EXHIBIT 10.100

STATE OF GEORGIA

COUNTY OF GWINNETT

                         STANDARD OFFICE/WAREHOUSE LEASE

     THIS LEASE,  made on the date of the later execution and acceptance  hereof
by Lessor or Lessee, as the case may be, by and between Lessor and Lessee:

                              W I T N E S S E T H:

1.   PREMISES. Lessor  does  hereby  rent and lease to Lessee,  and Lessee  does
hereby rent and hire from Lessor,  that certain space  containing  approximately
26,880  rentable  square  feet,  as shown on the floor plan  attached  hereto as
Exhibit A (said space being herein referred to as the "Premises").  The Premises
are located in Lessor's building (herein referred to as the "Building") known as
4920 Avalon Ridge Parkway,  Norcross,  Gwinnett County, Georgia. The Building is
located on that certain real property described on Exhibit B attached hereto and
by this  reference  made a part hereof  (herein  referred to as the "Land").  No
easement for light or air is included in the Premises.

2.   LEASE TERM.

     (A)  The term of this  Lease  shall  commence  as  follows:  the term shall
commence on the later to occur of (i) August 1, 2002;  or (ii) the date on which
the  Premises  are  completed,  a  certificate  of  occupancy  is issued and the
Premises are delivered to Lessee (the  "Commencement  Date").  The lease for the
entire Premises shall expire  seventy-two (72) months following the Commencement
Date, at midnight (herein referred to as the "Termination Date"). All references
to the "term of this  Lease"  refer to the term of the  Lease as it is  renewed,
extended or sooner terminated.

     PROVIDED,  HOWEVER,  in the event of any delay arising from Lessee  Delays,
the  Commencement  Date shall occur and Lessee shall commence payment of rent as
set forth herein on the date that the Commencement  Date would have occurred but
for the Lessee Delays.

     "Lessee  Delays",  as used  herein,  shall  mean and  refer to  delays  (A)
directly  attributable  to or caused by Lessee or Lessee's  employees or agents,
and (B) directly  attributable to or caused by Lessee's  requests for changes to
the "Plans and Specifications" (as herein defined).

     (B)  Upon delivery of  possession of the Premises to Lessee,  Lessee agrees
to execute and deliver to Lessor a Tenant's Acceptance of Premises,  in the form
attached  hereto  as  Exhibit  C,  subject  to  compliance  by  Lessor  with the
requirements of this Lease,  as well as the actual  condition of the Premises at
such time.  Lessee shall not be required to pay rent for any period during which
Lessor is prevented from giving possession of the Premises to Lessee.

                                      -1-
<PAGE>

3.   BASE RENT.

     (A)  Commencing ten (10) months after the Commencement  Date,  Lessee shall
pay to Lessor at Lessor's office,  or such other place as Lessor shall from time
to time designate in writing,  monthly Base Rent for the Premises of $15,904.00,
to be paid on the first  (1st) day of each month in advance  for the first Lease
Year, as hereinafter defined.

     (B)  Effective  the first  (1st) day of each  Lease  Year,  as  hereinafter
defined, following the second (2nd) Lease Year, the annual Base Rent payable for
that Lease Year will be increased by three  percent (3%) above the Base Rent for
the preceding Lease Year for the Premises.

     (C)  As used  herein,  the term "Lease Year" shall mean each term of twelve
(12) consecutive calendar months commencing on the Commencement Date.

     (D)  In the  event  Lessee  fails to pay any  installment  of Base  Rent or
Additional  Rent then due within  fifteen  (15) days after  receipt by Lessee of
written notice from Lessor of the nonpayment thereof, Lessee shall pay to Lessor
an amount equal to two percent (2%) of such past due amount.

     (E)  As used in this Lease,  the term "rent" or "rental"  shall include all
Base Rent payable  pursuant to this Paragraph 3 and all Additional  Rent payable
to Lessor hereunder.  The term "Additional Rent," as used herein, shall mean all
charges and sums payable by Lessee to Lessor hereunder other than Base Rent.

4.   ADDITIONAL RENT. In addition to the Base Rent,  Lessee shall pay to Lessor,
as Additional Rent, the amounts  described in  subparagraphs  4(a), 4 (b), 4(c),
and 4(d) below:

     (A)  TAXES.

          (I)  Commencing on the  Commencement  Date and  continuing  thereafter
during each  calendar  year of the term of this Lease,  Lessee  shall,  in equal
monthly installments with the Base Rent (and including the first ten (10) months
of the Lease Term),  pay to Lessor,  in the event that  Lessor's per square foot
cost of  taxes  and  assessments  (as  hereinafter  defined)  for  the  Building
increases above the Base Year, as hereinafter  defined,  per square foot amount,
then Lessee shall pay to Lessor as  Additional  Rent an amount equal to Lessee's
Share,  as hereinafter  defined,  of the aggregate  amount of such increase (the
"Tax  Increase"),  as provided in subparagraph  d(i) below.  The term "taxes and
assessments"  shall include every type of tax, charge or impost assessed against
the Building, or any part thereof, or upon the operation of the Building, or any
part  thereof,  including,  but  not  limited  to,  ad  valorem  taxes,  special
assessments and governmental  charges,  excepting only income taxes imposed upon
Lessor.  Reasonable  expenses  incurred by Lessor in obtaining or  attempting to
obtain a reduction of any taxes or assessments shall be added to and included in
the amount of taxes and assessments;  however,  in no event,  shall the expenses
exceed the amount of reduction achieved.

          (II) If at any time during the term of this Lease,  the present method
of  taxation  shall be  changed  so that in lieu of the whole or any part of any
taxes,  assessments of governmental charges levied, assessed, or imposed on real
estate and the improvements thereon, there shall be levied,  assessed or imposed
on Lessor a capital levy or other tax directly on the

                                      -2-
<PAGE>

rents received  therefrom  and/or an assessment,  levy or charge  measured by or
based,  in whole or in part,  upon such  rents for the  Premises,  then all such
taxes, assessments, levies or charges, or the part thereof so measured or based,
shall be deemed to be included within the term "taxes and  assessments"  for the
purposes hereof.

          (III)Lessee shall pay, or cause to be paid, before delinquency any and
all taxes levied or assessed during the term of this Lease upon all improvements
installed by Lessee in the  Premises,  Lessee's  other  leasehold  improvements,
equipment, furniture, fixtures and any other personal property of Lessee located
on the Premises.  In the event any or all of said  improvements,  Lessee's other
leasehold  improvements,  equipment,  furniture,  fixtures  and  other  personal
property  of  Lessee  shall be  assessed  and  taxed  with the  Premises  or the
Building,  Lessee  shall pay to Lessor its share of such  taxes  within ten (10)
calendar  days  after  delivery  to Lessee by Lessor of a  statement  in writing
(including  a copy of the tax  bill)  setting  forth the  amount  of such  taxes
attributable to the above  property,  and the specific  calculation  utilized by
Lessor  to  reasonably  determine  the  tax  amount  attributable  to the  above
property. In no event shall Lessee be obligated to make tax payments as provided
for in this  Section  4(a) more than thirty (30) days prior to the date on which
payment is due to the taxing authority.

     (B)  INSURANCE.   Commencing  on  the  Commencement   Date  and  continuing
thereafter  during each calendar  year of the term of this Lease (and  including
the first ten (10) months of the Lease  Term),  in the event that  Lessor's  per
square foot cost of insurance (as hereinafter  defined) increases above the Base
Year per square foot amount,  then Lessee shall pay to Lessor an amount equal to
Lessee's  Share  of the  aggregate  amount  of  such  increase  (the  "Insurance
Increase"), as provided in subparagraph (e)(i) below. The term "insurance" shall
include  all  fire and  extended  casualty  insurance  on the  Building  and all
liability coverage on the grounds, sidewalks,  driveways, parking areas, and any
other exterior or interior areas of the Building with respect to the Premises.

     (C)  CAM.  Commencing on the Commencement  Date and during the term of this
Lease (including the first ten (10) months of the Lease Term),  Lessee shall pay
to Lessor,  as Additional  Rent,  Lessee's Share of all common area  electrical,
grounds maintenance  charges,  reasonable property management charges,  security
services and other  common area charges and expenses for the Building  (the "CAM
Charges"),  as  provided  in  subparagraph  (e)(ii)  below.  The  term  "grounds
maintenance" shall include, without limitation, all landscaping,  planting, lawn
and grounds care, all maintenance to the grounds and other common areas adjacent
to the  Premises  and to all  sidewalks,  driveways,  loading  areas and parking
areas.

