TOWER PLACE OFFICE LEASE


                                 by and between


                                TOWER PLACE, L.P.


                          a Georgia Limited Partnership


                                       and


                                RMS TITANIC, INC

                              a Florida corporation


                                 March 27, 2000


                                Atlanta, Georgia



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                                TABLE OF CONTENTS


ARTICLE I  FUNDAMENTAL PROVISIONS, EXHIBITS AND DEFINITIONS...................4
     1.1   FUNDAMENTAL PROVISIONS.............................................4
     1.2   EXHIBITS...........................................................5
     1.3   DEFINITIONS........................................................5

ARTICLE II GRANT AND TERM.....................................................7
     2.1   PREMISES...........................................................7
     2.2   TERM...............................................................7

ARTICLE III RENT..............................................................7
     3.1   BASE RENTAL........................................................7
     3.2   BASE RENTAL ADJUSTMENT.............................................7
     3.3   OPERATING EXPENSES INCREASE........................................7
     3.4   GENERAL PROVISIONS REGARDING RENT..................................8
     3.5   INITIAL INSTALLMENT................................................9
     3.6   SECURITY DEPOSIT...................................................9
     3.7   LANDLORD'S SECURITY INTEREST.......................................9

ARTICLE IV RIGHTS AND DUTIES DURING LEASE TERM................................9
     4.1   PREPARATION OF THE PREMISES........................................9
     4.2   SERVICES..........................................................10
     4.3   LIABILITY OF LANDLORD.............................................10
     4.4   REPAIRS BY LANDLORD...............................................10
     4.5   RIGHTS OF LANDLORD TO ENTER PREMISES..............................10
     4.6   AGREEMENTS OF TENANT..............................................11
     4.7   SIGNS.............................................................11
     4.8   BUILDING NAME.....................................................12
     4.9   HAZARDOUS MATERIALS...............................................12
     4.10  INSURANCE.........................................................12
     4.11  LIENS.............................................................13

ARTICLE V ASSIGNMENT AND SUBLETTING..........................................13
     5.1   ASSIGNMENT AND SUBLETTING.........................................13

ARTICLE VI DEFAULT AND REMEDIES..............................................14
     6.1   EVENTS OF DEFAULT.................................................14
     6.2   REMEDIES..........................................................14

ARTICLE VII  DESTRUCTION OR DAMAGE; CONDEMNATION.............................15
     7.1   DESTRUCTION OF OR DAMAGE TO PREMISES..............................15
     7.2   EMINENT DOMAIN....................................................15
     7.3   DETERMINATION OF TIME REQUIRED TO REBUILD.........................15
     7.4   PARTIAL DESTRUCTION OR TAKING.....................................16

ARTICLE VIII ADDITIONAL PROVISIONS...........................................16
     8.1   ADDRESSES - NOTICES...............................................16
     8.2   MANAGER...........................................................17
     8.3   SURRENDER OF PREMISES.............................................17
     8.4   HOLDING OVER......................................................17
     8.5   BROKER............................................................17
     8.6   WAIVER OF RIGHTS..................................................17
     8.7   WAIVER OF HOMESTEAD AND EXEMPTION; BANKRUPTCY OF TENANT...........17
     8.8   NO ESTATE IN LAND; RELATIONSHIP OF THE PARTIES....................18
     8.9   RECORDING.........................................................18
     8.10  GOVERNMENTAL REGULATIONS..........................................18
     8.11  SUBORDINATION AND ATTORNMENT:.....................................19
     8.12  ESTOPPEL CERTIFICATION............................................19
     8.13  SEVERABILITY......................................................19
     8.14  CAPTIONS..........................................................20
     8.15  SUCCESSORS AND ASSIGNS............................................20
     8.16  SALE OF BUILDING..................................................20
     8.17  TRANSFER OF TENANTS...............................................20
     8.18  GOVERNING LAW.....................................................20
     8.19  TIME IS OF ESSENCE................................................20
     8.20  LIMITATION OF LIABILITY...........................................20
     8.21  EXECUTION.........................................................20
     8.22  MULTIPLE TENANTS..................................................20
     8.23  FORCE MAJEURE.....................................................20
     8.24  QUIET ENJOYMENT...................................................20
     8.25  ATTORNEYS' FEES...................................................20
     8.26  ALTERATIONS IN COMPOSITION OF COMMON AREAS........................20
     8.27  PARKING...........................................................21
     8.28  SPECIAL STIPULATIONS..............................................21
     8.29  AUTHORIZATION.....................................................21


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SPECIAL STIPULATION..........................................................23
EXHIBIT "A"..................................................................24
EXHIBIT "B"..................................................................25
EXHIBIT "C"..................................................................26
EXHIBIT "D"..................................................................27
EXHIBIT "E"..................................................................28
EXHIBIT "F"..................................................................29
EXHIBIT "G"..................................................................31


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                            TOWER PLACE OFFICE LEASE

     THIS TOWER PLACE OFFICE  LEASE (this  "Lease") is made as of this 27 day of
March,  2000,  by and between  TOWER  PLACE,  L.P.  ,a Georgia  Limited
Partnership  (herein  called  "Landlord"),  and RMS  Titanic,  Inc.,  a  Florida
Corporation (herein called "Tenant").

                                    ARTICLE I

                FUNDAMENTAL PROVISIONS. EXHIBITS AND DEFINITIONS

     1.1  FUNDAMENTAL  PROVISIONS:   The  following  is  a  summary  of  certain
fundamental provisions of the Lease:

     (a) Landlord:  Tower Place, L.P., a Georgia Limited Partnership;

     (b) Tenant:    RMS Titantic, Inc., a Florida Corporation

     (c) Premises:  Suite 1225

     (d) Building:  3340 Peachtree  Road N.E.,  Tower Place,  Atlanta,  Georgia;

     (e)  Stipulated  Square Footage  (Premises):  Approximately  2,759 rentable
          square feet;

     (f) Stipulated Square Footage (Building): 609,334 rentable square feet;

     (g)  Base Rental:  Subject to adjustment in accordance  with the provisions
          of Section 3.2 hereof,  Sixty four  thousand  eight hundred and thirty
          six, 56/100 DOLLARS ($64,836.56) per annum, payable monthly in advance
          in equal installments of Five thousand four hundred and three dollars,
          04/100 DOLLARS ($5,403.04) per month;

     (h)  Initial  Installment:  Five thousand  four hundred and three  dollars,
          04/100 DOLLARS ($5,403.04);


     (i)  Security Deposit: Five thousand four hundred and three dollars, 04/100
          DOLLARS ($5,403.04);

     (j)  Base Year: Calendar year 2000;

     (k)  Tenant's Share: .45 percent (.45%);

     (l)  Anticipated Commencement Date: April 18, 2000; the actual Commencement
          Date shall be determined in accordance  with the provisions of Section
          2.2 and confirmed in the Commencement Date Agreement;

     (m)  Expiration  Date: Five (5) years and (0) months after the Commencement
          Date (unless the Commencement  Date occurs on other than the first day
          of a calendar  month,  in which case the Expiration  Date shall be the
          last day of the calendar month in which foregoing date occurs);

     (n)  Tenant's  Address  Prior  to  Commencement  Date:  for  Notices:   RMS
          Titantic, Inc. 17 Battery Place Suite 203 New York, NY 10004


          Following Commencement Date:

          Tower Place
          Suite 1225
          3340 Peachtree Road, NE
          Atlanta,  Georgia 30326
          Attn: Arnie Geller

     (0)  Manager: Regent Partners, Inc., a Georgia Corporation;

     (p)  Landlord's Broker: Regent Partners, Inc., a Georgia Corporation;

     (q)  Tenant's Broker: Frank M. Darby Company, a Georgia Corporation


<PAGE>

     (r)  Maximum  Number  of  Parking  Spaces  Available  to  Tenant  as of the
          Commencement Date: Seven (7).

It is understood that the foregoing is intended as a summary of certain portions
of the  Lease and is  intended  for  convenience  only.  If there is a  conflict
between the above summary and any provisions of this Lease  hereafter set forth,
the latter shall govern and control.

         1.2 EXHIBITS: The following exhibits are attached to this Lease, are by
this reference  incorporated into the Lease and made a part hereof and are to be
construed as part of this Lease:

                                    Special Stipulations
            EXHIBIT "A"    -        Floor Plan(s) of Premises;
            EXHIBIT "B"    -        Legal Description - Tower Place Complex;
            EXHIBIT "C"    -        Commencement Date Agreement (form);
            EXHIBIT "D"    -        Operating Expenses;
            EXHIBIT "E"    -        Work Schedule;
            EXHIBIT "F"    -        Rules and Regulations; and
            EXHIBIT "G"    -        Estoppel Certificate

         1.3  DEFINITIONS:  The  following  terms,  as defined  below,  are used
generally in this Lease, in addition to other terms defined herein:

          (a) Base Rental  means the annual  rental  provided in Section 1.1 (g)
     above which is payable  pursuant to Section 3.1 and as same may be adjusted
     in accordance with the provisions of Section 3.2;

          (b) Base Year means the calendar year stipulated in Section 1. 1 (j);

          (c) Building means the 29-story office  building  located in the Tower
     Place  Complex  and having a street  address of 3340  Peachtree  Road N.E.,
     Atlanta, Georgia, together with any additions,  replacements or alterations
     to same;

          (d) Commencement Date means the date on which the Lease Term begins as
     determined  in  accordance  with  the  provisions  of  Section  2.2  and as
     memorialized by Landlord and Tenant in the Commencement Date Agreement. The
     Anticipated Commencement Date is as set forth in Section 1.1(1) above;

          (e) Commencement  Date Agreement means the agreement to be executed by
     Landlord and Tenant to memorialize the Commencement  Date. The Commencement
     Date  Agreement  shall be in the form  attached  as Exhibit  "C",  with the
     blanks  appearing  thereon  completed  in  accordance  with the  provisions
     hereof;

          (f) Common Area or Common Areas means all areas,  whether  improved or
     unimproved, within the exterior boundaries of the Tower Place Complex which
     are now or hereafter made available for the nonexclusive  use,  convenience
     and  benefit of  Landlord  and Tenant and other  tenants of the Tower Place
     Complex,  their  employees,  agents,  customers,  invitees  and  licensees,
     including,  without  limiting  the  generality  of  the  foregoing,  malls,
     walkways,  driveways, curbs, gutters, sidewalks,  corridors, loading zones,
     service areas, signs, courts,  paving,  lighting and landscaped and planted
     areas.  The  meaning of "Common  Area" or "Common  Areas" may be  expanded,
     contracted  or  otherwise  altered in  accordance  with the  provisions  of
     Section 8.26;

          (h) Estimated  Operating Expense Increase means Landlord's estimate of
     (a) the amount by which the Operating Expenses for an Expense Increase Year
     will be in excess of the Operating  Expense Base multiplied by (b) Tenant's
     Share;

          (i) Estimated Operating Statement means a statement rendered to Tenant
     setting  forth:  (A)  Landlord's   reasonable  estimate  of  the  projected
     Operating  Expenses  for the  then-current  Expense  Increase  Year,  (B) a
     computation  of the  Estimated  Operating  Expense  Increase  due  for  the
     then-current  Expense  Increase  Year,  (C) a  computation  of the  monthly
     Estimated  Operating  Expense  Increase  installments  to be paid by Tenant
     pursuant to the Estimated Operating Statement,  being one-twelfth (1/12) of
     the amount  determined  pursuant to clause (B) above, and (D) a computation
     of the amount due Landlord,  or credit due Tenant, in respect of the lapsed
     months of the then-current Expense Increase Year;

          (j) Expense  Increase Year means each calendar year,  commencing  with
     the calendar year  following the Base Year,  falling,  in whole or in part,
     within the Lease Term;

          (k) Expiration Date means the date provided or determined as set forth
     in Section l.l(m) above;

          (1) Initial Installment means the amount stipulated in Section l.l(h),
     equal to one monthly installment of the initial Base Rental, which has been
     paid by Tenant to Landlord under the provisions of Section 3.5;


<PAGE>

          (m) Landlord's Broker means the entity designated in Section 1. l(p);

          (n) Landlord's  Mortgage  means any or all mortgages,  deeds to secure
     debt,  deeds of trust or other  instruments in the nature thereof which may
     now or  hereafter  affect or encumber  Landlord's  title to the Tower Place
     Complex,  the Building or the Premises,  and all  modifications,  renewals,
     consolidations, extensions or replacements thereof;

          (0) Lease Term means that period of time beginning on the Commencement
     Date and ending on the Expiration  Date, as same may be extended or renewed
     in accordance with any renewal or extension  option  expressly  provided by
     this Lease;

          (p)  Manager  means any entity  appointed  by  Landlord  to manage the
     Building and/or perform all or certain of Landlord's obligations under this
     Lease. The Manager as of the date hereof is stated in Section 1.1 (0);

          (q) Operating  Expense Base means,  subject to Section  3.3(d) hereof,
     Operating Expenses for the Building for the Base Year;

          (r) Operating Expense Increase means the payments to be made by Tenant
     to Landlord in the amounts,  at the times and in the manner provided for by
     Section 3.3;

          (s) Operating  Expenses are defined in Exhibit "D",  which is attached
     hereto, and are subject to Section 3.3(d)hereof;

          (t)  Operating  Statement  means a  statement  setting  forth  (1) the
     Operating  Expenses for an Expense  Increase Year, (2) a computation of the
     total  Operating  Expense  Increase  payable  by  Tenant  for such  Expense
     Increase Year, (3) an accounting for Estimated  Operating  Expense Increase
     payments, if any, made during such Expense Increase Year and (4) the amount
     of Operating  Expense  Increase then payable to Landlord,  or the credit in
     respect  thereof to which  Tenant is entitled,  for such  Expense  Increase
     Year, taking into account (with respect to any such credit) any increase in
     Estimated  Operating Expense Increase payments due Landlord pursuant to any
     Estimated   Operating   Statement   also   rendered  with  respect  to  the
     then-current Expense Increase Year;

