PRIORITIES.  The  obligations  of the Lessee in
Section  7.2 of  this  Article  shall  be and  remain  superior  to the  rights,
obligations and options of the Lessee in Section 7.1 of this Article.

         SECTION 7.4.  PREPAYMENT TO INCLUDE FEES AND EXPENSES.  Any  prepayment
under this Article shall also include any expenses of prepayment, as well as all
expenses and costs provided for herein.

         SECTION 7.5.  OBLIGATIONS  AFTER PAYMENT AND  TERMINATION OF AGREEMENT.
Anything  contained herein to the contrary  notwithstanding,  the obligations of
the Lessee  contained in 5.2 and 6.4 shall continue after Payment in Full of the
Bonds and termination of this Agreement.

         SECTION 7.6.   PURCHASE OF BONDS.

         (a) In  consideration  of the issuance of the Bonds by the Issuer,  but
for the benefit of the Holders, the Lessee has agreed, and does hereby covenant,
to cause the necessary  arrangements  to be made and to be thereafter  continued
whereby the Holders from time to time may deliver, or may be required to deliver
Bonds for purchase and whereby such Bonds shall be so purchased.  In furtherance
of the  foregoing  covenant  of the Lessee,  the  Issuer,  at the request of the
Lessee, has set forth in the Indenture the terms and conditions  relating to the
delivery of Bonds by the  Holders  thereof  for  purchase,  has set forth in the
Indenture  the duties and  responsibilities  of the Tender Agent with respect to
the  purchase  of  Bonds,  and of the  Remarketing  Agent  with  respect  to the
remarketing of Bonds and has therein  provided for the appointment of the Tender
Agent and Remarketing Agent. The Lessee hereby authorizes and directs the Tender

                                       23


<PAGE>
Agent and the Remarketing  Agent to purchase,  offer,  sell and deliver Bonds in
accordance with the provisions of the Indenture.

         Without  limiting  the  generality  of the  foregoing  covenant  of the
Lessee,  and in  consideration of the Issuer's having set forth in the Bonds and
the Indenture the aforesaid provisions,  the Lessee,  covenants, for the benefit
of the Holders,  to provide for  arrangements  to pay, or cause to be paid, such
amounts as shall be  necessary  to effect the payment of the  Purchase  Price of
Bonds  delivered  for  purchase,  all  as  more  particularly  described  in the
Indenture.

         (b)  Notwithstanding  the provisions of subsection (a) of this Section,
the obligations of the Lessee under  subsection (a) of this Section with respect
to the purchase of Bonds shall be terminated on the date the Bonds begin to bear
interest at the Fixed Rate in accordance with the Indenture.

         (c) In  furtherance of the  obligations of the Lessee under  subsection
(a) of this Section, the Lessee shall provide for the payment of its obligations
under said  subsection  (a) by the  delivery  of the  Original  Credit  Facility
simultaneously  with the original  delivery of the Bonds.  In order to implement
such undertaking of the Lessee,  the Issuer, at the direction of the Lessee, has
set forth in the Indenture the terms and  conditions  relating to drawings under
the Credit  Facility to provide  moneys for the  purchase  of Bonds.  The Lessee
hereby  authorizes  and  directs  the  Trustee to draw  moneys  under the Credit
Facility  in  accordance  with the  provisions  of the  Indenture  to the extent
necessary to provide  moneys  payable under Section 2.07 of the Indenture if and
when due.

         (d) The Issuer shall have no obligation or responsibility, financial or
otherwise,  with respect to the purchase of Bonds or the making or  continuation
of arrangements  therefor other than as expressly set forth in subsection (a) of
this Section  7.7,  except that the Issuer shall  generally  cooperate  with the
Lessee, the Trustee and the Remarketing Agent as contemplated in Section 2.07 of
the Indenture.

                                       24



<PAGE>


                                  ARTICLE VIII.