     (D)  SECURITY  DEPOSIT.  Lessee shall pay a security deposit of one month's
Base Rent upon the execution of this Lease by both Lessor and Lessee.

     (E)  ESTIMATED PAYMENTS.

          (I)  Prior to January 1 of each  calendar year during the term of this
Lease,  or as soon  thereafter  as possible,  Lessor shall  deliver to Lessee an
estimate of (A) the Tax Increase for that  calendar  year (the "Tax  Estimate"),
(B) the Insurance  Increase for that calendar year (the  "Insurance  Estimate"),
and (C) the total CAM Charges for that  calendar year (the "CAM  Estimate")  and
Lessee's  Share  thereof,  along  with a  calculation  of,  and  evidence  which

                                      -3-
<PAGE>

reasonably supports,  Lessee's Share thereof.  (The Tax Estimate,  the Insurance
Estimate and the CAM Estimate are sometimes referred to hereinafter collectively
as the "Common Cost  Estimates".)  Lessee shall thereafter  during that calendar
year pay to Lessor  one-twelfth  (1/12) of the amount of  Lessee's  Share of the
Common Cost  Estimates  at the same time its monthly  installments  of Base Rent
hereunder are due and payable.  In the event Lessor shall not have furnished the
Common Cost  Estimates to Lessee by January 1 of any calendar  year,  then until
the first day of the first  month next  following  the month in which the Common
Cost Estimates are furnished to Lessee,  Lessee shall pay to Lessor on the first
day of each calendar month an amount equal to the aggregate monthly  installment
of Lessee's Share of the Tax Increase,  Insurance Increase and CAM Charges which
was payable by Lessee to Lessor with respect to the last month of the  preceding
calendar year. In such event,  at such time as Lessor  furnishes the Common Cost
Estimates  to Lessee,  Lessor  shall give  Lessee  notice  stating  whether  the
aggregate  amount of the  installments  of Lessee's  Share of the Tax  Increase,
Insurance  Increase and CAM Charges  previously  paid for such  calendar year is
more or less than the aggregate  amount of the installments due for such portion
of the calendar year as computed in accordance  with the Common Cost  Estimates,
and (A) if there  shall be a  deficiency,  then  within  ten (10) days after the
Lessee receives the Common Cost  Estimates,  Lessee shall pay the amount of such
deficiency,  (B) if there shall have been an overpayment,  Lessor shall promptly
submit such  overpayment to Lessee,  and (C) on the first day of the first month
next  following  the month in which the Common Cost  Estimates  are furnished to
Lessee,  and monthly  thereafter for the balance of such calendar  year,  Lessee
shall pay to Lessor  one-twelfth  (1/12) of the amount of Lessee's  Share of the
Tax Increase, Insurance Increase and CAM Charges as set forth in the Common Cost
Estimates.

          (II) At such  time as  Lessor  is able to  determine  the  actual  Tax
Increase,  Insurance  Increase and CAM Charges for each  calendar  year,  Lessor
shall deliver to Lessee a statement  thereof,  along with a calculation  of, and
evidence which reasonably supports, Lessee's Share thereof and, in the event the
estimated  Tax  Increase,  Insurance  Increase  and CAM Charges  differ from the
actual Tax Increase, Insurance Increase and CAM Charges, then (A) if there shall
be a deficiency,  then within ten (10) days after Lessee  receives the statement
of the actual Tax Increase, Insurance Increase and CAM Charges, Lessee shall pay
the amount of such deficiency,  and (B) if there shall have been an overpayment,
Lessor shall promptly submit such overpayment amount to Lessee.

     (F)  "Lessee's Share," as used herein,  shall mean the number,  stated as a
percentage,  determined by dividing the rentable  square footage of the Premises
as stated in Paragraph 1 by the number of rentable  square feet in the Building.
In the event of any change in the area (in rentable square feet) of the Premises
or the  Building,  Lessee's  Share shall be  adjusted to reflect  such change or
event on a prorated,  daily basis.  Lessee's Share shall be determined  based on
the rentable  square  footage of the Premises  calculated  as 26,880 square feet
divided by 59,400 square feet.

     (G)  "Base Year," as used herein, shall mean the calendar year 2002.

     (H)  Any payment to be made  pursuant to this  Paragraph 4 with  respect to
the calendar year in which this Lease commences or terminates shall be prorated.

                                      -4-
<PAGE>

5.   UTILITIES.  Lessee shall  promptly pay all charges for  utilities and other
services  furnished to the Premises by Lessor or the applicable utility company,
including,  but not limited to, gas, water,  electricity,  fuel, light and heat,
and Lessee shall  promptly pay all charges for garbage  collection  services and
for all other  sanitary  services  rendered to the Premises or used by Lessee in
connection  herewith.  In the event any utilities  furnished to the Premises are
not  separately  metered,  Lessee  shall pay to Lessor,  as  additional  rental,
Lessee's Share of the utilities used by Lessee, within thirty (30) calendar days
following receipt of a statement showing the amount due along with a calculation
of, and  evidence  which  reasonably  supports,  such  Lessee's  Share  thereof.
Lessee's  prorated  amount shall be  determined  on the basis of the size of the
Premises,  unless Lessor reasonably determines that Lessee's use of the Premises
justifies a  disproportionate  allocation  of utility costs to Lessee (which may
result in an increase or decrease of the utility costs).

6.   USE.  The  Premises  shall be used for  general and  administrative  office
purposes;  software  design;  repair,  warehousing and  distribution of computer
components; the integration of systems; help desk, contracts,  telephone and WEB
based support;  and for no other purpose. The Premises shall not be used for any
illegal purposes;  nor in violation of any regulation of any governmental  body;
nor in any  manner to create  any  nuisance  or  trespass;  nor in any manner to
vitiate the  insurance  or  unreasonably  increase  the rate of insurance on the
Premises  or on the  Building.  Provided  that  the  Lessor  is and  remains  in
compliance  with the terms of this Lease,  Lessee agrees to use the Premises for
the  purposes  herein  leased  until the  expiration  of the term of this Lease.
Lessee shall take possession of the Premises on or before the Commencement Date.
Lessor  represents  to  Lessee  that,  to the best of  Lessor's  knowledge,  the
Premises  are zoned so as to permit  the use of the  Premises  for the  purposes
permitted hereunder.

7.   LESSOR'S WORK/LESSEE'S  IMPROVEMENTS.  Lessor shall improve the Premises in
an amount not to exceed $4.25 per square foot (the  "Allowance")  in  accordance
with Plans and  Specifications to be approved by both Lessor and Lessee.  Lessee
shall be responsible for payment of all costs of the  improvements,  approved by
both Lessor and Lessee, that exceed the Allowance.

8.   REPAIRS BY LESSOR.

     (A)  Except as otherwise expressly provided in this Lease, Lessor shall not
be required to make any repairs or  improvements  to the Premises.  Lessor shall
make and pay for repairs to the  foundation,  floor,  exterior walls and roof of
the Building as necessary for safety and  tenantability.  Lessor's  duties shall
include  repairs to  underground  utility and sewer pipes  outside the  exterior
walls of the  Building  but within the sole  control of Lessor and  beneath  the
property which is described on Exhibit B attached hereto, or under or within the
floor of the Premises.

     (B)  Lessor shall be responsible  for the maintenance of those areas around
the Building, including parking areas, planted areas, and landscaped areas which
are from time to time designated by Lessor and open for the joint use by tenants
of the Building or the public.

9.   REPAIRS BY LESSEE. Lessee shall repair, maintain,  replace as necessary and
keep in good,  clean  and safe  repair  all  portions  of the  Premises  and all
equipment,  fixtures and systems therein which are not specifically set forth as
the  responsibility of Lessor in Paragraph 8 of this Lease; in

                                      -5-
<PAGE>

addition,  Lessee  shall bear the  expense of any repairs to the items which are
Lessor's  responsibility  (under  Paragraph  8, above) if made  necessary by the
negligence or misuse of Lessee, its employees,  or agents; and Lessee shall bear
the cost of repairs to the floor if made necessary by the nature of Lessee's use
of the Premises.  Subject to the  provisions of the next  succeeding  paragraph,
Lessee's  repairs  and  replacements   shall  include  without   limitation  all
electrical,  plumbing,  heating and air conditioning systems,  parts, components
and fixtures within or relating to the Premises. In connection therewith, Lessee
shall  maintain in force at all times a  maintenance  contract  for the heating,
ventilation,  and air conditioning  equipment  acceptable in form and content to
Lessor and with a service organization  acceptable to Lessor.  Lessee shall also
promptly  repair or replace all  partitions and all glass and plate glass within
the  Premises  immediately  when  cracked  or  broken.  Lessor  gives to  Lessee
exclusive  control of the Premises and shall be under no  obligation  to inspect
the  Premises.  Lessee  shall,  within a reasonable  time,  report in writing to
Lessor any  defective  conditions  known to Lessee  which  Lessor is required to
repair, and failure to so report such defects shall make Lessee liable to Lessor
for any liability  incurred by Lessor by reason of such failure to timely report
such defects,  and Lessee indemnifies and holds harmless Lessor from and against
all loss, cost and damage (including reasonable attorney's fees) arising from or
related to Lessee's failure to so report such defective conditions. Lessee shall
maintain a maintenance  contract for all mechanical systems in effect during the
Lease term.