          (v)  Premises  means that space in the  Building  described in Section
     l.l(c) and more particularly identified by diagonal lines or shaded area on
     the floor plan(s) attached as Exhibit "A" to this Lease;

          (w) Rules and Regulations mean the agreements of Tenant concerning the
     operation  and/or  use of the  Building  and/or  the  Tower  Place  Complex
     contained in the attached  Exhibit "F", as same may be modified or replaced
     from time to time by Landlord in its sole, but reasonable, discretion;

          (x) Security  Deposit means the amount  stipulated in Section 1. l(i),
     which sum has been  deposited by Tenant with Landlord  under the provisions
     of Section 3.6;

          (y) Tenant's Broker means the entity, if any, designated in
Section 1.1 (q);

          (z) Tenant's Share means that number, stated as a percentage,
determined  by  dividing  the number of  rentable  square  feet in the  Premises
(which,  for purposes of this provision,  Landlord and Tenant stipulate to be as
set forth in Section  1.1 (e) as of the date  hereof) by the number of  rentable
square feet in the Building (which, for purposes of this provision, Landlord and
Tenant  stipulate to be as set forth in Section  l.l(f) as of the date  hereof).
Therefore,  Tenant's  Share shall be as stated in Section 1. l(k) as of the date
hereof;

          (aa) Total Rent means, collectively, the Base Rental and the Operating
     Expense Increase;

          (bb) Tower Place  Complex  means that  certain  mixed-use  development
     situated  on the  property  more  particularly  described  in  Exhibit  "B"
     attached  hereto,  which  development  includes,   without  limitation,   a
     twenty-nine  (29)-story office building,  a five (5)-story office building,
     retail  facilities,  a six  (6)-story  hotel,  surface and deck parking and
     associated plazas, plazas, sidewalks and other Common Areas, facilities and
     improvements, as same may be altered, enlarged or reconfigured from time to
     time. The Building is a portion of the Tower Place Complex; and

          (cc) Work Schedule means Exhibit "E" which is attached to this Lease.

                                   ARTICLE II

                                 GRANT AND TERM

         2.1  PREMISES:  Landlord,  for  and  in  consideration  of  the  rents,
covenants,  agreements and  stipulations  herein  contained to be paid, kept and
performed by Tenant,  has leased and rented,  and by these  presents  leases and
rents the  Premises  to Tenant,  and Tenant  hereby  leases  the  Premises  from
Landlord upon all the terms and conditions  hereof. No easement for light or air
is included in the Premises or given by this Lease.  The Premises  shall be used
for the purpose of general office use and for no other purposes.

         2.2 TERM:  Tenant takes and accepts the Premises from Landlord upon the
terms  and  conditions  herein  contained,  to have and to hold the same for the
Lease Term, unless this Lease terminates earlier.  The Lease Term shall begin on
the  Commencement  Date,  which shall be,  subject to the provisions of the Work
Schedule,  the  earlier of the  Anticipated  Commencement  Date or the date upon
which initial  improvements  to the Premises,  if any, to be made by Landlord in
accordance  with the Work Schedule  have been  substantially  completed.  To the
extent any improvements are to be made by Landlord in the Premises in accordance
with the Work Schedule,  such improvements  shall be deemed to be "substantially
completed" when Landlord,  in its reasonable  judgment and in consultation  with
its  architects   and/or   contractors,   certifies  to  Tenant  that  (i)  such
improvements  have been  substantially  completed  and (ii) any  certificate  of
occupancy  necessary for Tenant's  occupancy of the Premises in accordance  with
the provisions of this Lease has been duly issued.

                                   ARTICLE III

                                      RENT

         3.1 BASE  RENTAL:  Tenant  covenants  and agrees to pay to Landlord the
Base Rental  stipulated in Section l.l(g), as same may be adjusted in accordance
with Section 3.2 below. The Base Rental (as so adjusted from time to time) shall
be payable  monthly in advance in equal  installments  (initially  as set out in
Section 1.1 (g), but as hereafter  adjusted in  accordance  with Section 3.2) on
the first (1st) day of every calendar  month during the Lease Term,  prorated as
appropriate  for partial  months.  If the Lease Term commences on other than the
first day of any calendar month, the first installment of Base Rental shall be a
prorated  amount based upon the actual number of days in such month and shall be
due and payable on the Commencement Date.

         3.2 BASE  RENTAL  ADJUSTMENT:  The amount of the Base  Rental  shall be
increased as of January 1 of each  calendar  year of the Lease Term to equal the
initial  Base  Rental  stated in  Section  1.  l(g) plus an amount  equal to the
product  obtained by  multiplying  (i) such initial Base Rental amount stated in
Section 1. 1(g) by (ii) the  Percentage  Increase  determined  as of the date of
adjustment;  provided,  however, that Base Rental (as previously adjusted) shall
never  decrease by virtue of this  Subsection.  Landlord  shall notify Tenant in
writing of the new annual  Base Rental  amount and the new  monthly  installment
amount  thereof at least three (3) days prior to the date on which the  increase
in Base Rental  becomes  effective  or, if Landlord  is not  reasonably  able to
determine  such  amounts by such  time,  promptly  following  the time when such
amounts can  reasonably  be  determined.  Tenant  covenants and agrees to pay to
Landlord the adjusted Base Rental in equal monthly installments on the first day
of each and every month for the pertinent  calendar year after  notification  of
the  adjusted  Base Rental from  Landlord.  Failure or  inability of Landlord to
notify Tenant prior to the pertinent January 1 adjustment date,  however,  shall
not affect Tenant's obligation to pay Base Rental as adjusted for each and every
month of the relevant  calendar year and, if Tenant has not been notified of the
adjusted  amounts  of Base  RentaI  prior to January 1 of the  calendar  year in
question,  Tenant shall  continue to pay Base Rental at the rate in effect prior
to the date of adjustment  until  notified of the new amounts,  after which time
Tenant shall (x) make further payments of Base Rental  thereafter  arising as so
adjusted  and (y) pay to  Landlord  in a lump sum any  difference  arising  with
respect to Base Rental payments made by Tenant for the calendar year in question
prior to the date of Tenant's  receipt of such notice.  SEE SPECIAL  STIPULATION
NO. 1.

         3.3      OPERATING EXPENSE INCREASE:
                  (a)  Tenant  covenants  and  agrees  to  pay to  Landlord,  as
Operating Expense Increase for each Expense Increase Year during the Lease Term,
a sum computed by  subtracting  the  Operating  Expense Base from the  Operating
Expenses  shown on the  Operating  Statement  for the Expense  Increase  Year in
question,  and multiplying the result by Tenant's Share.  Under no circumstances
shall Tenant be entitled to any refund of or credit against  Operating  Expenses
for any Expense  Increase Year should  Operating  Expenses ever be less than the
Operating  Expense  Base.  Within  one  hundred  twenty  (120)  days  after  the
expiration of each Expense Increase Year,  Landlord shall furnish Tenant with an
Operating Statement. The Operating Expense Increase shall, except as provided in
paragraph (b) of this Section 3.3, be due from Tenant thirty (30) days after the
rendering of the Operating Statement for such Expense Increase Year.

                  (b) Landlord may render an Estimated  Operating  Statement for
any Expense  Increase  Year. If and when so rendered  from time to time,  Tenant
shall pay to  Landlord  in advance on the first day of each  calendar  month the
monthly Estimated Operating Expense Increase  installments  provided for in such
Estimated Operating Statement, such payments to continue until another Estimated
Operating  Statement is rendered.  Upon the rendering of an Operating  Statement
for any Expense  Increase Year for which Estimated  Operating  Expense  Increase
installments  were  paid by  Tenant,  Tenant  shall,  within  thirty  (30)  days
thereafter,  pay to Landlord the sum of (x) the excess, if any, of the Operating
Expense Increase due for such Expense  Increase Year over the monthly  Estimated
Operating  Expense  Increase  installments  paid by  Tenant in  respect  of such
Expense  Increase Year and (y) the excess,  if any, of the  Estimated  Operating
Expense  Increase  installments  due for the current  Expense  Increase Year, as
shown on the current Estimated Operating Statement, over the Estimated Operating
Expense Increase installments then being paid by Tenant multiplied by the number
of months which shall have elapsed,  in whole or in part, since the commencement
of the current Expense Increase Year. If Tenant's  Estimated  Operating  Expense
Increase  installments  for the prior or  current  Expense  Increase  Year shall
exceed the Operating Expense Increase due for the prior Expense Increase Year or
the Estimated  Operating  Expense  Increase due for the current Expense Increase
Year,  respectively,  such excess  shall  first be credited  against any amounts
shown due on the Operating  Statement and the Estimated  Operating Statement and
the balance,  if any, shall be credited against the next succeeding  installment
or installments of Operating  Expense  Increase or Estimated  Operating  Expense
Increase becoming due hereunder; provided, however, that if the Lease Term shall
expire or this Lease shall terminate  prior to full  application of such credit,
any balance due Tenant  shall be refunded to Tenant by Landlord if Tenant is not
in default  under  this Lease  (and,  if Tenant is in  default  hereunder,  such
balance shall be held as additional  security for Tenant's  performance,  may be
applied  by  Landlord  toward  the cure of any such  default  and  shall  not be
refunded until any such default is completely cured by Tenant).

                  (c) Operating  Expense  Increase  shall be prorated on a daily
basis for any Expense Increase Year not wholly failing within the Lease Term.

                  (d) Tenant  acknowledges that certain Operating  Expenses will
vary  depending  on overall  occupancy  levels in the  Building.  If the average
occupancy level of the Building was less than  ninety-five  percent (95%) of the
total  rentable  square  footage  of the  Building  during  the Base Year or any
Expense  Increase  Year,  the  actual  Operating  Expenses  for the Base Year or
Expense  Increase Year in question,  as  applicable,  shall be adjusted to equal
Landlord's  reasonable  estimate of Operating  Expenses had ninety-five  percent
(95%) of the total  rentable  square  footage  of the  Building  been  occupied.
Landlord and Tenant further  acknowledge that the Building is part of the larger
Tower Place  Complex,  and that certain of the costs of  management,  operation,
maintenance,  repair and  security of the Tower Place  Complex from time to time
shall be allocated  among and shared by two or more of the  improvements  in the
Tower Place Complex (including the Building). It is also understood that certain


<PAGE>


costs incurred with respect to various facilities  surrounding the Building may,
from time to time, be allocated (if appropriate)  entirely to the Building.  The
determination  of all such costs and their  allocation shall be made by Landlord
in accordance with sound accounting principles. Accordingly, the term "Operating
Expenses",  as used in this Lease with respect to the Building,  shall from time
to time include some of the costs, expenses, and taxes enumerated in Exhibit "D"
to this Lease which were  incurred with respect to and allocated to or shared by
the Building in accordance with the foregoing.  Notwithstanding the foregoing or
anything else contained in this Lease to the contrary,  Tenant  understands  and
agrees that its rights to use other portions of the Tower Place Complex of which
the Building is a part  (including the Common Areas) are those  available to the
general  public and that this Lease  does not grant to it  additional  rights of
use. Specifically,  but without limitation, nothing in this Lease affords Tenant
any rights of parking  within the Tower Place Complex except as may be expressly
provided in Section 8.27 hereof.

         3.4      GENERAL PROVISIONS REGARDING RENT:

                  (a) The  provisions of this Article  concerning the payment of
Operating  Expense Increase shall survive the expiration or earlier  termination
of the Lease Term as to any and all sums due  Landlord  up to the date  thereof,
including  Operating Expense Increase due for the last Expense Increase Year, or
portion thereof, falling within the Lease Term, which sum shall be paid promptly
by Tenant in accordance  with the terms of this Article III.  Within one hundred
twenty (120) days following the  expiration or earlier  termination of the Lease
Term, Landlord shall render a final Operating Statement,  certified by Landlord,
and Landlord and Tenant shall adjust the Operating  Expense  Increase payment or
credit due Landlord or Tenant, as the case may be, for the last Expense Increase
Year of the Lease Term,  all in  accordance  with the  foregoing  provisions  of
Section 3.3.

                  (b) It is  understood  and agreed  that  Tenant's  payments of
Operating  Expense  Increase shall not be deemed payments of rental as that term
is construed  in relation to  governmental  wage and price  control or analogous
governmental  actions  affecting the amount of rental which  Landlord may charge
Tenant.  Notwithstanding  the  foregoing,  in the event  that such  governmental
actions or controls prevent the application of all or any part of the provisions
of this Article III regarding the payment of Operating Expense Increase,  Tenant
hereby  agrees to pay as monthly  rent  hereunder  the monthly  Base Rental plus
one-twelfth  (1/12)  of the  Operating  Expense  Increase  which was due for the
Expense  Increase Year preceding the year of the  institution of such actions or
controls, but in no case to exceed the maximum rent permitted by such actions or
controls.