                OPTIONS IN FAVOR OF LESSEE; OBLIGATION OF LESSEE

         SECTION 8.1. OPTIONS TO TERMINATE THE LEASE TERM; PURCHASE PROJECT. The
Lessee  shall  have the  option to  terminate  the Lease  Term at any time after
payment in full of the Bonds, in accordance with the provision of this Agreement
and the Indenture by giving the Issuer notice in writing of such termination and
such termination shall forthwith become effective. The Lessee shall have, and is
hereby granted the option to purchase the Project  following the  termination of
the Lease Term by paying the sum of $10.00 to the Issuer.

         SECTION 8.2.  CONVEYANCE  ON  PURCHASE.  At the closing of the purchase
pursuant  to Section  8.1 hereof or  pursuant  to the  exercise of any option to
purchase  granted  herein,  the Issuer will upon receipt of the  purchase  price
deliver to the Lessee the following:

         (a)   if the  Indenture  shall not at the time have been  satisfied  in
               full,  a release by the  Trustee  from the lien  and/or  security
               interest of the  Indenture in the property  with respect to which
               such purchase is being consummated;

         (b)   Limited Warranty Deed or other documents  conveying to the Lessee
               good and  marketable  fee  simple  title  in and to the  property
               included in the Project  with  respect to which such  purchase is
               being consummated,  as such property then exists,  subject to the
               following,  (i) those liens,  security interests and encumbrances
               (if any) to which such title in and to said  property was subject
               when conveyed to the Issuer, (ii) those liens, security interests
               and  encumbrances  created  by the Lessee or to the  creation  or
               suffering of which the Lessee  consented  other than the Security
               Deed,  (iii) those liens,  security  interests  and  encumbrances
               resulting  from the  failure  of the Lessee to perform or observe
               any of the  agreements on its part  contained in this  Agreement,
               (iv) Permitted Liens other than the Indenture, and (v) the rights
               and title of any condemning authority;

         (c)   assignment of licenses, permits, warranties, etc.; and

         (d) customary owner's affidavit.

         SECTION 8.3.  OBLIGATION TO PURCHASE PROJECT.  The Lessee hereby agrees
to purchase,  and the Issuer hereby agrees to sell,  the Project for ten dollars
($10.00) at the  expiration or sooner  termination  of the Lease Term  following
payment  in full of the  Bonds.  The  Issuer  has  delivered  to the  Trustee an
executed  Limited  Warranty Deed to be delivered to the Lessee upon the Lessee's
termination of this  Agreement in accordance  with this Article and Section 7.18
of the Indenture.

                                       25



<PAGE>


                                   ARTICLE IX.

                             RIGHTS OF CREDIT ISSUER

         SECTION 9.1.   RIGHTS OF CREDIT ISSUER.

         (a) For purposes of this Section 9.1 "Lender"  means the current holder
of the Security Deed.

         (b) This Agreement and all rights of the Lessee hereunder are and shall
be subject and  subordinate to the lien and security title of the Security Deed.
The Lessee  recognizes  and  acknowledges  the right of Lender to  foreclose  or
exercise the power of sale against the Project under the Security Deed.

         (c) The Lessee shall, in confirmation of the subordination set forth in
Section  9.1(b)  and   notwithstanding  the  fact  that  such  subordination  is
self-operative,  and no further  instrument or subordination  shall be necessary
upon  demand,  at any time or times,  execute,  acknowledge  and  deliver to the
Issuer  or to  Lender  any and all  instruments  requested  by either of them to
evidence such subordination.

         (d) If requested by Lender,  the Lessee shall, upon demand, at any time
or times,  execute,  acknowledge and deliver to Lender,  any and all instruments
that  may be  necessary  to make  this  Agreement  superior  to the  lien of the
Security Deed.

                                       26



<PAGE>


                                   ARTICLE X.

                                  MISCELLANEOUS

     SECTION 10.1. TERM OF AGREEMENT. Except as provided in Sections 5.2 and 6.4
and Article VIII,  this  Agreement  shall  terminate when Payment in Full of the
Bonds shall have been made.