10.  RIGHT OF ENTRY.  Lessor shall have the right,  but not the obligation,  and
upon  reasonable  notice,  to enter the Premises at reasonable  hours to exhibit
same to  prospective  purchasers,  lenders or (during the last six (6) months of
the term of this Lease)  tenants;  to inspect the Premises to see that Lessee is
complying with all Lessee's obligations hereunder;  and to make repairs required
of Lessor  under the terms of this  Lease or  repairs  or  modifications  to any
adjoining space.

11.  LESSOR'S  RIGHT TO ACT FOR LESSEE.  If Lessee  fails to pay any  additional
rent or make any other payment  (except Base Rent) or take any other action when
and as required  under this Lease,  Lessor may,  without  demand upon Lessee and
without  waiving or  releasing  Lessee from any duty,  obligation,  or liability
under this Lease,  pay any such additional  rent, make any such other payment or
take any such action required of Lessee. The actions which Lessor may take shall
include,  but are not limited to, the  performance of maintenance or repairs and
the making of  replacements to the Premises,  the payment of insurance  premiums
which  Lessee is  required  to pay under this Lease and the payment of taxes and
assessments which Lessee is required to pay under this Lease. Lessor may pay all
incidental  costs and  expenses  incurred in  exercising  its rights  hereunder,
including,   without  limitation,   reasonable  attorneys'  fees  and  expenses,
penalties,  re-instatement fees, late charges and interest.  All amounts paid by
Lessor pursuant to this Paragraph, and all costs and expenses incurred by Lessor
in exercising  Lessor's rights under this Paragraph  shall be deemed  Additional
Rent,  shall bear  interest  at the lesser of (i) a rate per annum  equal to the
"Prime Rate" (as herein defined) plus three (3) percentage  points,  or (ii) the
highest rate permitted under  applicable law (herein referred to as the "Default
Rate of  Interest"),  from the date of payment by Lessor and shall be payable by
Lessee to Lessor upon demand. The term, "Prime Rate," as used herein, shall mean
the Base Rate as announced by SouthTrust Bank from time to time; said prime rate
is 4.75% per annum, on the date hereof.

                                      -6-
<PAGE>

12.  DEFAULT.

     (A)  Each of the following events shall constitute an "Event of Default" by
Lessee under this Lease:

          (I)  if Lessee shall fail to pay when due any rent or other payment to
be made by Lessee hereunder and shall not cure such failure within ten (10) days
after written notice thereof from Lessor; or

          (II) if Lessee  shall  violate  or breach,  or shall fail to  observe,
keep,  satisfy,  perform,  and  comply  with,  any  agreement,  term,  covenant,
condition, requirement,  restriction, or provision of this Lease (other than the
payment of rent or any other  payment to be made by Lessee),  and shall not cure
such failure  within thirty (30) days after Lessor gives Lessee  written  notice
thereof; or

          (III)if the Premises  are  deserted or  abandoned  and Tenant fails to
pay rent;

          (IV) if Lessee's interest in the Premises is levied upon; or

          (V)  if any  petition is filed by or against  Lessee under any Section
or Chapter of the Federal  Bankruptcy  Code, and in the case of a petition filed
against  Lessee,  such petition is not dismissed  within sixty (60) days of such
filing;  or if  Lessee  becomes  insolvent  or  transfers  property  in fraud of
creditors;  or if Lessee makes an assignment for the benefit of creditors; or if
a receiver is appointed for any of Lessee's assets.

     For the  purposes of the Events of Default  specified  in clause (v) above,
the word "Lessee" shall include,  without  limitation;  (i) any party comprising
Lessee,  should more than one person or entity execute this Lease as Lessee,  or
any general partner or joint venturer of Lessee or any such party;  and (ii) any
person or entity now or hereafter liable,  whether  primarily,  secondarily,  or
contingently,  for the performance of the duties and obligations of Lessee under
this  Lease,  including  without  limitation  any  principal,  maker,  endorser,
guarantor or surety.

     (B)  Upon the occurrence of any Event of Default, Lessor may pursue any one
or more of the following  remedies,  in addition to any other remedies  provided
under this Lease,  at law or in equity,  separately  or  concurrently  or in any
combination,  without any notice  (except as  specifically  provided  herein) or
demand  whatsoever  and without  prejudice to any other remedy which it may have
for  possession  of the  Premises  or for  arrearages  in rent or other  amounts
payable to Lessor:

          (I)  Lessor may terminate  this Lease by giving Lessee  written notice
of  termination,  in which event  Lessee shall  immediately  quit and vacate the
Premises and deliver and  surrender  possession  of the Premises to Lessor,  and
this Lease shall be terminated at the time designated by Lessor in its notice of
termination  to Lessee;  provided,  however,  that no  termination of this Lease
prior to the normal  expiration  hereof shall affect  Lessor's  right to collect
rent for the period prior to termination; or

          (II) With or without terminating this Lease, Lessor may enter upon and
take possession of the Premises; or

                                      -7-
<PAGE>

          (III) Lessor may re-let  the  Premises  or any part  thereof,  on such
terms  and  conditions  as Lessor  may deem  satisfactory  and are  commercially
reasonable  under  the  circumstances,   and  receive  the  rent  for  any  such
re-letting,  in which event Lessee shall pay to Lessor on demand any  deficiency
that may arise by reason of such  re-letting;  provided,  further,  that  Lessee
shall pay over to Lessor on demand  any and all  reasonable  costs and  expenses
incurred  in  renovating  or  altering  the  Premises  to make it  suitable  for
re-letting; or

          (IV) Lessor may declare  immediately due and payable the present value
(using a  discount  rate of ten  percent  (10%) per annum) of all rent and other
sums  due or to  become  due  under  this  Lease  immediately  due and  payable;
provided,  however,  that  such  payment  shall  not  constitute  a  penalty  or
forfeiture or liquidated damages, but shall merely constitute payment in advance
of the rent  for the  remainder  of the term of this  Lease.  Upon  making  such
payment,  Lessee  shall be  entitled to receive  from Lessor all rents  actually
received by Lessor from other assignees,  tenants,  and subtenants on account of
the Premises  during the term of this Lease,  provided  that the monies to which
Lessee  shall so become  entitled  shall in no event  exceed the  entire  amount
actually due by Lessee to Lessor under this Lease, less all costs,  expenses and
attorneys'  fees of Lessor  incurred in  connection  with the  re-letting of the
Premises.

     (C)  Lessor's  pursuit of any one or more of the remedies  provided in this
Lease shall not  constitute  an election of remedies  excluding  the election of
another remedy or other remedies, or a forfeiture or waiver of any rent or other
amounts  payable  under  this  Lease by Lessee or of any  damages  or other sums
accruing  to Lessor by reason of Lessee's  violation  of any  provision  of this
Lease.  No action  taken by or on behalf of Lessor  shall be  construed  to mean
acceptance  of a  surrender  of this  Lease.  No  failure of Lessor to pursue or
exercise any of Lessor's  powers,  rights,  or remedies or to insist upon strict
and exact  compliance by Lessee with any provision of this Lease,  and no custom
or practice at variance with the terms of this Lease,  shall constitute a waiver
by Lessor of the right to demand strict and exact  compliance with the terms and
conditions of this Lease.

13.  RIGHTS CUMULATIVE.  All rights, remedies,  powers, and privileges conferred
under this Lease on either party shall be  cumulative of and in addition to, but
not restrictive of or in lieu of, those conferred by law.