                  (c) Tenant covenants and agrees to be liable for and to pay in
a timely manner all taxes and assessments  levied or assessed  against  personal
property,  furniture and fixtures placed by Tenant in the Premises. Further, and
in addition to the Base Rental and  Operating  Expense  Increase,  Tenant  shall
reimburse  Landlord,  within the thirty (30) days after written demand,  for any
and all taxes payable by Landlord (other than net income taxes),  whether or not
now  customary  or within the  contemplation  of the parties  hereto,  (i) upon,
measured  by or  reasonably  attributable  to the  cost  or  value  of  Tenant's
equipment, furniture, fixtures, or personal property located in the Premises, or
any  leasehold  improvements  made  in or to  the  Premises  by or  for  Tenant,
regardless of whether such  improvements  were constructed by Landlord or Tenant
and  regardless  of whether title to such  improvements  shall be in the name of
Landlord or Tenant;  (ii) upon,  measured by or reasonably  attributable  to the
Total  Rent  payable  hereunder,   or  any  component  thereof,  levied  by  any
governmental  body with respect to the receipt of such Total Rent; (iii) upon or
with respect to the possession,  leasing,  operation,  management,  maintenance,
alteration,  repair,  use or  occupancy by Tenant of the Premises or any portion
thereof;  and, (iv) upon this  transaction  or any document to which Tenant is a
party creating or transferring rights, an interest or an estate in the Premises.
In the event that it shall not be lawful for  Tenant so to  reimburse  Landlord,
the monthly  Base  Rental  payable to Landlord  under this Lease  shall,  to the
maximum  extent  permitted  by law, be revised to net Landlord the same net Base
Rental after imposition of any such tax upon Landlord as would have been payable
to Landlord prior to the imposition of any such tax. Tenant shall also be solely
liable for any taxes,  including rental, sales and use taxes,  assessed directly
against Tenant by any governmental authority.

                  (d) It is understood and agreed that Base Rental and Operating
Expense Increase shall be due and payable as provided herein,  without setoff or
deduction whatsoever. Base Rental, Operating Expense Increase and each and every
other  charge,  fee,  cost or expense which Tenant is obligated or liable to pay
to,  refund to or  reimburse  Landlord  shall,  for the  purposes of the default
provisions  of this Lease,  be deemed  additional  rental due from  Tenant,  and
Tenant's  failure to so pay, refund or reimburse when due shall entitle Landlord
to all the  remedies  provided  for herein and at law or in equity on account of
failure to pay rent.

                  (e) Base Rental, Operating Expense Increase and other sums due
hereunder  shall be paid in legal  tender  at  Manager's  address  set  forth in
Section 8.1, or to such other  address as may be specified by Landlord by notice
given from time to time as provided in such Section 8.1. No payment by Tenant or
receipt by Landlord of a lesser  amount  than the  monthly  installment  of Base
Rental or any other component of Total Rent due under this Lease shall be deemed
to be other than on account of the earliest Base Rental or other such  component
of Total Rent due hereunder, nor shall any endorsement or statement on any check
or any letter  accompanying  any check or payment of Total Rent (or any  portion
thereof)  be deemed an accord and  satisfaction,  and  Landlord  may accept such
check or payment without prejudice to Landlord's right to recover the balance of
such Total Rent or to pursue any other  remedy  provided  in this Lease or under
applicable law.

                  (f) Delay by Landlord in providing  Tenant with any statements
regarding   Operating  Expense  Increase  shall  not  relieve  Tenant  from  the
obligation  to pay  Operating  Expense  Increase  upon  the  rendering  of  such
statements.

         3.5 INITIAL  INSTALLMENT:  Simultaneously  with the  execution  of this
Lease, Tenant has paid to Landlord, and Landlord hereby acknowledges the receipt
of, the Initial Installment.  Such sum shall be applied by Landlord to the first
monthly installment(s) of Base Rental as they become due hereunder. In the event
Tenant fails to take possession of the Premises in accordance with all the terms
hereof, such sum shall be retained by Landlord for application in reduction, but
not in satisfaction,  of damages suffered by Landlord as a result of such breach
by Tenant.

         3.6 SECURITY  DEPOSIT:  Landlord  acknowledges that it has received the
Security Deposit from Tenant,  simultaneously  with the execution of this Lease.
The Security Deposit shall be security for the full and faithful performance and
observance  by Tenant of the  covenants,  terms and  conditions  of this  Lease,
including,  without limitation, the payment of Total Rent, on the part of Tenant
to be kept and performed.  No interest shall be payable on the Security Deposit,
and the Security  Deposit  need not be held in a  segregated  account and may be
commingled  with Landlord's  separate  funds.  It is agreed and  acknowledged by


<PAGE>


Tenant that the Security  Deposit is not an advance payment of rent or a measure
of Landlord's  damages in the case of default by Tenant.  Upon the occurrence of
an Event of Default  under this  Lease,  Landlord  may use,  apply or retain the
whole or any part of the Security Deposit to the extent required for the payment
of all or any part or  component  of  Total  Rent or any  other  sum as to which
Tenant  is in  default  or for the  payment  of any  other  injury,  expense  or
liability resulting from any Event of Default.  Use, application or retention of
the Security Deposit by Landlord shall not prohibit or limit Landlord's exercise
of any other remedies Landlord may have for Tenant's default. Following any such
application of the Security  Deposit,  Tenant shall pay to Landlord on demand an
amount necessary to restore the Security Deposit to its original amount.  In the
event that  Tenant  shall  fully and  faithfully  comply  with all of the terms,
provisions,  covenants and conditions of this Lease,  the Security Deposit shall
be returned to Tenant  within  thirty  (30) days after the  Expiration  Date and
after delivery of possession of the Premises to Landlord in accordance  with the
terms  hereof.  Upon  every  sale or lease of the  Building,  Landlord  shall be
released from all liability for the return of the Security  Deposit,  and Tenant
shall  look to the new  landlord  for its  return,  so long as the  transferring
Landlord assigns or transfers the Security Deposit to the acquiring  landlord or
provides the acquiring  landlord a credit for same.  The Security  Deposit shall
not be assigned or encumbered by Tenant,  and any such assignment or encumbrance
shall be void.

         3.7 LANDLORD'S  SECURITY  INTEREST:  In addition to any landlord's lien
arising at law or by  statute,  Landlord  shall have,  at all times,  and Tenant
hereby grants to Landlord a valid security interest,  to secure payment of Total
Rent and other sums of money becoming due hereunder  from Tenant,  and to secure
performance by Tenant of any covenant,  agreement or condition contained herein,
in and upon all goods, wares, equipment,  fixtures, furniture,  improvements and
other personal property of Tenant presently or which may hereinafter be situated
in the Premises,  and all proceeds  therefrom,  and such  property  shall not be
removed  therefrom  without the consent of Landlord  until all arranges in Total
Rent as well as any and all other sums of money then due to  Landlord  hereunder
shall first have been paid and discharged and all of the covenants,  agreements,
and  conditions  hereof have been fully  complied  with and performed by Tenant.
This provision shall be considered a security agreement and, in consideration of
this Lease, upon the occurrence of an Event of Default by Tenant,  Landlord may,
in addition to any other remedies provided herein, exercise all remedies granted
a "Secured  Party"  under the Uniform  Commercial  Code in force in the State of
Georgia.  Without  limitation,  Landlord  may enter upon the  Premises  and take
possession  of  any  and  all  goods,  wares,  equipment,  fixtures,  furniture,
improvements,  and  other  personal  property  of Tenant  situated  on or in the
Premises,  without  liability for trespass or  conversion,  and sell the same at
public or private sale, with or without having such property at the sale,  after
giving Tenant  reasonable  notice of the time and place of any public sale or of
the time after which any private sale is to be made,  for cash or on credit,  or
for such price and terms as Landlord  deems best,  at which sale the Landlord or
its assigns may purchase unless  otherwise  prohibited by law. Unless  otherwise
provided by law,  and without  intending  to exclude any other  manner of giving
Tenant reasonable  notice,  the requirement of reasonable notice shall be met if
such  notice is given in the manner  prescribed  in Section 8.1 of this Lease at
least five (5) days before the time of sale.  Landlord may also,  at its option,
foreclose  the lien  created  hereby in the  manner  and form  provided  for the
foreclosure of security instruments or in any other manner permitted by law. The
proceeds from any such disposition, less any and all expenses connected with the
taking of possession,  holding and selling of the property (including reasonable
attorneys'  fees and other  expenses),  shall be applied as a credit against the
indebtedness  secured by the security  interest granted in this Section 3.7. Any
surplus  shall be paid to Tenant or as  otherwise  required  by law,  and Tenant
shall pay any deficiencies forthwith. Upon request by Landlord, Tenant agrees to
execute  and  deliver to  Landlord a  financing  statement  or  statements  (and
continuation statements as necessary) in form sufficient to perfect the security
interest of Landlord in the  aforementioned  property and proceeds thereof under
the provisions of the Uniform  Commercial Code in force in the State of Georgia.
Any  statutory  or common law lien for rent is not hereby  waived,  the security
interest herein granted being in addition and supplementary thereto.

                                   ARTICLE IV

                       RIGHTS AND DUTIES DURING LEASE TERM

         4.1      PREPARATION OF THE PREMISES:

                  (a) Tenant  acknowledges  that it has  inspected the Premises,
that Landlord has made no  representations or warranties  whatsoever  respecting
the condition thereof or otherwise and that, except as may be expressly provided
to the contrary in the Work Schedule, Landlord has no obligation or duty to make
any  alterations,  improvements or repairs  whatsoever in and to the Premises to
make same ready for Tenant's use and  occupancy and Tenant takes and accepts the
Premises in their present "as is" condition.  By occupying the Premises,  Tenant
shall be deemed  conclusively  to have accepted the Premises as complying  fully
with Landlord's covenants and obligations.

                  (b) Initial  improvements  to the Premises,  if any,  shall be
governed by the Work Schedule.

                  (c) If the installation of improvements in the Premises causes
an increase in the ad valorem taxes levied or assessed on the  Building,  Tenant
shall  reimburse any such increase to Landlord within thirty (30) days following
written demand by Landlord as contemplated by Section 3.4(c).

                  (d)      Within  thirty  (30) days after the  Commencement
Date,  Tenant will  execute  and deliver to Landlord  the Commencement Date
Agreement.

         4.2 SERVICES:  Landlord agrees to provide to Tenant,  as Landlord deems
reasonably  necessary,  the  following  services  (the  cost  of  which,  unless
specifically  required  to be paid for  directly  by Tenant,  shall be  included
within Operating Expenses):

                  (a) General  cleaning and janitorial  service during the times
and in the manner such  janitorial  service is customarily  furnished in similar
office buildings in the metropolitan Atlanta, Georgia, area;

                  (b) Heating,  air-conditioning  and elevator  service daily on
Mondays through Fridays, inclusive, from 8:00 A.M. to 6:00 P.M. and on Saturdays
from 8:00 A.M. to 1:00 P.M.,  with New Year's Day,  Memorial  Day,  Independence
Day,  Labor  Day,  Thanksgiving  Day,  Christmas  Day and  other  days  observed
generally  as  holidays  by a  majority  of the  privately-owned  businesses  in
Atlanta,  Georgia  excepted.  At least one elevator  per elevator  bank shall be
operated at all other hours and on all other days.  Should  Tenant desire either
heating or air conditioning at other times, Landlord agrees to provide same upon
written  request by Tenant  delivered to the  Building's  Manager  during normal
business  hours at least  twenty-four  (24)  hours  prior to the time  when such


<PAGE>


service is desired.  Any  additional  service so  provided  shall be at Tenant's
expense at such hourly rates as may be determined from time to time by Landlord,
which charge  Tenant shall  promptly pay upon being billed  therefore.  Landlord
reserves the right to prohibit the use of heat generating machines and equipment
unless and until Tenant makes arrangements,  acceptable to Landlord,  to install
and  maintain  supplementary  air-conditioning  equipment  in  the  Premises  at
Tenant's  cost and expense,  and the costs of operation of such shall be paid by
Tenant on the Base  Rental  payment  dates at such rates as are  established  by
Landlord;   provided,  however,  that  the  maintenance  of  such  supplementary
air-conditioning  equipment shall be solely Tenant's,  and not Landlord's,  duty
and responsibility;

                  (c) 110 volt  electric  current for lighting and for usual and
normal  electric  power for office space,  all from existing  electric  circuits
designated  by Landlord for Tenant's use.  Landlord  reserves the right to meter
the  Premises or any portion  thereof  separately,  and if the  Premises (or any
portions  thereof)  are  so  separately  metered,   Tenant  shall  pay  for  all
electricity  furnished to the Premises  which is so separately  metered.  Tenant
shall  not,  without  Landlord's  prior  written  consent,  use  any  equipment,
including,  without limitation,  electronic data processing machines, punch card
machines, duplicating machines, main frame computers, photocopiers,  printers or
any other machines which use electric current in excess of 110 volts, which will
increase  the  amount of  electricity  ordinarily  furnished  for the use of the
Premises  as general  office  space or which  require  clean  circuits  or other
special distribution  circuits. If Tenant desires additional 110 volt electrical
power beyond that supplied by Landlord as provided  above,  electric  current in
excess of 110 volts,  or other  special  power  requirements  or circuits,  then
Tenant may request Landlord to provide such supplemental  power to the Premises,
which request  Landlord may grant or withhold in its reasonable  discretion.  If
Landlord furnishes such power or circuits, Tenant shall pay Landlord, on demand,
the cost of the design, installation, and maintenance of the facilities required
to provide such additional or special electric power or circuits and the cost of
all  electric  current so  provided  at a rate not to exceed the actual  cost to
Landlord for such current.  Landlord may require separate electrical metering of
such supplemental electrical power or circuits to the Premises, and Tenant shall
pay, on demand,  the cost of the design,  installation,  and maintenance of such
metering  facilities.  In no event shall  Tenant  have access to any  electrical
closets in the Building, it being agreed that any electrical  engineering design
or contract work shall be performed by Landlord or an electrical engineer and/or
electrical contractor designated by Landlord at Tenant's expense;

                  (d) Common use restrooms and toilets with hot and cold running
water; and

                  (e) Drinking water available on each floor of the Building.