         SECTION 10.2. NOTICES. All notices,  approvals,  consents, requests and
other  communications  hereunder shall be in writing and shall be deemed to have
been  given  when  delivered  by hand or mailed  by first  class  registered  or
certified mail,  return receipt  requested,  postage  prepaid,  and addressed as
follows or (unless  specifically  prohibited)  when telexed or telecopies to the
telex or telecopy numbers as follows:

  (1)   If to the Issuer:     Development Authority of Douglas County, Georgia
                              2145 Slater Mill Road
                              Douglasville, Georgia  30135
                              Telephone: (770) 942-5022
                              Telecopier: (770) 942-5876
                              Attention: Chairman

  (2)   If to the Lessee:     Abrams Riverside, LLC
                              c/o Abrams Properties, Inc.
                              1945 The Exchange, Suite 400
                              Atlanta, Georgia  30339-2029
                              Telephone: (770) 953-1777
                              Telecopier: (770) 953-9922
                              Attention:  Melinda S. Garrett

       With a copy to:        Holt Ney Zatcoff & Wasserman
                              100 Galleria Parkway, Suite 600
                              Atlanta, Georgia  30339
                              Telephone:  (770) 956-9600
                              Telecopier: (770) 956-1490
                              Attention:  Sanford H. Zatcoff, Esq.

 (3)   If to the Trustee:     AmSouth Bank
                              1901 Sixth Avenue North - 7th Floor
                              Birmingham, Alabama  35203
                              Telephone: (205) 326-5381
                              Telecopier: (205) 581-7661
                              Attention:  Corporate Trust Department

(4)    If to the Remarketing
          Agent:              Merchant Capital, L.L.C.
                              250 Commerce Street
                              Montgomery, Alabama  36104
                              Telephone: (334) 834-5100
                              Telecopier (334) 269-0902
                              Attention:  Municipal Syndicate


                                       27


<PAGE>
(5)   If to the Credit
           Issuer:            NationsBank, N.A.
                              Northwest Commercial Banking Center
                              Riverwood 100
                              3350 Riverwood Circle NW
                              Atlanta, Georgia  30339-3340
                              Telephone: (770) 850-8490
                              Telecopier: (770) 850-5496
                              Attention:  Helen Cease

      With a copy to:         Alston & Bird
                              1201 West Peachtree Street, 40th Floor
                              Atlanta, Georgia 30309
                              Telephone: (404) 881-7941
                              Telecopier: (404) 881-7777
                              Attention: Rosalind Drakeford, Esq.


A  duplicate  copy  of  each  notice,   approval,   consent,  request  or  other
communication  given  hereunder  by the Issuer,  the Lessee,  the  Trustee,  the
Remarketing  Agent or the Credit  Issuer to any one of the others  shall also be
given to all of the others.  The Issuer,  the Lessee, the Trustee and the Credit
Issuer may,  by notice  given  hereunder,  designate  any  further or  different
addresses to which subsequent notices,  approvals,  consents,  requests or other
communications  shall be sent or  persons to whose  attention  the same shall be
directed.

         SECTION 10.3. BINDING EFFECT. This Agreement shall inure to the benefit
of and shall be  binding  upon the  Issuer,  the  Lessee  and  their  respective
successors and assigns.

         SECTION  10.4.  SEVERABILITY.  If any  provision  hereof  shall be held
invalid or  unenforceable by any court of competent  jurisdiction,  such holding
shall not invalidate or render unenforceable any other provision hereof.

         SECTION  10.5.  AMOUNTS  REMAINING  IN BOND  FUND.  It is agreed by the
parties hereto that any amounts remaining in the Bond Fund and Construction Fund
upon expiration or sooner  termination of this Agreement,  after Payment in Full
of the Bonds,  payment of the fees,  charges and  expenses of the  Trustee,  the
Remarketing Agent and the Credit Issuer (including, without limitation, the fees
and  expenses of their  respective  Counsel),  and payment of all other  amounts
required  to be paid  under  the  Indenture  and  under  the  Credit  Agreement,
including  payment of  rebatable  arbitrage,  shall be paid  immediately  to the
Lessee by the Trustee.