14.  LIENS.  Lessee  hereby  indemnifies  Lessor  against,  and  shall  keep the
Premises,  the  Building,  and the Land free  from any known  liens for any work
performed,  material  furnished or  obligations  incurred by Lessee.  Should any
liens or claims be filed  against the  Premises,  the  Building,  or the Land by
reason of Lessee's acts or  omissions,  Lessee shall cause same to be discharged
by bond or otherwise  within  fifteen (15) days after Lessor gives Lessee notice
of such filing. If Lessee fails to cause any such lien or claim to be discharged
within the required  time,  Lessor may cause same to be discharged  and may make
any payment  that  Lessor,  in its  reasonable  judgment,  considers  necessary,
desirable,  or proper in order to do so. All amounts  paid by Lessor  shall bear
interest at the Default Rate of Interest  from the date of payment by Lessor and
shall be payable by Lessee to Lessor upon demand.

                                      -8-
<PAGE>

15.  LESSEE'S PROPERTY: IMPROVEMENTS TO THE PREMISES.

     (A)  Lessee shall not remove any personal property,  fixtures, or equipment
from the  Premises  at any time  during  which  Lessee is in default  under this
Lease.  Upon any  termination  of this Lease at a time at which  Lessee shall be
liable in any amount to Lessor  under this Lease,  Lessor shall have a lien upon
the  personal  property and effects of Lessee with in the  Premises,  and Lessor
shall have the right, at Lessor's election, without notice to Lessee, to sell at
a private, commercially reasonable sale all or part of said property and effects
for such  price as against  any  amounts  due under  this  Lease from  Lessee to
Lessor,  including  the expenses of such sale.  It is expressly  agreed that the
Lessor's  rights as  described in this Section  15(a) shall  subordinate  to any
prior existing liens.

     (B)  If Lessee shall not remove all  Lessee's  effects from the Premises at
any expiration or other termination of this Lease,  Lessor shall have the right,
at Lessor's  election,  to remove all or part of said effects in any manner that
Lessor  shall  choose and store the same  without  liability  to Lessee for loss
thereof,  and Lessee shall be liable to Lessor for all expenses incurred in such
removal and also for the cost of storage of said  effects.  Lessee shall have no
obligation  or right to remove  the  Lessee  finish  work at the  expiration  or
termination of the term of this Lease.

     (C)  Lessee shall not make any alterations,  additions,  or improvements to
the Premises, exterior or interior, without the prior written consent of Lessor,
except  for (i)  unattached  movable  fixtures  which may be  installed  without
drilling,  cutting,  or otherwise defacing the Premises,  and (ii) nonstructural
changes  to the  Premises  which do not  exceed  in the  aggregate  the value of
$5,000.00 per Lease Year,  and (iii)  interior  decorating  such as painting and
installation  and  replacement  of  wall  and  floor  coverings.   If  any  such
alterations, additions, or improvements are made, then, at the expiration of the
term of this Lease, Lessee agrees to restore the Premises to the condition prior
to making  same,  at Lessee's  sole cost and expense,  reasonable  wear and tear
excepted,  provided  that if  Lessor  does not  require  removal,  then all such
alterations,  additions,  or  improvements  shall  become the sole  property  of
Lessor. Lessee may not use or penetrate the roof of the Premises for any purpose
whatsoever without Lessor's prior written consent. All construction work done by
Lessee in the Premises shall be performed in a good and workmanlike  manner,  in
compliance  with all  governmental  requirements,  and at such times and in such
manner as will  cause a minimum  of  interference  with  other  construction  in
progress and with the transaction of business in the Building.  Lessee covenants
and agrees that all contractors,  subcontractors,  and other persons or entities
performing  construction  or  installation  work for Lessee at the Premises will
carry liability insurance in amounts acceptable to Lessor.

16.  SUBLETTING AND ASSIGNMENT.

     Lessee shall not, directly or indirectly, without the prior written consent
of Lessor which consent shall not be unreasonably  withheld,  delayed or denied,
endorsed hereon, sell, 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  Lessee.  Consent  to any
assignment  or  sublease  shall not be deemed a waiver of the right of Lessor to
approve any further  assignment  or  subletting.  Notwithstanding  any permitted
assignment  or  subletting,  whether  or  not  Lessor's  consent  was  required,
requested  or  given,  Lessee  shall  remain  liable  for the full and  complete
performance,  satisfaction,  and compliance with each and every agreement, term,
covenant, condition,  requirement,  provision, and restriction of this Lease, as
principal  and not as  surety  or  guarantor,  and as if no such  assignment  or
subletting had been made.

                                      -9-
<PAGE>

     (A)  In the event  that  during the term of this  Lease  Lessee  desires to
sublease  the Premises or assign this Lease,  Lessee  shall give written  notice
thereof to Lessor,  which  notice  shall  contain  (i) the name of the  proposed
subtenant  or  assignee;  (ii) the terms of any  sublease;  and (iii) such other
information as Lessor shall reasonably request;  whereupon Lessor shall consider
such proposed subtenant or assignee and notify Lessee with reasonable promptness
however no later than 7 days after  request as to Lessor's  choice,  at Lessor's
reasonable  discretion,  of  the  following:  (x)  that  Lessor  consents  to  a
subleasing  of the  Premises  or  assignment  of this  Lease  to  such  proposed
subtenant  or  assignee;  or (y) that the Lessor will cancel the Lease as of the
date of the contemplated  sublease,  should Lessee effect such sublease;  or (z)
that  Lessor  declines  to  consent  to  such  sublease  or  assignment  due  to
insufficient or unsatisfactory documentation furnished to Lessor.

     (B)  In the event that Lessee sublets the Premises or any part thereof,  or
sells,  assigns,  or transfers  this Lease and at any time  receives rent and/or
other  consideration  which  exceeds  that  which  Lessee  would at that time be
obligated to pay to Lessor,  Lessee shall pay to Lessor 100% of the gross excess
in  such  rent  as such  rent  is  received  by  Lessee  and  100% of any  other
consideration  received by Lessee from such  subtenant in  connection  with such
sublease or, in the case of an assignment of this Lease by Lessee,  Lessor shall
receive 100% of any consideration  paid to Lessee by such assignee in connection
with such assignment after deduction of expenses.

17.  DAMAGE OR DESTRUCTION. If the Premises or any portion thereof are destroyed
by storm, fire, lightning,  earthquake,  or other casualty,  Lessee shall notify
Lessor within a reasonable time. In the event the Premises  cannot,  in Lessor's
reasonable  judgment,  be restored  within one hundred  twenty (120) days of the
date of such damage or destruction, this Lease shall terminate as of the date of
such destruction,  and all rent and other sums payable by Lessee hereunder shall
be  accounted  for as between  Lessor and Lessee as of that date.  Lessor  shall
notify Lessee  within thirty (30) days of the date of the damage or  destruction
whether the Premises can be restored  within one hundred  twenty (120) days.  If
this Lease is not terminated as provided in this Paragraph, Lessor shall, to the
extent  insurance  proceeds payable on account of such damage or destruction are
available to Lessor  (with the excess  proceeds  belonging to Lessor),  within a
reasonable time, repair, restore, rebuild,  reconstruct,  or replace the damaged
or destroyed portion of the Premises to a condition substantially similar to the
condition which existed prior to the damage or destruction.  Provided,  however,
Lessor  shall only be required to repair,  restore,  rebuild,  reconstruct,  and
replace the Lessor's Work shown on Exhibit A, and Lessee shall, at its sole cost
and expense,  upon completion of the Lessor's Work,  repair,  restore,  rebuild,
reconstruct, and replace, as required, any and all improvements installed in the
Premises by Lessee and all trade fixtures, personal property,  inventory, signs,
and other  contents in the  Premises,  and all other  repairs  not  specifically
required of Lessor hereunder, in a manner and to at least the condition existing
prior to the damage.  If Lessor fails to restore the Premises as required herein
within said  120-day  period,  subject to Force  Majeure,  Lessee shall have the
right to terminate this Lease by written notice to Lessor.  Lessee's obligations
to pay Base Rent (and the additional rent payable under Paragraph 4) shall abate
until Lessor has repaired,  restored,  rebuilt,  reconstructed,  or replaced the
Premises,  as required  herein,  in proportion to the part of the Premises which
are unusable by Lessee.  Notwithstanding  the  foregoing,  if any such damage or
destruction  occurs  within  the  final  one (1) year of the term  hereof,  then
Lessor,  in its sole discretion,  may,  without regard to the aforesaid  120-day
period,  terminate  this Lease by written  notice to  Lessee.  The term,  "Force
Majeure",  as used herein,  shall mean a delay, not within

                                      -10-
<PAGE>

Lessor's control, in Lessor's performance  hereunder due to acts of God, adverse
weather, fire, earthquake, flood, explosion, war, invasion,  insurrection, riot,
mob violence, sabotage, vandalism, failure of transportation, strikes, lockouts,
litigation,  condemnation,   requisition,  governmental  restrictions  including
inability or delay in obtaining governmental consents or permits, laws or orders
of  governmental,  civil,  military or naval  authorities,  or any other  cause,
whether similar or dissimilar to the foregoing,  not within Lessor's control. If
the damage or  destruction  is due to the  negligence  or willful  misconduct of
Lessee,  there shall be no rent  abatement  (unless  Lessor  receives  insurance
payments  for such loss of rent on account  of such  damage or  destruction,  in
which case  Lessee  shall only be liable to Lessor  for any  deficiency  in such
rent).