         4.3  LIABILITY OF LANDLORD:  Landlord  shall not be liable to Tenant in
any manner  whatsoever for failure to furnish or delay in furnishing any service
or  services  provided  for in this  Lease and no such  failure  or delay  shall
constitute  actual or  constructive  eviction  of Tenant or  operate  to relieve
Tenant from the prompt and punctual performance of each and all the covenants to
be performed  herein by Tenant.  Landlord shall also not be liable to Tenant for
damage to person or property  caused by defects in, or repairs to, the  cooling,
heating,  electric,  water,  elevator or other  apparatus or systems or by water
discharged from sprinkler systems, if any, in the Building;  likewise,  Landlord
shall not be liable to Tenant for the theft, mysterious  disappearance,  or loss
of any property of Tenant  whether from the Premises or any part of the Building
or Tower Place Complex.  Landlord agrees to make  reasonable  efforts to protect
Tenant from  interference  or  disturbance  by third  persons,  including  other
tenants; however, Landlord shall not be liable, and Tenant shall not be relieved
from its  obligations  hereunder,  for any  such  interference  or  disturbance,
whether caused by another tenant or tenants of Landlord, or by other persons.

         4.4  REPAIRS  BY  LANDLORD:  Landlord  shall  have no duty to make  any
repairs or improvements to the Premises except structural repairs and repairs to
the Building's base electrical,  mechanical and plumbing  systems  necessary for
safety and  tenantability,  the  necessity for which (i) Landlord is notified in
writing  by  Tenant,  and (ii) is not  brought  about by any act or  neglect  of
Tenant, its agents, employees or visitors.  Landlord shall not be liable for any
failure to make repairs or to perform any maintenance  required hereunder unless
such failure shall persist for an unreasonable  time after written notice of the
need of such repairs or maintenance is given to Landlord by Tenant in accordance
with  Section  8.1 of this  Lease.  Tenant  waives the right to make  repairs at
Landlord's  expense  under any law,  statute or ordinance  now , or hereafter in
effect.

         4.5 RIGHTS OF LANDLORD TO ENTER  PREMISES:  Tenant shall not change the
locks  on any  entrance  to the  Premises.  Upon  Tenant's  written  request  to
Landlord,  Landlord  agrees  to make a  reasonable  change of locks on behalf of
Tenant and at Tenant's sole cost and expense. Landlord and its agents, employees
and  contractors  may  enter  the  Premises  at such  times  as  Landlord  deems
reasonably  necessary  or desirable  to inspect and examine  same,  to make such
repairs, additions, alterations, and improvements as Landlord desires to make to
the Building,  including,  without limitation, the erection, use and maintenance
of pipes and conduits,  to supply janitorial service and any other service to be
provided  by  Landlord  to Tenant  hereunder,  and to exhibit  the  Premises  to
prospective  purchasers or tenants.  In the event of emergency,  or if otherwise
necessary to prevent injury to persons or damage to property,  such entry to the
Premises may be made by force  without any  liability  whatsoever on the part of
Landlord  for any  resulting  damage.  Landlord may also take any and all needed
materials  into and  through  the  Premises  that may be  required  to make such
repairs, additions,  alterations, and improvements,  all without being liable to
Tenant in any manner whatsoever.  During such time as such work is being carried
on,  provided  such work is carried  out in a manner so as not  unreasonably  to
interfere with the use and occupancy of the Premises by Tenant,  Total Rent (nor
any portion thereof) shall in no way abate, and, regardless of Landlord's fault,
Tenant  waives any claim and cause of action  against  Landlord  for  damages by
reason of loss or  interruption  to  Tenant's  business  and  profits  therefrom
because of the prosecution of any such work.

         4.6      AGREEMENTS OF TENANT: Tenant agrees that it shall:

                  (a) at its own  expense  and  except  for the  obligations  of
Landlord  expressly  stated in Section 4.4 of this Lease,  keep the  Premises in
good repair and tenantable  condition and indemnify  Landlord  against any loss,
damage,  or expense  arising by any failure of Tenant so to do or due to any act
or neglect of Tenant, its employees, agents or visitors;

                  (b) make no  alterations or additions of any kind in or to the
Premises or the Building without first obtaining Landlord's written consent; all
such work,  including  additions,  fixtures and leasehold  improvements (but not
including moveable office furniture and equipment and other personal property of
Tenant), made or placed in or upon the Premises or the Building either by Tenant
or  Landlord  shall be and become  Landlord's  property  at the end of the Lease
Term, all without  compensation or payment to Tenant,  and shall remain upon and
in the Premises, during and at the termination of the Lease Term;


<PAGE>

                  (c) not use the  Premises  for any illegal  purpose or violate
any statute,  regulation,  rule or order of any governmental body, nor create or
allow to exist  any  nuisances  or  trespasses,  nor do any act in or about  the
Premises  or bring  anything  onto or into the  Premises  which  will in any way
increase  the rate of  insurance  on the  Premises  or  reduce  the value of the
Building or its  attractiveness  to other  tenants,  nor will  Tenant  deface or
injure the  Premises  or commit or allow  waste to be  committed  on any portion
thereof or overload any floor of the Premises;

                  (d) at its sole expense comply, as to its use of the Premises,
with all statutes, regulations, rules, ordinances and orders of any governmental
body,  department  or agency  thereof,  and abide by and  observe  the Rules and
Regulations;
                  (e) indemnify and hold Landlord  harmless from and against any
and all loss, cost, damage, expense, or liability whatsoever, including, without
limitation,  court costs and reasonable  attorneys' fees, imposed on Landlord by
any  person  whomsoever,  caused  in whole or in part by an act or  omission  of
Tenant or its agents, employees, invitees, licensees, contractors, subtenants or
assignees  (the  provisions  of  this   Subsection  to  survive   expiration  or
termination of this Lease with respect to any act or omission occurring prior to
such expiration or termination);

                  (f) report  immediately  in writing to Landlord any  defective
condition in or about the Premises  known to Tenant,  and a failure so to report
shall make  Tenant  liable to  Landlord  for any  expense or damage to  Landlord
resulting from such defective condition;

                  (g) pay interest to Landlord on demand, at the rate of one and
one-half  percent  (11/2%)  per  month or the  maximum  rate  permitted  by law,
whichever is lower, on any installment of Total Rent not paid when due, accruing
from the due date until paid;

                  (h) pay to  Landlord  on demand,  in the event  that  Landlord
elects to accept a payment of any part of the Total  Rent which is not  received
by  Landlord  within  five (5) days of its due date,  a late charge in an amount
equal to the greater of Fifty Dollars ($50.00) or five percent (5%) of the total
outstanding  amount due (which late charge  represents an agreed upon charge for
Landlord's  administrative  expenses in processing  late payments,  and is not a
payment for the use of money or a penalty); provided, however, nothing contained
herein  shall be deemed to require  Landlord to accept any payment of Total Rent
received by Landlord after the due date;

                  (i) pay to Landlord a  processing  and  handling  fee of Fifty
Dollars ($50.00) for any check of Tenant's which is returned to Landlord because
of  insufficient  funds,  as liquidated  damages to compensate  Landlord for its
additional  administrative  costs and expenses in handling such items,  it being
agreed  that the exact  amount  thereof  would be  difficult  or  impossible  to
ascertain;

                  (j) cooperate with Landlord in complying with all  regulations
of the United States Department of Energy and of any governmental  agency having
jurisdiction  of the  Building  and/or  Tower  Place  Complex,  relating  to the
conservation of energy, including, without limitation, any regulations requiring
the  production of  information  regarding the  consumption of energy within the
Building  and/or  Tower  Place  Complex,  and Tenant  shall  indemnify  and hold
Landlord harmless from and against any loss, cost,  damage, or liability arising
out of any violation of any such regulations by Tenant,  its employees,  agents,
contractors, invitees, licensees, subtenants and assignees; and

                  (k) install  telephone  service to the Premises  only from the
telephone  circuits  designated  by  Landlord  in writing as those  serving  the
Premises;  if Tenant  requires  additional  telephone  service  capacity for the
Premises,  such  capacity  must be  provided  by a  telecommunications  provider
approved by Landlord, at no cost to Landlord, and the design and installation of
such  supplemental  capacity  shall be subject  to the  reasonable  approval  of
Landlord.

         4.7 SIGNS:  Tenant shall obtain the written  approval of Landlord prior
to  placing  and  maintaining,  or  causing  or  permitting  to  be  placed  and
maintained,  any sign,  advertising  matter or other  thing of any kind,  on the
exterior of the Premises, or any decorating,  lettering or advertising matter on
any exterior door to the Premises.  Tenant shall not affix or attach anything to
windows in the Premises or,  without  Landlord's  prior written  consent in each
instance  (which  may be given on such  condition  as  Landlord  may  reasonably
elect), place signs or similar matter on the Premises which will be visible from
outside the  Premises.  All  exterior and  elevator  lobby signs  shall,  unless
Landlord otherwise specifically consents in writing, conform to uniform Building
sign  specifications  promulgated  by Landlord  and Landlord  shall  provide and
install same at Tenant's cost and expense.

         4.8 BUILDING NAME: Tenant acknowledges that the Building is part of the
Tower Place  Complex  known  generally as "Tower  Place."  Tenant  covenants and
agrees to cause all  directory  listings,  advertising  and all other printed or
written material containing Tenant's address at the Premises accurately to refer
to "Tower Place" or any other name given the Building and/or Tower Place Complex
by Landlord in accordance herewith; however, Tenant shall not, without the prior
written  consent of  Landlord,  use the name Tower Place or any other name given
the Building or Tower Place Complex,  or any other deceptively  similar name, or
any associated  service mark or logo of the Building  and/or Tower Place Complex
for any purpose  other than  Tenant's  business  address  and  Tenant,  under no
circumstances,  shall use the word "Courtyard" in any signage or  advertisement.
Upon written notice to Tenant,  Landlord  reserves the right,  from time to time
and at its sole option,  to name or change the name of the Building and/or Tower
Place Complex and to change the street address of the Building.

         4.9      HAZARDOUS MATERIALS:

                  (a)  Tenant  hereby  covenants  that,  from and after the date
hereof and  thereafter  during the Lease Term,  Tenant shall not cause or permit
any "Hazardous  Substances" (as hereinafter defined) to be placed, held, located
or disposed of in or about the  Premises or the Tower Place  Complex or any part
of either and that  neither the Premises  nor the Tower Place  Complex,  nor any
part of either, shall ever be used by Tenant or persons claiming under Tenant as
a storage site (whether  permanent or temporary)  for any Hazardous  Substances.
For purposes of this Section 4.9, "Hazardous  Substances" shall mean and include
those  elements  or  compounds  which  are  contained  in the list of  hazardous
substances adopted by the United States Environmental Protection Agency (EPA) or
the list of toxic  pollutants  designated  by  Congress  or the EPA or which are
defined as hazardous,  toxic, pollutant,  infectious or radioactive by any other
federal, state or local statute, law, ordinance,  code, rule, regulation,  order
or decree  regulating,  relating to or imposing  liability  (including,  without
limitation, strict liability) or standards of conduct concerning, any hazardous,
toxic or dangerous waste, substance or material, as now or at any time hereafter
in effect (collectively "Environmental Laws").


<PAGE>


                  (b) Tenant hereby agrees to comply with all Environmental Laws
with regard to its use and  occupancy of the Premises and to indemnify  Landlord
and hold  Landlord  harmless  from and against any and all losses,  liabilities,
including strict liability,  damages, injuries,  expenses,  including reasonable
attorneys' fees, costs of any settlement or judgment and claims of any and every
kind whatsoever paid, incurred or suffered by, or asserted against,  Landlord by
any person,  entity or governmental  agency for, with respect to, or as a direct
or indirect  result of Tenant's  failure so to comply or the presence in, or the
escape, leakage, spillage, discharge, emission, or release from, the Premises of
any Hazardous Substance (including, without limitation, any losses, liabilities,
including strict liability,  damages, injuries,  expenses,  including reasonable
attorneys'  fees,  costs of any  settlement  or judgment  or claims  asserted or
arising  under  the  Comprehensive  Environmental  Response,   Compensation  and
Liability Act, any so-called federal,  State or local "Superfund" or "Superlien"
laws or any other  Environmental  Law);  provided,  however,  that the foregoing
indemnity is limited to matters  arising  solely from Tenant's  violation of the
covenant contained in Subsection 4.9(a) above.

                  (c) In the event Landlord suspects, in its reasonable opinion,
that Tenant has violated any of the covenants  contained in this Section 4.9, or
that the Premises,  Retail  Complex or Tower Place Complex are not in compliance
with the  Environmental  Laws for any reason as to which  Tenant is  responsible
hereunder,  or that the Premises,  Retail Complex or Tower Place Complex are not
free of Hazardous  Substances  for any reason as to which Tenant is  responsible
hereunder,  Tenant shall take such steps as Landlord  requires by written notice
to  Tenant in order to  confirm  or deny such  occurrences,  including,  without
limitation,  the  preparation  of  environmental  studies,  audits,  surveys  or
reports.  In the event that Tenant fails to take such action,  Landlord may take
such  action  and shall  have such  access to the  Premises  as  Landlord  deems
necessary,  and the costs and  expenses of all such  actions  taken by Landlord,
including,  without  limitation,  Landlord's  attorneys'  fees, shall be due and
payable  by Tenant  upon  demand  therefor  from  Landlord  as  additional  rent
hereunder.  If any lender or  governmental  agency shall ever require testing to
ascertain whether or not there has been any release of hazardous materials, then
the  reasonable  costs  thereof  shall be  reimbursed by Tenant to Landlord upon
demand as additional  charges if such  requirement  applies to the Premises.  In
addition,  Tenant shall execute  affidavits,  representations  and the like from
time to time at Landlord's request concerning Tenant's best knowledge and belief
concerning  the presence of hazardous  substances  or materials on the Premises.
Further,  Landlord reserves the right at any time and from time to time to enter
the Premises  following  reasonable  advance notice thereof to Tenant (except in
cases of emergency) in order to perform periodic environmental studies,  audits,
surveys and reports and in order to determine  whether  Tenant is in  compliance
with the terms of this Section 4.9.