         SECTION  10.6.  RELIANCE BY ISSUER.  The Issuer shall have the right at
all  times  to  act  in  reliance  upon  the  authorization,  representation  or
certification of the Authorized Lessee Representative or the Trustee.

         SECTION 10.7. ISSUER'S OBLIGATIONS LIMITED.  Except for the interest of
the Issuer in the Trust Estate and as otherwise  expressly herein  provided,  no
recourse under or upon any  obligation or agreement  contained in this Agreement
or in any Bond or under any  judgment  obtained  against the  Issuer,  or by the
enforcement of any assessment or by any legal or equitable  proceeding by virtue
of any constitution or statute or otherwise or under any circumstances, under or
independent of the Indenture, shall be had against the Issuer.

         Anything  in this  Agreement  to the  contrary  notwithstanding,  it is
expressly  understood  and agreed by the parties  hereto that (a) the Issuer may
rely conclusively on the truth and accuracy of any certificate,  opinion, notice
or other  instrument  furnished  to the Issuer by the Trustee or the  Authorized
Representative  as to the  existence  of any fact or state of  affairs  required
hereunder  to be noticed by the  Issuer;  (b) the Issuer  shall not be under any
obligation  hereunder  to perform  any  record-keeping  or to provide  any legal
services,  it being  understood that such services shall be performed  either by
the  Trustee or the Lessee;  and (c) none of the  provisions  of this  Agreement
shall  require the Issuer to expend or risk its own funds or to otherwise  incur
financial  liability in the  performance of any of its duties or in the exercise
of any of its  rights  or powers  hereunder,  unless  it shall  first  have been
adequately  indemnified  to its  satisfaction  against  the cost,  expenses  and
liability which may be incurred thereby.

                                       28


<PAGE>
         Notwithstanding   anything  herein  contained  to  the  contrary,   any
obligation  which  the  Issuer  may  incur  under  this  Agreement  or under any
instrument executed in connection herewith which shall entail the expenditure of
money  shall not be a general  obligation  of the  Issuer but shall be a limited
obligation payable solely from the Pledged Revenues.

         SECTION 10.8. IMMUNITY OF DIRECTORS,  OFFICERS AND EMPLOYEES OF ISSUER.
No  recourse  shall be had for the  enforcement  of any  obligation,  promise or
agreement of the Issuer  contained in the  Indenture,  this  Agreement or in any
Bond issued  under the  Indenture  for any claim based  thereon or  otherwise in
respect thereof, against any director,  officer,  employee or agent, as such, in
his  individual  capacity,  past,  present  or  future,  of the Issuer or of any
successor  corporation,  either  directly or through the Issuer or any successor
corporation,  whether by virtue of any constitutional provision, statute or rule
of law, or by the  enforcement  of any  assignment or penalty or  otherwise;  it
being  expressly  agreed and understood  that the Bonds,  the Indenture and this
Agreement  are solely  corporate  obligations,  and that no  personal  liability
whatsoever shall attach to, or be incurred by, any director,  officer,  employee
or agent, as such,  past,  present or future,  of the Issuer or of any successor
corporation, either directly or through the Issuer or any successor corporation,
under or by reason of any of the  obligations,  promises or  agreements  entered
into between the Issuer and the Lessee whether contained in this Agreement or to
be implied  therefrom  as being  supplemental  hereto or  thereto,  and that all
personal  liability of that  character  against  every such  director,  officer,
employee or agent is, by the execution of this Agreement and the Indenture,  and
as a condition of, and as part of the  consideration  for, the execution of this
Agreement and the Indenture, expressly waived and released.