18.  CONDEMNATION.

     (A)  In the event of a taking of all or any  portion  of the  Premises  (so
that the untaken  portion is unsuitable for the continued  feasible and economic
operation  of the  Premises  by Lessee for  substantially  the same  purposes as
immediately prior to such taking), then this Lease shall automatically terminate
and all rent and other sums payable by Lessee hereunder shall be apportioned and
paid through and including the date of such taking.

     (B)  In the  event of a taking of a portion  of the  Premises  (so that the
untaken portion is suitable for the continued feasible and economic operation of
the Premises by Lessee for  substantially the same purposes as immediately prior
to such  taking),  this Lease and all of the duties  and  obligations  of Lessee
hereunder  shall  remain  unmodified  and in full  force and  effect;  provided,
however,  that the rent  payable  after the taking shall be reduced to an amount
which bears the same ratio to the rent payable  immediately  prior to the taking
as the rental  value of the  Premises  after taking bears to the rental value of
the Premises immediately prior to the taking.

     (C)  Lessor  shall be  entitled to all awards,  damages,  compensation,  or
proceeds  payable by reason of any taking,  and Lessee  shall not be entitled to
any portion thereof, and shall have no claim for, and hereby transfers, assigns,
conveys,  and sets over unto Lessor all of its right,  title,  and interest,  if
any, in or to any award, damages, compensation, or proceeds payable by reason of
any taking; and, without limiting the generality of the foregoing,  Lessee shall
have no claim against Lessor or the condemning authority, or otherwise,  for any
award,  damages,  compensation,  or proceeds for (i) the value of any  unexpired
term of this Lease, or (ii) the value of any fixtures or improvements  installed
by Lessee in the  Premises.  Nothing  herein  shall be  construed,  however,  to
preclude  Lessee from  prosecuting  any claim  directly  against the  condemning
authority for loss of business,  moving expenses, damage to, and cost of removal
of, trade fixtures, furniture, and other personal property belonging to Lessee.

19.  INDEMNITY.  Lessee  shall,  at  all  times,  except  to the  extent  of the
negligence  of Lessor,  its agents and  employees,  indemnify  and hold harmless
Lessor and  Lessor's  officers,  employees,  and agents  from,  against,  and in
respect of, all liabilities,  damages,  losses,  costs,  expenses (including all
reasonable  attorneys' fees),  causes of action,  suits,  claims,  demands,  and
judgments  of any nature  whatsoever  arising,  in whole or in part,  out of, by
reason  of, or in  connection  with:  (a)  injury to or the death of  persons or
damage to property (i) on the Premises,  or (ii) resulting from the condition of
the Premises; (b) the violation or breach of, or the failure of Lessee to comply
with any  agreement,  term,  covenant,  condition,  requirement,  provision,  or

                                      -11-
<PAGE>

restriction  of this Lease binding on Lessee  (which  violation or breach is not
cured within the applicable  grace or cure period provided  herein);  or (c) the
violation  by Lessee of any law  affecting  the Premises or the use or occupancy
thereof.  Lessee,  on behalf of itself and all  persons  and  entities  claiming
through  Lessee,  waives all claims against Lessor for damage to any property or
injury  to, or death of,  any  person  in,  upon,  or about  the  Premises,  the
Building,  or the Land arising at any time and from any cause (including without
limitation fire,  explosion,  water,  rain, flood, or leaks from any part of the
Premises or from the pipes,  appliances,  plumbing works, roof, or subsurface of
any floor or ceiling,  or from the street,  or any other  place),  except to the
extent  caused by the  negligence or willful  misconduct of Lessor,  its agents,
employees, representatives, or contractors.

     Lessor  shall,  at all  times,  except to the extent of the  negligence  of
Lessee,  its  agents  and  employees,  indemnify  and hold  harmless  Lessee and
Lessee's officers,  employees,  and agents from, against, and in respect of, all
liabilities,   damages,   losses,  costs,  expenses  (including  all  reasonable
attorneys' fees), causes of action, suits, claims, demands, and judgments of any
nature whatsoever, to the extent arising, in whole or in part, out of, by reason
of, or in  connection  with (i)  injury to or the death of  persons or damage to
property  on any  portion of the Land or the  Building  (other the  Premises  or
portions of the Building occupied by other tenants), or (ii) Lessor's negligence
or willful misconduct, or (iii) Lessor's violation of the Lease (which violation
is not cured within a reasonable time following written demand).

20.  INSURANCE.

     (A)  Lessee  shall  maintain  in force at all times  comprehensive  general
public  liability  insurance in an amount of not less than  $3,000,000  combined
single limit  coverage for bodily  injury,  death,  and  property  damage.  Such
insurance  shall include  contractually  assumed  liability;  and such insurance
shall be  primary  and not in excess of or  contributory  with  other  insurance
carried by other  persons.  Said policy shall name Lessor as additional  insured
and shall  contain a  provision  requiring  the  insurer to give Lessor at least
thirty (30)  calendar  days' prior  written  notice  before any  termination  or
expiration of said policy or any reason. Prior to the commencement of this Lease
and prior to the expiration of each term of such policy, Lessee shall deliver to
Lessor the original of such policy or a proper certificate from the insurer.

     (B)  Lessee hereby agrees to insure any improvements installed by Lessee in
the  Premises  and  its   merchandise,   trade  fixtures,   personal   property,
furnishings,  supplies,  inventory,  signs,  and other  contents of the Premises
against fire, with all risk coverage,  for the full  replacement  value thereof.
Lessor shall have no responsibility  whatsoever for any damage,  theft, or other
casualty to or involving the same.

     (C)  Each policy of  insurance  obtained by Lessee  hereunder  or otherwise
with  respect  to the  Premises  shall  contain a waiver of  subrogation  clause
reasonably acceptable to Lessor.

     (D)  Lessor  shall  insure  the  Building   against  damage  with  casualty
insurance  not less than the  replacement  value of the  Building  and with such
deductibles  as  Lessor  reasonably  deems  appropriate  and with  comprehensive
general public liability  insurance in such amounts and with such deductibles as
Lessor  reasonably  deems  appropriate.  Lessee  shall  have  no

                                      -12-
<PAGE>

responsibility  whatsoever  for any damage or other casualty to or involving the
same unless caused by the negligence or willful misconduct of Lessee, its agents
or employees.

21.  SIGNAGE.  Lessee  shall not  install  any signs  visible  from  outside the
Premises  except with the prior written  consent of Lessor.  Any permitted signs
shall be  maintained  in  compliance  with  applicable  governmental  rules  and
regulations  governing such signs, and Lessee shall be responsible to Lessor for
any damage caused by the installation, use, or maintenance of said signs. Lessee
agrees, upon removal of said signs, to repair all damage incident thereto.

22.  ATTORNEYS'  FEES. In the event that either party is required to enforce the
provisions  of this Lease,  such  party,  if it  prevails,  shall be entitled to
receive  from the other  party all costs and  expenses  incurred at trial and on
appeal in  connection  with  such  enforcement,  including  but not  limited  to
reasonable attorneys' fees.

23.  PARTIES.  "Lessor" as used in this Lease shall include Lessor's assigns and
successors in title to the Premises.  "Lessee" shall include Lessee and, if this
Lease shall be validly  assigned or the Premises  validly sublet,  shall include
such assignee or subtenant,  its successors and permitted assigns.  "Lessor" and
"Lessee"  shall  include  male and female,  singular  and  plural,  corporation,
partnership, or individual, as may fit the particular parties.