                  (d) The  obligations  and  liabilities  of Tenant  under  this
Section 4.9 shall survive the expiration or earlier termination of this Lease or
other enforcement of Landlord's remedies under this Lease.

         4.10     INSURANCE:

                  (a)  Tenant  agrees  that it shall  carry  fire  and  extended
coverage   insurance   insuring   Tenant's  interest  in  its  improvements  and
betterments to the Premises and any and all furniture,  equipment, supplies, and
other property owned,  leased, held or possessed by it and contained therein, in
an amount equal to the full insurable  values thereof (it being  understood that
no lack of  inadequacy  of insurance by Tenant shall in any event make  Landlord
subject  to any  claim  by  virtue  of any  theft  of or loss or  damage  to any
uninsured or inadequacy insured property).

                  (b) Tenant  shall also  procure and  maintain  throughout  the
Lease Term  business  interruption  insurance  in an amount that will  reimburse
Tenant  for  direct or  indirect  loss of  earnings  attributable  to all perils
insured  against under this Section or  attributable to the prevention of access
to the Premises by civil authority, and sufficient to reimburse Tenant for Total
Rent in the event of a casualty to, or temporary  taking of, the Building or the
Premises.

                  (c) Tenant  shall also  procure and  maintain  throughout  the
Lease Term a policy or policies of insurance, insuring Tenant, Landlord, Manager
and any other persons designated by Landlord,  against any and all liability for
injury to or death of a person or persons and for damage to property  occasioned
by or  arising  out of any  construction  work being  done on the  Premises,  or
arising out of the condition,  use, or occupancy of the Premises,  or in any way
occasioned by or arising out of the activities of Tenant, its agents, employees,
or licensees in the Premises,  or other  portions of the Building or Tower Place
Complex,  in amounts  not less than  $1,000,000  with  respect to injuries to or
death  of any  one  person,  $1,000,000  with  respect  to any one  casualty  or
occurrence and $1,000,000 with respect to property damage, or such higher annual
policy  aggregate  limits as Landlord may  reasonably  require from time to time
during the Lease  Term.  Tenant  shall  also carry or procure  any other form or
forms of  insurance or any changes or  endorsements  to the  insurance  required
herein as  Landlord  or any  Mortgagee  (as  hereinafter  defined)  or lessor of
Landlord may reasonably require, from time to time, in form or in amounts.

                  (d)  Landlord  and  Tenant  shall  each have  included  in all
policies of insurance respectively obtained by them with respect to the Building
and/or the Premises a waiver by the insurer of all right of subrogation  against
the other in connection with any loss or damage thereby insured against. So long
as both  Landlord's  and  Tenant's  policies  then in force  include such mutual
waiver of subrogation,  Landlord and Tenant,  to the fullest extent permitted by
law, each waive all right of recovery against the other for and agree to release
the other from  liability  for, loss or damage to the extent such loss or damage
is covered by valid and collectible insurance in effect at the time of such loss
or damage.  If such waiver of  subrogation  shall not be  obtainable or shall be
obtainable only at a premium over that chargeable without such waiver, the party
seeking such waiver shall  notify the other  thereof in writing,  and the latter
shall  have ten (10)  days in which  either  (i) to  procure  on  behalf  of the
notifying  party  insurance  with  such  waiver  from  a  company  or  companies
reasonably  satisfactory  to the  notifying  party  or (ii) to agree to pay such
additional  premium (in Tenant's case, in the proportion which the rentable area
of the Premises bears to the area covered by the insurance policy of Landlord in
question).

                  (e) All insurance  policies  procured and maintained by Tenant
pursuant to this Subsection 4.10 shall be carried with companies  licensed to do
business in the State of Georgia  reasonably  satisfactory to Landlord and shall
be non-cancelable  except after thirty (30) days' written notice to Landlord and
any  designees of  Landlord.  Such  policies or duly  executed  certificates  of
insurance with respect  thereto shall be delivered to Landlord prior to the date
that Tenant takes  possession of the Premises,  and renewals thereof as required
shall be delivered to Landlord at least thirty (30) days prior to the expiration
of each respective  policy term. If Tenant shall fail to procure or maintain any
insurance  required of Tenant hereunder,  Landlord may, at its sole option,  but
shall not be required to,  procure and maintain the same at the cost and expense
of Tenant,  and Tenant agrees to reimburse  Landlord for same as additional rent
due  hereunder  within  fifteen (15) days after  receiving  notice of the amount
thereof from Landlord.


<PAGE>


         4.11  LIENS:  No work  performed  by  Tenant in the  Premises,  whether
pursuant  to this  Lease  or  otherwise,  whether  in the  nature  of  erection,
construction,  alteration, addition, improvement, remodeling or repair, shall be
deemed to be for the immediate use and benefit of Landlord,  and no  mechanic's,
materialman's  or other lien shall be allowed  against the estate of Landlord by
reason of any  consent  given by  Landlord  to Tenant to improve  the  Premises.
Tenant shall pay promptly all persons furnishing labor or materials with respect
to any work  performed by Tenant or its  contractor on or about the Premises and
Tenant shall  discharge of record within  twenty (20) days  following the filing
thereof, by payment or bonding,  any mechanic's lien filed against the Premises,
the Building or the Tower Place  Complex for work or  materials  claimed to have
been furnished to Tenant.

                                    ARTICLE V

                            ASSIGNMENT AND SUBLETTING

         5.1      ASSIGNMENT AND SUBLETTING:

                  (a) Tenant  shall not,  without the prior  written  consent of
Landlord, assign,  hypothecate, or otherwise transfer this Lease or any interest
hereunder,  or sublet the Premises or any part thereof, or permit the use of the
Premises  by any party  other  than  Tenant.  Landlord's  consent  or refusal to
consent to a proposed  assignment  or sublease  must be an action which is taken
reasonably  and in good faith.  For the  purposes of the  immediately  preceding
sentence,  Landlord shall be deemed to be acting reasonably and in good faith in
determining  whether  to  consent  to a proposed  assignment  or  sublease  when
Landlord  considers  such  factors as,  without  limitation,  the  identity  and
business  reputation of the proposed assignee or subtenant,  the relationship of
the proposed  assignee or subtenant to the tenant mix in the Building and/or the
Tower  Place  Complex,  the  type  or  nature  of  the  proposed  assignee's  or
subtenant's   business,   the  creditworthiness  of  the  proposed  assignee  or
subtenant,  and any agreement or leasing  restrictions  with existing tenants or
other third  parties  that  prohibit or restrict  Landlord  from  leasing to the
proposed  assignee or subtenant.  Tenant agrees to pay to Landlord as additional
rental, on demand, a Four Hundred Dollar ($400.00) administrative processing fee
in connection with any request by Tenant for consent to a proposed assignment or
subletting and, in addition, reasonable out-of-pocket costs incurred by Landlord
(including, without limitation,  attorneys' fees) in connection with any request
by Tenant for Landlord to consent to any assignment or subletting by Tenant. All
monies so paid  shall be  non-refundable  in any  event,  regardless  of whether
Landlord  consents to the proposed  assignment or subletting.  Any assignment or
sublease  shall not  nullify  these  provisions,  and all later  assignments  or
subleases  shall be made  likewise  only  after the  prior  written  consent  of
Landlord is obtained in each instance.

                  (b) No sublease or assignment  by Tenant shall relieve  Tenant
of any liability hereunder. Without limiting the foregoing, if, with the consent
of  Landlord,  this Lease is  assigned or the  Premises  or any part  thereof is
sublet or occupied by any party other than Tenant,  Landlord may,  after default
by Tenant, collect rent from the assignee,  subtenant or occupant, and apply the
net amount collected to the Total Rent herein reserved,  but no such assignment,
subletting,  occupancy,  or  collection  shall be deemed  (i) a waiver of any of
Tenant's  covenants  contained in this Lease, (ii) the acceptance by Landlord of
the assignee,  subtenant, or occupancy as Tenant hereunder, or (iii) the release
of Tenant from further performance by Tenant of its covenants under this Lease.

                  (c) The  occupancy  of the Premises by any  successor  firm or
entity  of the  Tenant  or by any firm or entity  into  which or with  which the
Tenant may become merged or  consolidated  shall be deemed an assignment of this
Lease requiring the prior written consent of Landlord.

                  (d)  Notwithstanding  the giving by Landlord of its consent to
any  assignment or sublease  with respect to the  Premises,  no such assignee or
sublessee may exercise any expansion  option,  right of first refusal option, or
renewal  option  under this Lease,  nor shall any such party have the benefit of
any specific signage or other similar privileges or rights which may be provided
to  Tenant  under  this  Lease  except in  accordance  with a  separate  written
agreement entered into directly between such assignee or sublessee and Landlord.
After a permitted  assignment or subletting,  the original  Tenant shall have no
right to exercise on behalf of a permitted assignee or sublessee as to the space
assigned  or sublet  any  expansion  option,  right of first  refusal  option or
renewal or extension option.

                  (e) Should  Landlord  permit any  assignment  or subletting by
Tenant  and  should  the  monies  received  as a result  of such  assignment  or
subletting  (when compared to the monies still payable by Tenant to Landlord) be
greater than Landlord would have received  hereunder had not Landlord  permitted
such  assignment or subletting,  then fifty percent (50%) of the "Gross Profit",
less reasonable  amounts for brokerage  commissions  and or Tenant  improvements
shall be payable by Tenant to  Landlord,  it being the parties'  intention  that
Landlord,   in  consideration  of  Landlord's   permitting  such  assignment  or
subletting,  shall receive fifty percent (50%) of any Gross Profit from any such
assignment or subletting.  Further,  should the assignment or subletting  giving
rise to the Gross Profit less reasonable  amounts for brokerage  commissions and
or Tenant  improvements  be arranged by  Landlord  (or its  Manager) on Tenant's
behalf (it being understood that neither Landlord nor its Manager shall have any
obligation to arrange for same),  one hundred percent (100%) of the Gross Profit
shall be paid to Landlord.

                                   ARTICLE VI

                              DEFAULT AND REMEDIES

         6.1 EVENTS OF DEFAULT:  The  occurrence of any of the  following  shall
constitute "Events of Default" (each an "Event of Default"):

                  (a) Any part,  portion or component of the Total Rent,  or any
other sums payable under this Lease, or otherwise, not received when due;


<PAGE>


                  (b)  The  Premises  are  deserted,  vacated,  or not  used  as
regularly or consistently as would normally be expected for similar premises put
to the same or similar  purposes as set forth in Section 2.1, even though Tenant
continues to pay Total Rent;

                  (c) Any  petition  is filed by or  against  Tenant  under  any
section  or  chapter  of the  Federal  Bankruptcy  Code,  and,  in the case of a
petition filed against Tenant,  such petition is not dismissed within sixty (60)
days after the date of such filing;

                  (d)      Tenant becomes insolvent or transfers property in
fraud of creditors;

                  (e)      Tenant makes an assignment for the benefit of
creditors;

                  (f)      A receiver is appointed for any of the Tenants assets
; or

                  (g)  Tenant  breaches  or  fails  to  comply  with  any  term,
provision,  condition or covenant of this Lease, other than the payment of Total
Rent, or any of the Rules and Regulations.

         6.2      REMEDIES:

                  (a) Upon the occurrence of an event of default, Landlord shall
have the option to do and perform any one or more of the following,  in addition
to, and not in limitation of, any other right or remedy available to Landlord at
law or in  equity  or  elsewhere  under  this  Lease if the  events  of  default
described in Subsections  6.1(a) or (b) are not cured within five (5) days after
written  notice  by  Landlord  of  such  default,  if the  events  described  in
Subsection  6.1(g) are not cured within twenty (20) days after written notice of
such default  (unless such default  gives rise to immediate  threat to person or
property, in which case such event of default shall immediately entitle Landlord
to its rights and  remedies)  or if any of the other  events of default  are not
cured immediately:

                            (i)  terminate  this Lease,  in which event Tenant
shall immediately  surrender the Premises to Landlord,  but if Tenant shall fail
to do so,  Landlord may,  without  further  notice and without  prejudice to any
other remedy Landlord may have for possession or arrearages in Total Rent, enter
upon the Premises and expel or remove Tenant and Tenant's  effects,  by force if
necessary,  without  being  subject to  prosecution  or liable for any claim for
damages  therefore;  and Tenant  agrees to  indemnify  Landlord for all loss and
damage which Landlord may suffer by reason of such termination,  whether through
inability to relet the Premises, or through decrease in rent, or otherwise (such
agreement to survive any such termination of this Lease); and/or

                           (ii)  terminate  Tenant's  right of possession of the
Premises without  terminating this Lease, and enter the Premises as the agent of
Tenant,  by force if necessary,  without being subject to  prosecution or liable
for any claim for  damages  therefore,  and relet the  Premises  as the agent of
Tenant  without  advertisement  and by  private  negotiations  and  or any  term
Landlord  deems  proper,  and receive the rent  therefor,  and Tenant  shall pay
Landlord upon demand any deficiency  that may arise by reason of such reletting,
but  Tenant  shall  not be  entitled  to any  surplus  funds  generated  by such
reletting;Tenant  shall  reimburse  Landlord  for all  costs  of  reletting  the
Premises, including, but not limited to, advertising expenses,  commissions, and
the cost of  improvements  reasonably  required in order to relet the  Premises;
and/or

                           (iii) as agent  of  Tenant,  do  whatever  Tenant  is
obligated to do by the provisions of this Lease and enter the Premises, by force
if necessary,  without being subject to prosecution or liable for any claims for
damages  therefor,  in  order to  accomplish  this  purpose;  Tenant  agrees  to
reimburse  Landlord  immediately upon demand for any expenses which Landlord may
incur in thus  effecting  compliance  with this Lease on behalf of  Tenant,  and
Tenant  further  agrees  that  Landlord  shall  not be  liable  for any  damages
resulting  to Tenant  from such  action,  whether  caused by the  negligence  of
Landlord or otherwise; and/or

                           (iv)  collect  as  liquidated  damages  and  not as a
penalty,  and in addition to all Total Rent and other amounts previously due and
unpaid under the terms and  conditions  of the Lease,  the  accelerated  present
value of the Total Rent, and all other sums provided herein to be paid by Tenant
during the remainder of the Lease Term (the "Rent Balance"), less the Net Rental
Value of the Premises, as hereinafter defined; the term "Net Rental Value" shall
mean the fair rental value of the  Premises for the  remainder of the Lease Term
reduced to present  value,  less the Landlord's  costs,  expenses and attorneys'
fees in connection  with the  preparation  of the Premises for reletting and for
the  reletting  itself;  provided,  however,  the parties agree that in no event
shall the Net Rental Value exceed the Rent  Balance;  the parties  further agree
that the damages caused by the Tenant's default would be difficult or impossible
accurately  to  estimate  and that  this  measure  of  damages  is a  reasonable
pre-estimate of the Landlord's  probable loss resulting from Tenant's breach;the
acceptance  of the  liquidated  damages  set forth in this  paragraph  shall not
constitute a waiver of any failure of Tenant thereafter occurring to comply with
any term, provision, condition or covenant of this Lease.