         SECTION 10.9.  PAYMENTS BY CREDIT ISSUER.  The Credit Issuer shall,  to
the  extent of any  payments  made by it  pursuant  to the Credit  Facility,  be
subrogated  to all  rights of the  Issuer  or its  assigns  (including,  without
limitation,  the  Trustee) as to all  obligations  of the Lessee with respect to
which such payments shall be made by the Credit  Issuer,  but, so long as any of
the Bonds remain  outstanding  under the terms of the  Indenture,  such right of
subrogation  on  the  part  of  the  Credit  Issuer  shall  be in  all  respects
subordinate  to all rights and claims of the Issuer for all  payments  which are
then due and  payable  under the  Indenture  or  otherwise  arising  under  this
Agreement,  the Indenture or the Bonds. The Trustee will, upon request,  execute
and deliver any instrument reasonably requested by the Credit Issuer to evidence
such subrogation and the Trustee shall assign to the Credit Issuer its rights in
any  obligations  of the  Lessee  with  respect  to which  payment of the entire
principal  balance  and  accrued  interest  thereon  shall be made by the Credit
Issuer.

         SECTION  10.10.  AMENDMENTS,  CHANGES  AND  MODIFICATIONS.   Except  as
otherwise  provided  herein  or in the  Indenture,  subsequent  to the  date  of
issuance  and  delivery  of the Bonds and prior to their  payment in full,  this
Agreement  may not be  effectively  amended or  terminated  without  the written
consent of the Issuer, the Lessee and the Credit Issuer.

         SECTION  10.11.  COUNTERPARTS.  This  Agreement  may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.

         SECTION  10.12.  CAPTIONS.  The captions  and  headings  herein are for
convenience only and in no way define,  limit or describe the scope or intent of
any provisions hereof.

         SECTION 10.13. AMENDMENT OF AGREEMENT.  This Agreement may be modified,
altered,  amended or  supplemented  in accordance with the Indenture in order to
obtain a rating of the Bonds by the Rating Agency.

         SECTION 10.14. LAW GOVERNING CONSTRUCTION OF AGREEMENT.  This Agreement
shall be governed by, and construed and enforced in accordance with, the laws of
the State.

         SECTION  10.15.   RELATIONSHIP  OF  PARTIES;  ESTATE  FOR  YEARS.  This
Agreement shall create the  relationship of lessor and lessee between Issuer and
Lessee and this  Agreement  grants to Lessee an estate for years in the  Project
and not a usufruct. This Agreement shall not be deemed to create or constitute a
partnership  or joint  venture  between  Issuer  and  Lessee  or a loan or other
financing arrangement.

                                       29




<PAGE>


         IN  WITNESS  WHEREOF,  the  Issuer  and the  Lessee  have  caused  this
Agreement  to  be  executed  in  their  respective  corporate  names  and  their
respective corporate seals to be affixed hereto and attested by their authorized
officers, all as of the day and year first above written.

                                             DEVELOPMENT AUTHORITY OF DOUGLAS
                                             COUNTY, GEORGIA


                                             By: /s/ Carl Battles
                                                   Chairman
(SEAL)

Attest: /s/ Michael Ghif

Assistant Secretary


Signed, sealed and delivered in presence of:

/s/ Susan E. Selby
Unofficial Witness


/s/ Barbara M. Williams
Notary Public

My commission expires:________________


(NOTARIAL SEAL)





<PAGE>


                                    AMSOUTH BANK

                                    Acknowledges receipt of the foregoing Lease
                                    Agreement



                                    By: /s/ Charles Northen
                                       Title: Vice President


                                       31



<PAGE>



                                     ABRAMS RIVERSIDE, LLC,
                                      a Georgia limited liability company

                                      By:   Abrams Properties, Inc.,
                                            Sole Member



                                      By: /s/ Alan R. Abrams
                                         President

Attest:


/s/ Melinda S. Garrett
Assistant Secretary

Signed, sealed and delivered in presence of:


______________________________
Unofficial Witness



Notary Public


/s/ Katz Roper Davis
My commission expires:


(NOTARIAL SEAL)

                                       32



<PAGE>

   EXHIBIT A     DESCRIPTION OF PROJECT
   EXHIBIT A-1 LEASED LAND
   EXHIBIT A-2 LEASED EQUIPMENT
   EXHIBIT A-3 PERMITTED EXCEPTIONS
   EXHIBIT B    CONSTRUCTION FUND CERTIFICATE AND REQUISITION
   EXHIBIT C    CERTIFICATE OF COMPLETION
   EXHIBIT D    LIMITED WARRANTY DEED