24.  LANDLORD AND TENANT RELATIONSHIP.  This Lease shall create the relationship
of landlord and tenant  between  Lessor and Lessee;  no estate shall pass out of
Lessor; Lessee has only an usufruct not subject to levy and sale.

25.  HOLDING  OVER.  If Lessee  remains  in  possession  of the  Premises  after
expiration of the term of this Lease, with Lessor's acquiescence and without any
distinct agreement of parties, Lessee shall be a tenant at will at a rental rate
equal to 150% of the rate in effect at the end of this Lease;  there shall be no
renewal of this Lease by operation of law.

26.  SALE  BY  LESSOR.  In the  event  of any  sale,  conveyance,  transfer,  or
assignment  by  Lessor of its  interest  in and to the  Premises  as well as any
security  deposits,  and  assumption  by the party to whom  Lessor  is  selling,
conveying,  transferring,  or assigning of all  obligations of Lessor  hereunder
from and after the date of the sale,  conveyance,  transfer, or assignment,  all
obligations  under this  Lease of the party  selling,  conveying,  transferring,
assigning,  or otherwise disposing shall cease and terminate and Lessee releases
said  party from same and Lessee  shall  thereafter  look only and solely to the
party to whom or which the Premises were sold, conveyed, transferred,  assigned,
or  otherwise  disposed  of  for  performance  of  all of  Lessor's  duties  and
obligations under this Lease.

27.  SURRENDER OF THE PREMISES.  At the termination of this Lease,  Lessee shall
surrender  the  Premises  and  keys  thereof  to  Lessor  in at  least as good a
condition as at commencement of the term of this Lease, normal wear and tear and
casualty only excepted.

28. NOTICES.  Lessee hereby appoints as Lessee's agent to receive the service of
all  dispossessory  or distraint  proceedings  and notices  thereunder,  and all
notices  required  or  permitted  under this  Lease,  the person in charge of or
occupying  the  Premises  at that  time;  and if no  person  is in  charge of or
occupying same, then such service or notice may be made by attaching the same on
the main entrance to the  Premises.  All notices to Lessor shall be delivered

                                      -13-
<PAGE>

by hand or sent by certified mail, return receipt requested, postage prepaid, to
Lessor's principal office set forth at the beginning of this Lease.

29.  COVENANT OF QUIET  ENJOYMENT.  So long as Lessee  observes and performs the
covenants  and  agreements  contained  herein to be observed  and  performed  by
Lessee,  Lessor  covenants  and agrees that Lessee shall at all times during the
term of this Lease  peacefully  and  quietly  have and enjoy  possession  of the
Premises, but always subject to the terms hereof.

30.  SUBORDINATION AND ATTORNMENT.

     Subject to the provisions of subparagraph  30(b) below, this Lease shall be
subordinate  to the right,  title,  and  interest  of any lender or other  party
holding a security  interest  in or a lien upon the  Premises  under any and all
mortgage instruments or deeds to secure debt presently  encumbering the Premises
or the  Building  and to any and all  other  deeds to  secure  debt or  mortgage
instruments hereafter encumbering the Premises or the Building.  Lessee shall at
anytime hereafter,  on demand of Lessor or the holder of any such deed to secure
debt or mortgage  instrument,  execute any  instruments  which may reasonably be
required by such party for the purpose of evidencing the  subordination  of this
Lease to the lien or security of such party.

     (A)  The following  provisions  shall be  applicable to the  subordinations
provided under subparagraph (a) above: (i) Lessor agrees, within sixty (60) days
following  the date this Lease is fully  executed,  to obtain  from its  present
lender a non  disturbance  agreement  providing  that,  in the event the deed to
secure debt or mortgage  instrument is  foreclosed,  Lessee's  possession of the
Premises  shall  not be  disturbed  so long as no Event of  Default  shall  have
occurred and is  continuing  and so long as Lessee  continues to comply with the
terms of this Lease (a "Non disturbance Agreement");  and (ii) as to any deed to
secure debt or mortgage  instrument  that is placed  against the Premises or the
Building after the date of this Lease, the foregoing  subordination shall not be
effective  unless the holder of such deed to secure debt or mortgage  instrument
shall execute and deliver to Lessee a Nondisturbance Agreement.

     (B)  Lessee shall, upon demand, at any time or times, execute, acknowledge,
and deliver to Lessor or the holder of any such  instruments  or deeds to secure
debt, without expense,  any and all documents that may be necessary to make this
Lease superior to the lien of any of the same.

     (C)  If the holder of any of said instruments or deeds to secure debt shall
hereafter succeed to the rights of Lessor under this Lease, Lessee shall, at the
option of such holder or a purchaser  at any  foreclosure  or sale under  power,
attorn to and recognize  such  successor as Lessee's  landlord under this Lease.
Lessee shall promptly execute,  acknowledge, 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  each  successor
Lessor and Lessee,  subject to all of the terms,  covenants,  and  conditions of
this Lease.

31.  ESTOPPEL  CERTIFICATE.  At any time and from  time to time,  Lessee,  on or
before the date  specified  in a request  therefore  made by Lessor,  which date
shall not be earlier than ten (10) days from the making of such  request,  shall
execute,  acknowledge, and deliver to Lessor a certificate evidencing whether or
not (a) this Lease is in full force and effect;  (b) this Lease has been amended
in any way; (c) there are any existing defaults on the part of Lessor hereunder,
to the

                                      -14-
<PAGE>

knowledge of Lessee, and specifying the nature of such defaults, if any; (d) the
date to which rent and other amounts due hereunder,  if any, have been paid; and
(e)  such  other  matters  reasonably  requested  by  Lessor.  Each  certificate
delivered  pursuant  to  this  Paragraph  may be  relied  on by any  prospective
purchaser of the Building or transferee of Lessor's interest hereunder or by any
holder or prospective  holder of any mortgage  instrument or deed to secure debt
now or hereafter encumbering the Building.

32.  GOVERNMENTAL  REGULATIONS.  Lessee agrees, at its sole expense, promptly to
comply with all  requirements of any legally  constituted  public authority made
necessary by reason of Lessee's use or occupancy of the Premises.  Lessor agrees
promptly to comply with any such requirements if not made necessary by reason of
Lessee's use or  occupancy  of the  Premises.  It is mutually  agreed,  however,
between Lessor and Lessee, that if in order to comply with such requirements the
cost to Lessor or Lessee,  as the case may be,  shall  exceed a sum equal to one
(1) year's Base Rent under this Lease at the time  compliance is required,  then
the party who is  obligated  to comply  with such  requirement  is  entitled  to
terminate this Lease by giving written notice of termination to the other party,
which  termination  shall become effective sixty (60) days after receipt of such
notice,  and which notice shall  eliminate  necessity  of  compliance  with such
requirement  by the party giving such notice,  unless the party  receiving  such
notice of termination shall,  before the termination  becomes effective,  pay to
the party giving notice all costs of compliance in excess of one (1) year's Base
Rent, or secure payment of said sum in a manner satisfactory to the party giving
notice.  Lessor and Lessee each agree that nothing  contained in this  Paragraph
shall  affect or modify the  effectiveness  of any  indemnifications  benefiting
either party as set forth elsewhere in this Lease.

33.  RELOCATION. INTENTIONALLY DELETED.

34.  SUCCESSORS  AND ASSIGNS.  The  provisions  of this Lease shall inure to the
benefit  of  and  be  binding  upon  Lessor  and  Lessee  and  their  respective
successors, heirs, legal representatives,  and assigns, subject, however, in the
case of Lessee,  to the  restrictions on assignment and subletting  contained in
this Lease.

35.  LIMITATION OF LIABILITY.  Lessor's obligations and liability to Lessee with
respect  to this Lease  shall be  limited  solely to  Lessor's  interest  in the
Building,  and  neither  Lessor,  nor  any  joint  venturer,  partner,  officer,
director, or shareholder of Lessor or any of the joint venturers of Lessor shall
have any personal liability whatsoever with respect to this Lease.

36.  AGENT COMMISSION.

     (A)  CB  Richard  Ellis,  Inc.  ("Agent")  shall be  entitled  to receive a
commission  in the amounts,  and upon the terms and  conditions,  contained in a
commission  agreement  between  Lessor and Agent;  and Lessor agrees to pay such
commission to Agent.