                  (b) If Landlord  exercises  any of the  remedies  set forth in
Section 6.2(a) or under Georgia law, in addition to all other costs and expenses
Landlord  shall be entitled to recover under this Lease,  Landlord shall also be
entitled to recover:

                    (i) the cost of performing any other  covenants  which would
               have otherwise been performed by Tenant;

                    (ii) the  amount of any  rental  abatement  or other  rental
               concession provided by Landlord to Tenant;provided, however, that
               in no event shall Tenant's  liability  hereunder exceed the Total
               Rent due under this Lease;

                    (iii) all sums  expended  by  Landlord,  and not  previously
               reimbursed to Landlord by Tenant,in  connection with improving or
               repairing the Premises to Tenant's specifications; and

                    (iv)  all  costs  and  expenses   incurred  by  Landlord  in
               connection  with the  termination  of this Lease and  eviction of
               Tenant.



<PAGE>

                                   ARTICLE VII

                       DESTRUCTION OR DAMAGE: CONDEMNATION

         7.1  DESTRUCTION  OF OR DAMAGE TO  PREMISES:  If because  of fire,  the
elements,  or Act of God, the  Premises or the  Building is either  destroyed or
damaged so as to render the Premises  wholly unfit for occupancy,  or if, in the
judgment of Landlord,  the damage resulting cannot be repaired within sixty (60)
days from such damage,  then at the option of Landlord to be exercised by giving
written  notice to Tenant  within  sixty  (60) days  following  the date of such
damage,  this Lease shall  terminate  on the date of such  election,  and Tenant
shall  immediately  surrender  the  Premises to  Landlord.  In such  event,  and
regardless  of whether  Landlord  elects to terminate  this Lease,  Tenant shall
continue  to owe  and pay  Total  Rent up to but  not  beyond  the  time of such
surrender, but Total Rent shall abate in proportion to the number of square feet
of rentable  area of the Premises  rendered  unusable by such  damage.  Under no
circumstances  shall Landlord be liable to Tenant for inconvenience,  annoyance,
loss of profits,  expenses, or any other type of injury or damage resulting from
the repair of any such damage, or from any repair,  modification,  arranging, or
rearranging of any portion of the Premises or any part or all of the Building or
for termination of this Lease as provided above. Tenant assumes the risks of any
and all  damage to its  personal  property  in or on the  Premises  and from any
casualty whatsoever.

         7.2 EMINENT DOMAIN: If all of the Premises or the Building is taken, or
if  such a part of  either  is  taken  so as to  render  the  remainder  thereof
unsuitable for Landlord's or Tenant's  purposes,  for any public or quasi-public
use by eminent domain or by private  purchase in lieu thereof,  this Lease shall
terminate  at the  option  of  either  Landlord  or  Tenant on the date that the
condemning  authority  actually takes possession of the part condemned.  If this
Lease  is not so  terminated,  or upon a  taking  not  within  the  scope of the
foregoing, Total Rent shall abate for the period of such taking in proportion to
the area of the Premises taken. In no event shall Tenant have any right or claim
to any part of any award made to or  received by Landlord  for such  taking,  or
against Landlord or the condemning authority for the value of any unexpired term
of this Lease,  and Tenant  hereby  assigns any such claim to Landlord.  Nothing
herein  contained,  however,  shall preclude  Tenant from claiming,  proving and
receiving from the condemning authority a separate award for the value of any of
Tenant's personal property taken which Tenant could have rightfully removed from
the Premises  hereunder and for relocation and moving  expenses,  so long as the
Landlord's award is not thereby reduced.

         7.3 DETERMINATION OF TIME REQUIRED TO REBUILD: Within ten (10) business
days following any casualty described in Section 7.1, or any taking described in
Section 7.2, Landlord shall give Tenant a notice stating (a) Landlord's estimate
of the  portion  of the  Premises  rendered  untenantable  as a  result  of such
casualty  or  taking  and (b)  Landlord's  estimate  of the  time  required  for
restoration.  If Landlord and Tenant do not agree within ten (10) days after the
casualty  or  taking  as to the  length  of time  which  would be  required  for
restoration, the issue shall be submitted,  promptly, by both parties, or either
party, to the president or principal officer of the Atlanta, Georgia, Chapter of
the American Institute of Architects (or successor thereto) whose  determination
shall be binding  upon the parties.  Landlord and Tenant shall share  equally in
the cost of obtaining the opinion of said person.

         7.4 PARTIAL  DESTRUCTION  OR TAKING:  If the  Premises are damaged as a
result of a casualty  described in Section 7.1 or a taking  described in Section
7.2 but this Lease is not terminated as a result of such casualty or taking, all
rental shall abate in proportion to the amount of the Premises  which shall have
been rendered unusable; provided, however, that Tenant's obligation to pay Total
Rent shall not cease or abate if the damage to the  Premises or the Building was
caused  through the  negligence  or willful  misconduct  of Tenant,  its agents,
employees, contractors,  invitees, licensees, subtenants, or assignees. Further,
in such a case, Landlord will promptly,  at its sole cost and expense,  restore,
replace  or  rebuild  the same as  nearly  as  possible  to the  structural  and
architectural  condition  existing  immediately prior to such casualty or taking
and as  expeditiously  as  practicable  but  within  a period  beginning  on the
earliest date upon which the time required for  restoration  has been determined
and any options of  Landlord or Tenant to  terminate  this Lease,  if any,  have
expired,  and having a length not  exceeding  one  hundred  twenty-five  percent
(125%) of the  length of time  required  to rebuild as  determined  pursuant  to
Section 7.3 as the same may be extended pursuant to Section 8.23, whereupon full
rental shall recommence.  If the damage or seizure affects more than twenty-five
percent (25%) of the area of the  Premises,  or such a fraction that would leave
the  remainder of the Premises  untenable  and Landlord  fails to complete  such
restoration,  replacement  or  rebuilding  within such  period,  Tenant shall be
entitled at any time up to the earlier of ten (10) days following the expiration
of the time  permitted  for  restoration  or the actual  date of  completion  of
restoration, replacement or rebuilding, by notice to Landlord, to terminate this
Lease as of a date not more  than  sixty  (60) days  following  the date of such
notice.  Notwithstanding  anything  herein  contained to the contrary,  Landlord
shall have no obligation to repair any improvements to the Premises  constructed
by Tenant or Tenant's  agents or contractors  or, if constructed or installed by
Landlord,  any improvements  required to be insured by Tenant in accordance with
the  provisions  of this Lease  (unless  insurance  proceeds for repair are made
available to Landlord) and Tenant shall, upon substantial completion by Landlord
of its repairs required hereunder,  promptly and diligently and at its sole cost
and expense, repair and restore any improvements to the Premises made by Tenant,
as well as Tenant's contents, to the condition thereof prior to such destruction
or damage.

                                  ARTICLE VIII

                              ADDITIONAL PROVISIONS

         8.1      ADDRESSES-NOTICES:

                           (a)      Except for legal  process  which may also be
served as  provided  by law,  all  notices  required or desired to be given with
respect  to this  Lease  shall  be in  writing  and  shall be  delivered  (a) by
certified or registered  mail,  return  receipt  requested,  with proper postage
prepaid and addressed to the party as set out below,  or (b) by hand delivery to
the address  set out below.  Any such notice or demand  shall be  effective  and
deemed delivered and received on the date given by hand delivery, or on the date
of deposit with the United States mail in the manner aforesaid for notices given
by  registered  or certified  mail;  provided that the period of time in which a
response  to a mailed  notice  must be given or taken shall run from the date of
receipt as indicated on the return postal receipt. Rejection or other refusal to
accept or the inability to deliver because of changed address of which no notice
was given shall be deemed  receipt of the notice,  demand or request  sent.  Any


<PAGE>


party may change  its  address  for  notices  to any other  location  within the
continental  United  States by notifying the other parties of the new address in
the manner provided herein for the giving of notices, with such change to become
effective ten (10) days after notice of the change of address is given.  For the
purposes  hereof,  notices to Tenant shall be sent to the  addresses  set out in
Section 1.1 (n).  Notices to Landlord and Manager shall be sent to the following
addresses:

                           (i)      To Landlord:

                                    Tower Place, L.P.
                                    c/o Regent Partners, Inc.
                                    3348 Peachtree Road, NE
                                    Suite 1000
                                    Atlanta, Georgia 30326
                                    Attn: Debra Cobbs

                           (With a copy of any notice sent to Landlord sent also
to Manager at Manager's address set forth as provided
herein); and

                            (ii)    To Manager:

                                    Regent Partners, Inc.
                                    Tower Place
                                    3348 Peachtree Road, NE
                                    Suite 1000
                                    Atlanta, Georgia 30326
                                    Attn: Property Manager

                           (b)      Tenant  hereby  designates  and  appoints as
its agent to receive notice of all  dispossessory  or distraint  proceedings the
person in charge of or occupying  the Premises at the time such notice is given,
or, if there is no such  person,  then  such  service  of notice  may be made by
attaching it on the main entrance of the Premises.

                           (c) In the event that Landlord gives notice to Tenant
of the name and  address of any holder of a  Landlord's  Mortgage  (such  holder
being herein  referred to as a  "Mortgagee"),  Tenant agrees to send to any such
Mortgagee, by certified mail, a copy of any notice of default given by Tenant to
Landlord.  Tenant  further agrees that if such default is not cured by Landlord,
the Mortgagee shall be allowed thirty (30) days in which to cure the default or,
if the  default  cannot be cured  within the thirty  (30)-day  period,  to begin
diligently  pursuing  such  cure.  Nothing  herein  contained  shall  in any way
obligate the Mortgagee to cure or pursue the cure of any such default.

         8.2 MANAGER:  Landlord  shall have the right to delegate any and all of
its  obligations  under this Lease to an entity  engaged  in the  operation  and
management of office buildings in the metropolitan area of Atlanta, Georgia (any
such  entity  herein  referred  to as  "Manager").  Such  delegation  shall not,
however,  relieve  Landlord of any such  obligations.  The initial Manager is as
stated in Section 1.1(0) and such Manager's address is set out in Section 8.1(a)
above. Landlord may designate a replacement Manager at any time and from time to
time by notice to Tenant.

         8.3 SURRENDER OF PREMISES:  Upon the expiration or other termination of
the Lease Term, as the same may have been  extended,  Tenant shall promptly quit
and surrender to Landlord the Premises (and the keys thereto), together with all
improvements  belonging to Landlord,  free of debris, broom clean, ordinary wear
and tear excepted, and Tenant shall remove all of its personal property required
or permitted to be removed hereunder;  provided,  however, that Tenant shall not
be permitted to remove any movable furniture,  personal  property,  or equipment
from the  Premises at any time,  including at the end of the Term or any renewal
thereof or other sooner termination of this Lease, if Tenant is then in material
default under this Lease. All such property not promptly removed by Tenant shall
be deemed  abandoned  by Tenant,  and title to the same  shall pass to  Landlord
under this Lease as by a bill of sale.

         8.4 HOLDING  OVER:  Should  Tenant remain in possession of the Premises
after the expiration or other  termination of the Lease Term,  Tenant shall be a
tenant at  sufferance  (absent a written  agreement  to the  contrary  signed by
Landlord) at a rental rate equal to one hundred and fifty percent  (150%) of the
Total  Rent then  applicable  hereunder,  and  otherwise  on the same  terms and
conditions  as herein  provided as  applicable  to a tenancy at  sufferance.  In
addition,  Tenant shall  indemnify and hold  harmless  Landlord from all loss or
damage  which may result  from  Tenant's  holding  over.  Without  limiting  the
foregoing,  Tenant shall indemnify Landlord against all claims made by any other
Tenant or  prospective  Tenant  against  Landlord  resulting  from such delay by
Landlord in delivering  possession of the Premises to such tenant or prospective
Tenant. Nothing herein shall be construed as constituting  Landlord's consent or
approval to any such  holdover,  nor operate to preclude or inhibit the exercise
by Landlord  of all of its rights and  remedies  hereunder  or  available  under
applicable law to dispossess or evict Tenant.  There shall be no renewal of this
Lease by operation of law.

         8.5 BROKERS: Except with respect to Landlord's Broker (whose commission
Landlord shall pay) and Tenant's Broker,  if any, (to whom Landlord's  Broker is
obligated  to pay a portion of such  commission  in  accordance  with a separate
written  agreement between  Landlord's  Broker and Tenant's Broker),  Tenant and
Landlord  each  represents  and  warrants  to the other that no  broker,  agent,
commission  salesman or other person has represented the warranting party in the
negotiations for and procurement of this Lease and of the Premises,  and that no
commissions,  fees or compensation of any kind are due and payable in connection
herewith  to any  such  person  or  entity.  The  individual(s)  executing  this
Agreement  on behalf of Tenant  hereby swear to and for the benefit of Landlord,
any lender of Landlord  holding a lien or security  title interest in and to all
or any portion of the Building,  any attorney  certifying  title to the Building
and any title  insurance  company  insuring  title to all or any  portion of the
Building that (a) except for Tenant's Broker, if any, (i) all fees, commissions,
compensation or other amounts payable to any and all real estate brokers engaged
by  Tenant in  connection  with the  Lease  have been paid in full,  or (ii) the
rights of any and all real  estate  brokers  engaged by Tenant to file any lien,
notice of lien or claim of lien under  O.C.G.A.  Section  44-14-600et  seq. have
been waived in writing by such broker, and (b) except for the commission payable
by  Landlord  to  Tenant's  Broker,  in  accordance  with the  separate  written
agreement  between  Landlord's  Broker and  Tenant's  Broker,  if any, all fees,
commissions,  compensation  or other  amounts  payable  to  Tenant's  Broker  in
connection  with  this  Agreement  have been paid in full.  Each  party  further


<PAGE>


warrants that any  compensation  arrangement  with the parties excepted from the
foregoing  warranty  has been  reduced to writing in its  entirety in a separate
agreement signed  simultaneously  with or before this Lease by the party against
whom the commission or compensation  is charged.  Each party agrees to indemnify
and hold the other harmless from and against any claim for any such commissions,
fees, or other form of compensation by any such third party claiming through the
indemnifying party, including, without limitation, any and all claims, causes of
action,  damages,  costs and expenses  (including  attorneys'  fees)  associated
therewith.

         8.6 WAIVER OF RIGHTS:  No failure or delay by Landlord to exercise  any
right or power given it or to insist upon strict  compliance  by Tenant with any
obligation  imposed on it, and no custom or practice of either  party  hereto at
variance with any term hereof shall constitute a waiver or a modification of the
terms hereof by Landlord or any right it has herein to demand strict  compliance
with the  terms  hereof by  Tenant.  This  Lease  contains  the sole and  entire
Agreement of Landlord and Tenant and no prior or contemporaneous oral or written
representation or agreement between the parties and affecting the Premises shall
have legal effect. No representative, agent or employee of Landlord has or shall
have any  authority  to waive any  provision of this Lease unless such waiver is
expressly  made  in  writing  and  signed  by an  authorized  representative  of
Landlord.

         8.7      WAIVER OF HOMESTEAD AND EXEMPTION: BANKRUPTCY OF TENANT:

                           (a)      Tenant hereby  waives and  renounces all
homestead  or  exemption  rights which Tenant may have under or by virtue of the
Constitution  and Laws of the  United  States,  Georgia,  or any other  State as
against any debt Tenant may owe Landlord under this Lease, and hereby transfers,
conveys,  and assigns to Landlord all homestead or exemption rights which may be
allowed  or set  apart  to  Tenant,  including  such as may be set  apart in any
bankruptcy proceeding, to pay any debt owing by Tenant to Landlord hereunder.

                           (b) Tenant acknowledges that this Lease is a lease of
nonresidential  real property and therefore agrees that Tenant, as the debtor in
possession,  or the  trustee for Tenant  (collectively,  the  "Trustee")  in any
proceeding under Title 11 of the United States  Bankruptcy Code, as amended (the
"Bankruptcy  Code"),  relating  to  bankruptcy,  shall not seek or  request  any
extension  of time to assume or reject this Lease or to perform any  obligations
of this Lease  which  arise from or after the order of relief.  Further,  Tenant
agrees as follows:

                           (i)      If  the  Trustee  proposes  to  assume  or
to assign  this Lease or sublet the  Premises  (or any  portion  thereof) to any
person or entity which shall have made a bona fide offer to accept an assignment
of this Lease or a  subletting  on terms  acceptable  to the  Trustee,  then the
Trustee shall give written  notice to Landlord and any Mortgagee of which Tenant
has notice,  setting forth the name and address of such person or entity and the
terms and conditions of such offer, no later than twenty (20) days after receipt
of such offer, but in any event no later than ten (10) days prior to the date on
which the Trustee makes  application to the  Bankruptcy  Court for authority and
approval to enter into such  assumption and  assignment or subletting.  Landlord
shall have the prior right and option,  to be exercised by written notice to the
Trustee  given  at any  time  prior  to the  effective  date  of  such  proposed
assignment or subletting, to accept an assignment of this Lease or subletting of
the Premises upon the same terms and conditions and for the same  consideration,
if any, as the bonafide offer made by such person or entity,  less any brokerage
commissions  which may be payable  out of the  consideration  to be paid by such
person or entity for the assignment or subletting of this Lease.

                                    (ii) The  Trustee  shall  have the  right to
assume Tenant's rights and obligations under this Lease only if the Trustee: (i)
promptly  cures or provides  adequate  assurance  that the Trustee will promptly
cure any  default  under  the  Lease;  (ii)  compensates  or  provides  adequate
assurance  that the Trustee  will  promptly  compensate  Landlord for any actual
pecuniary  loss incurred by Landlord as a result of Tenant's  default under this
Lease;  and, (iii) provides adequate  assurance of future  performance under the
Lease.  Adequate  assurance of future  performance  by any proposed  assignee or
subtenant shall include, at a minimum, assurance that: (a) any proposed assignee
or subtenant shall deliver to Landlord a security  deposit in an amount equal to
at least  three (3)  months'  Base  Rental  accruing  under the  Lease;  (b) any
proposed  assignee or subtenant  shall provide to Landlord an audited  financial
statement,  dated no later than six (6) months  prior to the  effective  date of
such proposed  assignment or sublease with no material  change therein as of the
effective date,  which financial  statement shall show the proposed  assignee or
subtenant  to have a net worth equal to at least twelve (12) months' Base Rental
accruing  under the Lease,  or, in the  alternative,  the  proposed  assignee or
subtenant  shall provide a guarantor of such proposed  assignee's or subtenant's
obligations under the Lease,  which guarantor shall provide an audited financial
statement meeting the requirements of this subpart and shall execute and deliver
to Landlord a guaranty  agreement in form and substance  acceptable to Landlord;
and, (c) any proposed  assignee or subtenant  shall grant to Landlord a security
interest in favor of Landlord in all  furniture,  fixtures,  and other  personal
property to be used by such proposed assignee or subtenant in the Premises.  All
payments  of Total Rent  required  of Tenant  under this  Lease,  whether or not
expressly  denominated  as such in this  Lease,  shall  constitute  rent for the
purposes of Title 11 of the Bankruptcy Code.

                                    (iii)  For the  purposes  of the  Bankruptcy
Code relating to (i) the obligation of the Trustee to provide adequate assurance
that the  Trustee  will  "promptly"  cure  defaults  and  compensate  for actual
pecuniary  loss,  the word  "promptly"  shall  mean  that cure of  defaults  and
compensation  will occur no later than sixty (60) days  following  the filing of
any motion or application  to assume this Lease;  and (ii) the obligation of the
Trustee to compensate  or to provide  adequate  assurance  that the Trustee will
promptly  compensate  Landlord for "actual pecuniary loss" shall mean Landlord's
damages upon  default,  including  but not limited to payments of past due Total
Rent,  including  (without  limitation)  interest  at the rate  provided  for in
Section  4.6(g),  all  attorneys'  fees,  and all related  costs and expenses of
Landlord  incurred in  connection  with any default of Tenant and in  connection
with Tenant's bankruptcy proceedings.

                                    (iv) Any  person  or  entity  to which  this
Lease is assigned  pursuant to the  provisions of the  Bankruptcy  Code shall be
deemed,  without  further act or deed,  to have  assumed all of the  obligations
arising under this Lease and each of the conditions and provisions hereof on and
after the date of such assignment.  Any such assignee shall, upon the request of
Landlord,  forthwith execute and deliver to Landlord an instrument,  in form and
substance acceptable to Landlord, confirming such assumption.

         8.8 NO ESTATE IN LAND:  RELATIONSHIP OF THE PARTIES: This Lease creates
the relationship of landlord and tenant between  Landlord and Tenant.  No estate
shall pass out of Landlord,  and Tenant has only a usufruct which is not subject
to levy and sale. Further, nothing contained herein shall be deemed or construed
by the parties hereto,  or by any third party,  as creating the  relationship of
principal and agent, or of partnership, or of joint venture, between the parties
hereto, it being understood and agreed that no provision  contained herein,  nor
any acts of the  parties  hereto,  shall be deemed to  create  any  relationship
between such parties other than the relationship of landlord and tenant.


<PAGE>


         8.9  RECORDING:  This Lease  shall not be  recorded  by Tenant  without
Landlord's consent endorsed hereon.



         8.10     GOVERNMENTAL REGULATIONS:

                           (a)      Tenant  waives the benefits of all existing
and future rent control legislation and statutes and similar  governmental rules
and regulations,  whether in time of war or not, to the full extent permitted by
law.

                           (b)  Except  as  provided  in  paragraph  (c) of this
Section 8.10,  if, in order to maintain the Building as an office  building,  or
otherwise, or the Premises for the use stipulated in Section 2.1, Landlord shall
be required by any governmental  authority to repair, alter, remove,  construct,
reconstruct,  or improve any part or all of the Premises or the  building,  such
action  shall be  performed  by  Landlord  but shall in no way  affect  Tenant's
obligations  under this Lease.  Tenant  waives all claim for  injury,  damage or
abatement  of rent because of such repair,  alteration,  removal,  construction,
reconstruction,  or  improvement;  provided,  however,  that if such  action  by
Landlord  renders the Premises  untenantable,  or if Landlord cannot  reasonably
complete  such acts within  sixty (60) days after  notice to it to perform  such
acts by the governmental authority, either Landlord or Tenant, by written notice
to the other delivered not later than seventy (70) days after the date of notice
to Landlord by such governmental  authority,  may terminate this Lease, in which
event Total Rent shall be apportioned  and paid up to and including the date the
Premises become untenantable if terminated by Landlord,  but up to and including
the date of termination if terminated by Tenant.

                  (c) Without limiting the provisions of Section 4.6(d),  Tenant
shall, at Tenant's sole cost and expense but subject to Landlord's prior written
approval, which approval shall not be unreasonably withheld, make each and every
alteration  or addition to the  Premises  required  to bring the  Premises  into
compliance with the requirements imposed by the Americans with Disabilities Act,
(42  U.S.C.  Section  12101 et ~q,)  and any  regulations  promulgated  pursuant
thereto ("ADA Requirements")  effective from time to time during the Lease Term,
and any period of holding over by Tenant if:

                    (i) the  requirement  for such alteration or addition arises
as a result of:

                    (l)  any alteration or addition by Tenant; or

                    (2)  any violation by Tenant of any ADA Requirements; or

                    (3)  a special use of the  Premises  or any part  thereof by
                         Tenant   or  any   assignee   or   subtenantof   Tenant
                         (including,  but not  limited  to,  use for a  facility
                         which constitutes, or, if open to the public generally,
                         would  constitute,  a "place of  public  accommodation"
                         under the ADA Requirements); or

                    (4)  the special needs of the  employee(s)  of Tenant or any
                         assignee or subtenant of Tenant; or

                    (ii)  the ADA  Requirements  would  otherwise  make  Tenant,
rather  than  Landlord,  primarily  responsible  for making  such alteration or
addition.

         8.11     SUBORDINATION AND ATTORNMENT:

                           (a)      Except as provided in Subsection  (c) below
and subject to the provisions of subsection (d) below, this Lease and all rights
of Tenant  hereunder  are and shall be subject  and  subordinate  to the lien of
Landlord's Mortgage.

                           (b)      While  Subsection  (a) of this  Section
8.11 is  self-operative,  and no further  instrument of  subordination  shall be
necessary, Tenant shall, in confirmation of such subordination,  upon demand, at
any time or times,  execute,  acknowledge and deliver to Landlord or a holder of
Landlord's  Mortgage  any and all  instruments  requested  by  either of them to
evidence such subordination.

                           (c) Tenant shall,  upon demand, at any time or times,
execute,  acknowledge,  and  deliver to  Landlord  or to a holder of  Landlord's
Mortgage, without expense, any and all instruments that may be necessary to make
this Lease superior to the lien of Landlord's Mortgage.

                           (d)  Tenant  shall,  at the  option of any  holder of
Landlord's  Mortgage  or any other  purchaser  at a  foreclosure  sale who shall
hereafter succeed to the rights of Landlord under this Lease (the  "Purchaser"),
attorn to and recognize  such  Purchaser as Tenant's  landlord  under this Lease
from and after the  foreclosure  and for the balance of the Lease Term and shall
promptly  execute and deliver any  instrument  that may be necessary to evidence
such attornment.  Upon such attornment,  this Lease shall continue in full force
and effect as a direct lease between such  Purchaser and Tenant,  subject to all
of the terms,  covenants and conditions of this Lease;  provided,  however, that
the Purchaser (including its successors and assigns) shall not be (i) liable for
any act or omission of any prior Landlord  under the Lease,  (ii) subject to any
offsets or defenses which Tenant might have against any prior Landlord under the
Lease,  (iii) bound by any Base Rental or other payments which Tenant might have
paid for more than the current month to any prior Landlord  under the Lease,  or
(iv) bound by any amendment or  modification of the Lease made after the date of
the  foreclosed  Landlord's  Mortgage  without the prior written  consent of the
Mortgagee  thereunder.  The provisions of this  subsection (d) shall survive any
termination of this Lease resulting from a foreclosure of Landlord's Mortgage.