     (B)  Lessee  warrants and  represents  to Lessor that,  except as set forth
above,  no other party is entitled,  as a result of the actions of Lessee,  to a
commission or other fee resulting  from the execution of this Lease:  and in the
event Lessee extends or renews this Lease, or expands the Premises, and Agent is
entitled to a commission under the above-commission  agreement, Lessee

                                      -15-
<PAGE>

shall pay all  commissions  and fees  payable to any party  (other  than  Agent)
engaged by Lessee to represent Lessee in connection  therewith.  Lessor warrants
and  represents  to Lessee that,  except as set forth  above,  no other party is
entitled,  as a result of the actions of Lessor,  to a  commission  or other fee
resulting from the execution of this Lease. Lessor and Lessee agree to indemnify
and hold each other harmless from any loss, cost,  damage, or expense (including
reasonable  attorneys' fees) incurred by the non-indemnifying  party as a result
of the untruth or incorrectness of the foregoing warranty and representation, or
failure to comply with the provisions of this subparagraph.

     (C)  Agent is representing Lessor in connection with this Lease, and is not
representing Lessee.

37.  RULES AND  REGULATIONS.  Lessee accepts the Premises  subject to and hereby
agrees with Lessor to abide by the Rules and Regulations  attached to this Lease
as  Exhibit  D,  and  incorporated  herein  by  reference,  together  with  such
additional  Rules and  Regulations  or amendments  thereto as may hereafter from
time to time  be  reasonably  established  by  Lessor,  and  such  additions  or
amendments shall be binding on Lessee upon receipt of same by Lessee.  All rules
and regulations which apply to the Building shall be uniformly  enforced against
all tenants in the Building.

38.  HAZARDOUS  SUBSTANCES.  Lessee covenants and agrees that it shall not cause
or permit any Hazardous  Substances  (as  hereinafter  defined) to be generated,
used,  treated,  stored,  released  or  disposed  of in,  on,  at,  or under the
Premises,  the Building,  or the Land without  Lessor's  prior written  consent.
Lessee  further  covenants  and agrees to indemnify  Lessor for any loss,  cost,
damage,  liability, or expense (including without limitation,  attorneys' fees),
as well as  environmental  impairment  damages,  that  Lessor  might  ever incur
because of Lessee's  failure to comply with the  provisions  of the  immediately
preceding  sentence,  this  indemnification  to survive the  expiration or other
termination  of this Lease.  For the purposes of this  Paragraph  39,  Hazardous
Substances  shall  mean  and  refer  to  (a)  all  those  substances,  elements,
materials, compounds, or wastes defined or classified as hazardous or restricted
under (i) the Comprehensive Environmental Response,  Compensation, and Liability
Act of  1980,  as  amended  from  time  to  time,  the  regulations  promulgated
thereunder  and  analogous  state  statutes and  regulations,  (ii) the Resource
Conservation  and  Recovery  Act of 1976,  as  amended  from  time to time,  the
regulations promulgated thereunder and analogous state statutes and regulations,
(iii) the Toxic  Substances  Control  Act,  as  amended  from time to time,  the
regulations promulgated thereunder and analogous state statutes and regulations;
and (b) petroleum products,  including,  without limitation, waste oils; and (c)
"asbestos",  as  defined  in 29 C.F.R.  Sec.  1910.1001  et seq.  (or  analogous
regulations promulgated under the Occupational Safety and Health Act of 1970, as
amended from time to time, and the regulations promulgated thereunder);  and (d)
"PCBs",  as defined in 40 C.F.R.  Sec. 761 et seq.,  and "TCDD" as defined in 40
C.F.R.  Sec. 775 et seq. (or in either case  analogous  regulations  promulgated
under the Toxic  Substances  Control Act, as amended from time to time); and (e)
any other substance,  element,  material, or compound defined or restricted as a
hazardous, toxic, radioactive, or dangerous substance, material, or waste by the
Environmental  Protection Agency or by any other ordinance,  statute, law, code,
or regulation of any federal, state, or local governmental entity or any agency,
department or other subdivision thereof,  whether now or later enacted,  issued,
or promulgated.

                                      -16-
<PAGE>

     Lessor covenants and agrees to indemnify Lessee for any loss, cost, damage,
liability,  or expense (including without limitation,  attorneys' fees), as well
as environmental impairment damages, that Lessee might ever incur as a result of
Lessor's causing or permitting any Hazardous  Substances to be generated,  used,
treated,  stored, released or disposed of in, on, at, or under the Premises, the
Building,  or the Land in violation of applicable law, this  indemnification  to
survive the expiration or other termination of this Lease.

39.  MISCELLANEOUS.  Time is of the essence of this Lease.  This Lease  contains
the entire agreement of Lessor and Lessee and no  representations or agreements,
oral or otherwise, between the parties not embodied herein shall be of any force
or  effect.  This Lease may not be  amended  other  than in a writing  signed by
Lessor and Lessee.  No failure of either  party to  exercise  any power given to
such party hereunder,  or to insist upon strict compliance by the other party of
any obligations hereunder,  and no custom or practice of the parties at variance
with the terms hereof shall  constitute a waiver of such party's right to demand
exact compliance with the terms hereof. If any clause or provision of this Lease
is illegal, invalid, or unenforceable under applicable present or future laws or
regulations effective during the term of this Lease, the remainder of this Lease
shall not be  affected.  In lieu of each clause or provision of this Lease which
is  illegal,  invalid,  or  unenforceable,  there shall be added as part of this
Lease a clause or provision as nearly identical as may be possible and as may be
legal, valid, and enforceable. This Lease shall be governed by, construed under,
and  interpreted  and  enforced  in  accordance  with the  laws of the  State of
Georgia.  Neither  this Lease,  nor any  memorandum  of this Lease or  reference
hereto,  shall be recorded by Lessee without  Lessor's  consent endorsed hereon.
Each party shall be excused from the performance of any of its obligations under
this Lease  (other than an  obligation  requiring  the payment of money) 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. The owner of record of the Premises is the Lessor. Titles or captions of
Paragraphs  contained  in  this  Agreement  are  inserted  only as a  matter  of
convenience  and for reference and in no way define,  limit,  extend or describe
the scope of this Agreement or the intent of any provision hereof.

40.  SPECIAL STIPULATIONS. INTENTIONALLY OMITTED

41.  GUARANTY. INTENTIONALLY OMITTED.

42.  INCORPORATION  OF  EXHIBITS.  All  exhibits  referred  to in this Lease are
hereby incorporated herein by this reference.

43.  FINANCIAL  STATEMENTS.  Lessee  agrees  that in the  event  Lessor,  or any
successor to Lessor, desires to enter into any financing arrangement whereby the
Premises,  the  Building  and/or  the  Land  would  be  mortgaged  or  otherwise
encumbered,  or Lessor  desires to sell the  Premises,  the Building  and/or the
Land,  Lessee shall  cooperate in good faith with Lessor by providing to Lessor,
the  proposed  lender or the  prospective  purchaser,  such  publicly  available
financial  information  regarding Lessee and Lessee's business operations as may
be reasonably  requested.  The foregoing  notwithstanding,  Lessee shall only be
required to provide such financial  information directly to the party reasonably
requesting  it, and Lessee  shall only be  required  to provide  such  financial
information  if the recipient  thereof  first  executes and delivers

                                      -17-
<PAGE>

to Lessee a confidentiality agreement prepared by Lessee providing,  among other
matters,  that  the  recipient  of the  financial  information  will  treat  the
financial  information  as  confidential  and  will not  disseminate  any of the
financial information to any persons other than officers,  agents,  employees or
professional advisors.

44.  CALCULATION  OF TIME  PERIODS.  Each  reference in this Lease to periods of
time (e.g.,  ten (10) days) shall refer to calendar  days (not  business  days),
unless a specific reference is made in that case to business days.



                      (SIGNATURES APPEAR ON FOLLOWING PAGE)

                                      -18-
<PAGE>

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this Lease to be
executed,  under seal,  in their  respective  names and on their behalf by their
duly authorized officials, the day and year indicated below.

                                       LESSOR:
                                       -------

                                       HARBINGER AVALON RIDGE, L.P.