                           (e)  If  Tenant   fails  at  any  time  to   execute,
acknowledge  and deliver any of the  instruments  provided for by Subsections 8.
11(b), (c) and (d) above within ten (10) days after Landlord's  demand so to do,
Landlord,  in  addition  to the  remedies  allowed by Article  VI, may  execute,
acknowledge and deliver any and all of such instruments as the  attorney-in-fact
of Tenant  and in its name,  place and  stead,  and  Tenant  hereby  irrevocably
appoints Landlord, its successors and assigns, as such attorney-in-fact.


<PAGE>


         8.12 ESTOPPEL  CERTIFICATE:  At any time and from time to time, Tenant,
on or before the date  specified in a request  therefor made by Landlord,  which
date  shall not be earlier  than ten (1O) days from the making of such  request,
shall   execute,   acknowledge   and  deliver  to  Landlord  a  certificate   in
substantially the same form as the Estoppel Certificate which is attached hereto
as Exhibit "G" and incorporated herein by reference.  Each certificate delivered
pursuant  to this  Section  may be relied  on by any  prospective  purchaser  or
transferee  of  Landlord's  interest  hereunder  or of any  part  of  Landlord's
property or by any holder or  prospective  holder of Landlord's  Mortgage,  or a
mortgage or prospective mortgage of any part of Landlord's other property.

         8.13  SEVERABILITY:  Each clause and  provision  of this Lease shall be
valid and enforced to the fullest extent  permitted by applicable law;  however,
if any clause or  provision  of this Lease is or becomes  illegal,  invalid,  or
unenforceable because of present or future laws or any rule or regulation of any
governmental  body or entity,  effective  during its term,  the intention of the
parties hereto is that the remaining  parts of this Lease and the application of
such  clause or  provision  to persons or  circumstances  other than those as to
which it is held invalid or unenforceable, shall not be affected thereby, unless
the amount of Total Rent payable hereunder is thereby decreased,  in which event
Landlord may terminate  this Lease.  Should any of the  provisions of this Lease
require  judicial  interpretation,  it is agreed that the court  interpreting or
construing  the same  shall not apply a  presumption  that the terms of any such
provision  shall be more strictly  construed  against one party by reason of any
rule of  construction  that a document is to be construed most strictly  against
the party who itself or through its agent  prepared  the same,  it being  agreed
that  the  agents  of all  parties  have  participated  in the  negotiation  and
preparation of this Lease.

         8.14 CAPTIONS: The captions used in this Lease are for convenience only
and do not in any way limit or amplify the terms and provisions hereof.

         8.15  SUCCESSORS AND ASSIGNS:  The provisions of this Lease shall inure
to the benefit of and be binding upon Landlord and Tenant,  and their respective
successors,  heirs, legal representatives and assigns,  subject, however, in the
case of Tenant, to the provisions of Article V.

         8.16  SALE OF  BUILDING:  In the  event  of any  sale or  sales  of the
Building  (and the property on which same is situated) or of any lease  thereof,
the  Landlord  named  herein  above  shall be and hereby is  entirely  freed and
relieved  of all  covenants  and  obligations  of  Landlord  hereunder  accruing
thereafter, and it shall be deemed without further agreement that the purchaser,
or the  lessee,  as the case may be, has assumed and agreed to carry out any and
all covenants and obligations of Landlord hereunder during the period such party
has possession of the Building.  Should the entire  Building and the property on
which same is situated be severed as to ownership by sale and/or lease, then the
owner of the entire  Building or the lessee of the entire  Building that has the
right to lease space in the Building to tenants shall be deemed the  "Landlord".
Tenant shall be bound to any  succeeding  Landlord for all the terms,  covenants
and conditions hereof and shall execute any attornment agreement not in conflict
herewith at the  request of any  succeeding  Landlord.  The  provisions  of this
Section 8.16 shall apply to each and every sale,  lease or other transfer of the
Building or the  property on which same is situated,  or both,  during the Lease
Term.

         8.17 TRANSFER OF TENANTS:  This Section 8.17 shall only be effective at
such  times and from time to time as the  Premises  contain a  rentable  area of
3,200  square feet or less.  Landlord  hereby  reserves  the right,  at its sole
option and upon giving at least  ninety (90)  calendar  days  written  notice in
advance to Tenant,  to transfer and remove Tenant from the Premises from time to
time to any other  available  space in the Tower Place Complex of  substantially
equal area, which space shall, once Tenant has been relocated therein, be deemed
the  "Premises" for purposes of this Lease.  Landlord  hereby agrees to bear the
expense of such transfer and removal,  as well as the expense of any renovations
or alterations  which are necessary to make the new space conform  substantially
in layout and appointment with the Premises. Failure of Tenant to cooperate with
Landlord pursuant to this provision and to remove itself from the Premises shall
permit  Landlord to enter the  Premises  and to remove  Tenant and its  property
therefrom and to relocate  Tenant and its property in the new space  provided by
Landlord  pursuant to this provision,  all without being liable to Tenant in any
manner  whatsoever  for such acts,  except for the expenses  which are expressly
provided in this Section 8.17 to be paid by Landlord.

         8.18     GOVERNING  LAW:  The laws of the  State of  Georgia  shall
govern the interpretation, validity, performance and enforcement of this Lease.

         8.19     TIME IS OF THE ESSENCE: Except as otherwise specifically
 provided herein, time is of the essence of this Lease.

         8.20     LIMITATION OF LIABILITY:  Landlord's  obligations and
liability  to Tenant  with  respect  to this Lease  shall be  limited  solely to
Landlord's interest in the Building,  and Tenant shall look solely to Landlord's
interest in the Building for satisfaction of Tenant's remedies. Neither Landlord
nor any partner, officer, director, or shareholder of Landlord or of any partner
of Landlord shall have any personal  liability  whatsoever  with respect to this
Lease.
         8.21   EXECUTION:   This  Lease  may  be  executed  in  any  number  of
counterparts,  each of which shall be deemed an original  and any of which shall
be deemed to be complete in itself and shall be admissible into evidence or used
for any purpose without the production of the other counterparts.

         8.22  MULTIPLE/  TENANTS:  If  Tenant  is  composed  of more  than  one
individual or entity,  then all are jointly and severally liable for the due and
proper  performance  of  Tenant's  duties and  obligations  arising  under or in
connection with this Lease.

         8.23 FORCE MAJEURE:  Landlord shall be excused from the  performance of
any of its  obligations  for the  period of any delay  resulting  from any cause
beyond  its  control,   including,   without  limitation,  all  labor  disputes,
governmental  regulations or controls,  fires or other casualties,  inability to
obtain any material or services, or acts of God.

         8.24 QUIET  ENJOYMENT:  Provided that Tenant fully and timely  performs
all the terms of this Lease on Tenant's part to be performed,  including payment
by Tenant of all Total  Rent,  Tenant  shall have,  hold and enjoy the  Premises
during the Lease Term  without  hindrance  or  disturbance  from or by Landlord;
subject,  however, to all of the terms, conditions and provisions of this Lease,
Landlord's  Mortgage  and any  and all  ground  leases,  restrictive  covenants,
easements,  and other encumbrances now or hereafter affecting the Premises,  the
Building or the Tower Place Complex (if applicable).


<PAGE>


         8.25  ATTORNEYS'  FEES:  If any rent or other amount owing by Tenant to
Landlord under this Lease is collected by or through an attorney at law,  Tenant
agrees to pay an additional amount equal to fifteen percent (15%) of such sum as
attorneys' fees.

         8.26 ALTERATIONS IN COMPOSITION OF COMMON AREAS:  Landlord reserves the
right in its sole discretion to redesign, change, rearrange, alter, reconstruct,
modify,  expand, reduce or supplement any and all of the facilities designed for
the common use and  convenience of all tenants of the Tower Place Complex and/or
the Building, including, without limitation,  parking areas, driveways and other
the Common Areas, so long as access to the Premises is not materially  adversely
affected  thereby.  In  furtherance,  and not in  limitation,  of the foregoing,
Landlord shall have the right to erect additional  stores or other structures in
the  Tower  Place  Complex,  or to  add to or  otherwise  modify  buildings  and
facilities  now or  hereafter  existing  in the Tower  Place  Complex,  and,  in
connection with any such activity and construction, to erect temporary scaffolds
and other aids to  construction  on the exterior of the Premises,  provided that
access to the  Premises  shall not be denied  Tenant and that there  shall be no
encroachment upon the interior of the Premises. Landlord shall have the right to
close the Common Areas or any portion thereof  (including,  without  limitation,
all roadways, driveways,  accessways, sidewalks and parking areas and facilities
now or hereafter within the Tower Place Complex) at such time and in such manner
as is necessary or  appropriate,  in Landlord's  sole opinion,  to prevent their
deduction as public  rights-of-way or streets,  and to do and perform such other
acts in, to and with  respect  to the  Common  Areas as at the time in  question
accord with good and  generally  accepted  standards of operation of  mixed-use,
high-rise developments.

         8.27 PARKING:  Tenant shall have the right on the Commencement  Date to
lease  parking  spaces in the  parking  facilities  of the Tower  Place  Complex
available to tenants  therein (as same may be modified  from time to time) up to
the maximum number of parking spaces  stipulated in Section 1.1 (r). All of such
spaces  shall be  unassigned  and shall be leased at the posted  monthly  rental
rates in effect  therefor from time to time. If less than the maximum  number of
spaces allowed  hereunder are leased by Tenant as of the Commencement Date or at
any time thereafter,  Tenant shall forfeit  permanently any rights to spaces not
so leased.  Landlord  and Tenant  agree and Tenant  acknowledges  that rates for
spaces in the parking  facilities of the Tower Place Complex may vary  according
to the  location of spaces in the  facilities  and  according  to whether or not
spaces are reserved or unreserved.  Tenant further  acknowledges and agrees that
Landlord may designate certain spaces within the parking facilities of the Tower
Place  Complex as  reserved  or  assigned  spaces for the  benefit of  Landlord,
visitors to the project or tenants therein, other tenants, couriers and delivery
services  and other  persons.  Tenant  shall  comply and cause its  employees to
complete and sign the Tower Place Parking  Application.  Tenant must comply with
all rules and  regulations  established  by Landlord  and/or the operator of the
parking facilities as provided in the Tower Place Parking Rules and Regulations,
including, without limitation, any card, sticker or other identification system,
whether  now or  hereafter  in effect,  and agrees to pay to  Landlord a fifteen
dollar  ($15.00) or as modified from time to  timedeposit  for each parking card
issued.  All  parking  privileges  granted  pursuant  to this  Section  8.27 are
non-assignable  and  nontransferable by Tenant;  provided however,  that parking
privileges  may be  assigned  or  transferred  by Tenant in  conjunction  with a
transfer,  assignment or subletting  allowed by Article V of this Lease.  Tenant
agrees to pay, as additional rent, the sum of $15.00 for any parking cards which
become lost, mutilated or destroyed.

         8.28 SPECIAL STIPULATIONS:  The Special Stipulations,  if any, attached
hereto are made a part hereof by this reference, and to the extent they conflict
with any of the foregoing provisions, they shall control.

         8.29 AUTHORIZATION:  As a material inducement to Landlord to enter into
this Lease,  Tenant,  and each party  executing  this Lease on behalf of Tenant,
intending  that  Landlord  rely  on  each  such   representation  and  warranty,
represents and warrants to Landlord that:

                           (a)      the  execution,  delivery  and full
performance  of this Lease by Tenant do not and shall not constitute a violation
of  any  contract,  agreement,   undertaking,   judgment,  statute,  regulation,
governmental or court order or other  restriction of any kind to which Tenant is
a party or by which Tenant is or may be bound;

                           (b) Tenant has  executed  and entered into this Lease
free from fraud, undue influence, duress, coercion
or other defenses to the execution of this Lease;

                           (c)  this  Lease  constitutes  a  valid  and  binding
obligation of Tenant, enforceable against Tenant in
accordance with the terms of this Lease;

                           (d) Tenant is duly organized, validly existing and in
good standing under the laws of the state of
Tenant's organization and has full power and authority to enter into this Lease,
to perform  Tenant's  obligations  under this Lease in accordance with the terms
hereof, and to transact business in the State of Georgia; and

                           (e) the  execution  and delivery of this Lease by the
individual or individuals executing this Lease on behalf of Tenant, and Tenant's
performance of its obligations  under this Lease,  have been duly authorized and
approved by all necessary  corporate or partnership  action, as the case may be,
and  Tenant's  execution,  delivery  and  performance  of this  Lease are not in
conflict with Tenant's bylaws or articles of  incorporation  (if a corporation),
agreement of partnership  (if a  partnership),  or other  charters,  agreements,
rules or regulations  governing Tenant's  business,  as any of the foregoing may
have been supplemented, modified, amended, or altered in any manner.


                      [SIGNATURES BEGIN ON FOLLOWING PAGE]

IN WITNESS  WHEREOF,  Landlord  and Tenant have caused this Lease to be executed
under seal as of the date first above written.

                              LANDLORD:

                              TOWER PLACE, L.P.
                              a Georgia Limited Partnership

                              By:      REGENT PEACHTREE HOLDINGS, INC.
                              a Georgia Corporation, its sole General Partner


                              By:      ____________________________________
                                        Name: David B. Allman
                                        Its: President



                              Attest:  _________________________________________
                                        Name: C. Lowell Ball
                                        Its: Secretary



                              (CORPORATE SEAL)






                              TENANT:

                              RMS TITANIC, INC.
                              a Florida corporation


                              By:      ___________________________________
                                        Name: Arnie Geller
                                        Its: President & CEO


                              Attest:  _________________________________________
                                        Name: G. Michael Harris
                                        Its: Secretary


                             (CORPORATE SEAL)