                                       By:    HARBINGER AVALON RIDGE GP, INC.,
                                              its General Partner


                                       By:   /s/ C. Thomas Brunson        [SEAL]
                                             -----------------------------
                                       Name: C. Thomas Brunson
                                             -----------------------------------
                                       Title: Managing Director
                                             -----------------------------------

                                       Date of Execution by Lessor:

                                       July 3, 2002
                                       -----------------------------------



                                       LESSEE:

                                       MULTI-USER SOLUTIONS, LTD.,
                                       a Delaware Corporation

                                       By: /s/ E. Leo Bebeau
                                           -----------------
                                           its President and CEO


                                           By: /s/ E.Leo Bebeau
                                               ----------------
                                           Attest:
                                                  ------------------------------
                                           Name:
                                                  ------------------------------
                                           Title:
                                                  ------------------------------

                                                              (CORPORATE SEAL)


                                       Date of Execution by Lessee:

                                       July 3, 2002
                                       ---------------------------------------

                                      -19-
<PAGE>

                                    EXHIBIT A

                           FLOOR PLAN OF THE PREMISES

                                      -20-
<PAGE>

                                    EXHIBIT B

                   LEGAL DESCRIPTION OF THE 5.8560 ACRE TRACT

All that  tract or  parcel  of land  lying  and being in Land Lot 270 of the 6th
District  Gwinnett  County,  Georgia and being more  particularly  described  as
follows:

     Begin at a one-half  inch rebar found on the western right of way line of a
cul-de-sac  known as Avalon  Ridge Place (a right of way of varying  widths),  a
distance of 377.07 feet southerly along said western right of way line of Avalon
Ridge Place from the mitered  intersection  of said western right of way line of
Avalon  Ridge Place and the  southern  right of way of Avalon  Ridge  Parkway (a
right of way of  undisclosed  width);  running  thence  along  the  western  and
southern  right of way lines of said Avalon  Ridge Place the  following  courses
an.]  distances:  South 22 04' 55" East a distance  of 66.47 feet to an iron pin
set;  South 17 30' 29" East a  distance  of 25.08  feet to an iron pin set;  and
along the arc of a 82.00 foot radius  curve  turning to the left an arc distance
of 124.08 feet to an iron pin set (said arc being  subtended by a chord  bearing
South 65 25' 49" East,  a chord  distance of 112.57  feet);  thence  leaving the
southern  right of way line of Avalon Ridge Place and running g South 07 24' 10"
East a distance  of 541.99  feet to an iron pin set within the night of way of a
60 foot Colonial  Pipeline Company easement;  thence within said easement;  area
South 82 35' 50""  West a  distance  of 431.00  feet to an iron pin serf  thence
leaving  said  easement  area and  running  North 07 24' 10" West a distance  of
527.45 feet to an iron pin set; thence North 75 53' 20" East a distance of 47.35
feet to a one-half inch rebar found;  thence North 52 04' 00" East a distance of
310.25 feet to a one-half inch rebar found and THE POINT OF BEGINNING.

     Said  tract of land  contains  5.8560  acres and is shown on and  described
according  to that  certain  survey  for A.G.  No.  2, LLC,  SouthTrust  Bank of
Alabama,  National Association and Chicago Title Insurance Company,  prepared by
Hannon, Meeks & Bagwell,  Miles H. Hannon,  Georgia Registered Land Surveyor No.
1528,  dated April 26, 1995, last revised June 22, 1995,  which survey is hereby
made a part of this description by this reference.

                                      -21-
<PAGE>

                                    EXHIBIT C
                         TENANT'S ACCEPTANCE OF PREMISES

LESSEE:  Multi-user Solutions, Ltd.

LESSOR:  Harbinger Avalon Ridge, L.P.

DATE LEASE SIGNED:

TERM OF LEASE:  Beginning on the Commencement Date and ending on the Termination
Date [ss.2(a)]

ADDRESS OF PREMISES: AVALON RIDGE PARKWAY, NORCROSS, GWINNETT COUNTY, GEORGIA

SUITE NUMBER: 600, CONTAINING APPROXIMATELY 26,880 SQUARE FEET.

COMMENCEMENT DATE:

TERMINATION DATE:  Six (6) Lease Years after the Commencement Date [ss.2(a)]

MONTHS:  72 months

     The above  described  Premises  are  accepted by Lessee as suitable for the
purposes for which they were let. The above  described  lease term commences and
expires on the dates set forth above.  Lessee  acknowledges that it has received
from Lessor  number of keys to the Premises.  It is  understood  that there is a
punch list which will be completed  within 30 days after  move-in and will be an
exhibit to the Tenant Estoppel Certificate. LESSEE:

LESSEE:

Multi-User Solutions, Ltd.
---------------------------------------
(TYPE NAME OF LESSEE)


BY: /s/ E. Leo Bebeau
    ------------------------------------
    (SIGNATURE)

NAME: E. Leo Bebeau
      ---------------------------------

TITLE: President and CEO
       --------------------------------

DATE OF EXECUTION BY LESSEE: July 3, 2002
                             ------------

                                      -22-
<PAGE>

                                    EXHIBIT D

                              RULES AND REGULATIONS

1.   SIGN  DISPLAY.  Lessor  will  provide at Lessor's  expense  signage for the
Premises.  Such signage will be  coordinated  throughout the park for uniformity
and attractiveness. No sign, tag, label, picture, advertisement, or notice shall
be displayed, distributed,  inscribed, painted, or affixed by Lessee on any part
of the outside or inside of the  Building or of the  Premises  without the prior
written consent of Lessor.

2.   DRIVES  AND  PARKING  AREAS.  All  parking  shall be  within  the  property
boundaries  and within  marked  parking  spaces.  There  should be no  on-street
parking  and at no time  shall any lessee  obstruct  drives  and  loading  areas
intended  for the use of all lessees.  The drives and parking  areas are for the
joint and nonexclusive use of Lessor's lessees, and their agents, customers, and
invitees, unless specifically marked. In the event Lessee, its agents, customers
and/or invitees use a disproportionate portion of the parking, Lessor shall have
the right to restrict Lessee,  its agents,  customers and/or invitees to certain
parking areas. Lessee shall not permit any fleet trucks to park overnight in the
Building's parking areas.

3.   STORAGE  AND  LOADING  AREAS.  Unless  specifically  approved  by Lessor in
writing,  no materials,  supplies,  or equipment shall be stored anywhere except
inside the Premises.  Trash  receptacles  may not be placed in the service areas
except by Lessor.  If Lessor does not supply  trash  receptacles,  Lessee  shall
furnish  its own  receptacles,  and shall place such  receptacles  in a location
designated by Lessor.

4.   LOCKS.  No additional  locks,  other than Landlord  approved entry systems,
shall be placed on the doors of the  Premises  by Lessee nor shall any  existing
locks be changed unless Lessor is  immediately  furnished with two keys thereto.
Lessor will,  without charge,  furnish Lessee with two keys for each lock on the
entrance doors when Lessee assumes  possession,  with the understanding  that at
the  termination  or  expiration  of the term of the  Lease  the  keys  shall be
returned.

5.   CONTRACTORS  AND SERVICE  MAINTENANCE.  Lessee will refer all  contractors,
contractor's   representatives,   and  installation  technicians  rendering  any
construction or installation services on or to the Premises for Lessee to Lessor
for its  approval  and  supervision  before  performance  of any  service.  This
provision  shall  apply to all  construction  work  performed  in the  Building,
including,   but  not  limited  to,   installation  of  electrical  devices  and
attachments and installations of any nature affecting floors,  walls,  woodwork,
trim,  windows,  ceilings,  equipment,  or any  other  physical  portion  of the
Building.

6.   LODGING.  No Lessee  shall at any time  occupy any part of the  Building as
sleeping or lodging quarters.

7.   REGULATIONS  OF  OPERATION  AND USE.  Lessee shall not place,  install,  or
operate  on the  Premises  or in any  part of  Building,  any  engine,  stove or
machinery, or conduct mechanical operations or cook thereon or therein, or place
or use in or about the Premises any explosives,  gasoline, kerosene, oil, acids,
caustics,  or any other flammable,  explosive or hazardous  material without the
prior written  consent of Lessor.  The  foregoing  shall not prohibit the use of
microwave ovens.

8.   WINDOW  COVERINGS.  Windows facing the Building exterior shall at all times
be wholly  clear and  uncovered  (except  for such  blinds or  curtains or other
window coverings Lessor may provide or approve) so that a full unobstructed view
of the interior of the Premises may be had from outside the Building.

9.   MODIFICATIONS. Lessor shall have the right from time to time to modify, add
to or  delete  any  of  these  Rules  and  Regulations  at  Lessor's  reasonable
discretion,  provided that any changes are uniformly applied to all lessees, and
do not  materially  interfere  with the  conduct  of  Lessee's  business  at the
Premises.

                                      -23-
<PAGE>

                                    EXHIBIT E

                              SPECIAL STIPULATIONS

                              INTENTIONALLY OMITTED

                                      -24-
<PAGE>