<PAGE>   1

                                                                    EXHIBIT 10.4

                                 LEASE AGREEMENT

                          600 NORTH WINDS CENTER WEST,
                               ALPHARETTA, GEORGIA

                                 BY AND BETWEEN

                             NORTHWINDS CENTER, L.P.
                          A GEORGIA LIMITED PARTNERSHIP
                                  ("LANDLORD")

                                       AND

                            GWINNETT BANKING COMPANY
                          A GEORGIA BANKING CORPORATION
                                   ("TENANT")

                                  JULY 26, 2000


<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                         PAGE
                                                                         ----

<S>                                                                      <C>
Article 1 BASIC LEASE INFORMATION AND CERTAIN DEFINITIONS..................1

Article 2 DEMISE; COMMON AREAS.............................................3

Article 3 RENT.............................................................3

Article 4 OPERATING COSTS AND TAXES........................................4

Article 5 SERVICES.........................................................5

Article 6 ASSIGNMENT AND SUBLETTING........................................8

Article 7 REPAIRS, MAINTENANCE.............................................8

Article 8 ALTERATIONS......................................................9

Article 9 USE AND COMPLIANCE WITH LAWS....................................10

Article 10 DEFAULT AND REMEDIES...........................................12

Article 11 INSURANCE......................................................15

Article 12 DAMAGE BY FIRE OR OTHER CASUALLY...............................17

Article 13 CONDEMNATION...................................................19

Article 14 WAIVER AND INDEMNIFICATION.....................................20

Article 15 SUBORDINATION; ESTOPPEL CERTIFICATES...........................20

Article 16 SURRENDER OF THE PREMISES......................................22

Article 17 BROKERAGE......................................................23

Article 18 NOTICES........................................................24

Article 19 BANKRUPTCY.....................................................24

Article 20 MISCELLANEOUS..................................................26
</TABLE>


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<PAGE>   3

                                    EXHIBITS

         The following Exhibits are attached hereto and by this reference made a
part of this Lease:

<TABLE>
<S>                 <C>    <C>
EXHIBIT "A"         --     FLOOR PLAN OF THE PREMISES

EXHIBIT "B"         --     LEASEHOLD IMPROVEMENTS

EXHIBIT "C"         --     ADDITIONAL TERMS AND PROVISIONS

EXHIBIT "D"         --     RULES AND REGULATIONS

EXHIBIT "E"         --     DEFINITIONS

EXHIBIT "F"         --     JANITORIAL SPECIFICATIONS

EXHIBIT "G"         --     FORM OF SUBORDINATION, NON-DISTURBANCE AND
                           ATTORNMENT AGREEMENT

EXHIBIT "H"         --     FORM OF TENANT ESTOPPEL
</TABLE>


                                      -ii-
<PAGE>   4

                                 LEASE AGREEMENT

         THIS LEASE AGREEMENT (this "Lease") is made and entered into as of the
26th day of July, 2000, by and between NORTHWINDS CENTER, L.P., a Georgia
limited partnership ("Landlord"), and GWINNETT BANKING COMPANY, a Georgia
banking corporation ("Tenant"), upon all the terms set forth in this Lease and
in all exhibits hereto, to each and all of which terms Landlord and Tenant
hereby mutually agree, and in consideration of One Dollar ($1.00) and other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and of the rents, agreements and benefits flowing between the
parties hereto, as follows:

                                    ARTICLE 1
                 BASIC LEASE INFORMATION AND CERTAIN DEFINITIONS

         Section 1.1       Each of the terms capitalized and defined in this
Section shall have the indicated meaning.

A.       Premises:                  Approximately 5,070 rentable square feet
                                    (tile "Premises RSF") on the first floor of
                                    the Building, as approximately depicted on
                                    the floor plan attached hereto as Exhibit
                                    "A".

B.        Building:                 The building known as 600 NorthWinds Center
                                    West, 11675 Rainwater Drive, Alpharetta,
                                    Georgia 30004, containing approximately
                                    148,058 rentable square feet (the "Building
                                    RSF").

C.        Commencement Date:        Subject to adjustment as provided in Exhibit
                                    "B"., the Commencement Date shall be the
                                    date on which the Leasehold Improvements are
                                    Substantially Complete (as defined ill
                                    Exhibit "B").

D.        Term; Extension Term:     The initial Term shall be the five (5) year
                                    period commencing on the Commencement Date
                                    and shall expire at midnight on the day on
                                    which such period expires, subject to
                                    earlier termination as herein provided (the
                                    "Initial Term"). Tenant may extend such
                                    Initial Term for two (2) extension terms of
                                    five (5) years, subject to and as set forth
                                    in Article 28 of this Lease. Unless the
                                    "Initial Term" is specified, the word "Term"
                                    as used in this Lease shall mean the Initial
                                    Term and any extension term exercised by
                                    Tenant.

E.        Tenant's Share:           Approximately three and forty-two hundredths
                                    percent (3.42%), representing the ratio that
                                    the Premises RSF bears to the Building RSF,
                                    subject to adjustment pursuant to the terms
                                    and


<PAGE>   5

                                    provisions of this Lease.

F.       Base Rent                  The initial Base Rent per square foot of
                                    Premises RSF will be Twenty-Two and No/100
                                    Dollars ($22.00). The Base Rent shall be
                                    increased at the expiration of each twelve
                                    (12) month period of the Term by three
                                    percent (3%) of the Net Base Rent applicable
                                    during the then expiring twelve (12) month
                                    period. For purposes hereof, the phrase "Net
                                    Base Rent" means the then applicable Base
                                    Rent less Tenant's Share of the Base Year
                                    Operating Costs and Base Year Taxes.

G.       Base Year Operating        The Base Year Operating Costs and Base Year
         Costs and Base Year        Taxes shall be the greater of the (i)
         Taxes:                     annualized Operating Costs and Taxes,
                                    respectively, for the calendar year 2001
                                    (the "Base Year"), subject to adjustment
                                    pursuant to Section 4.2 of this Lease, or
                                    (ii) in the aggregate, an amount equal to
                                    the product of Six and No/100 Dollars
                                    ($6.00) per rentable square foot multiplied
                                    by the Building RSF.

H.       Permitted Use:             Tenant may use the Premises only for general
                                    office purposes for the conduct of Tenant's
                                    business, subject to the terms and
                                    provisions of this Lease.

I.       Security Deposit:          No security deposit initially required, as
                                    set forth in Section 20.12 hereof.

J.       Tenant Improvement         Twenty and No/100 Dollars ($20.00) per
         Allowance:                 square foot of the Premises RSF, as set
                                    forth in Exhibit "B".

K.       Broker(s):                 Tenant's Broker: Richard Bowers & Co.
                                    Landlord's Broker: Pope & Land Enterprises,
                                    Inc.

<TABLE>
<S>      <C>                        <C>                                      <C>
L.       Landlord's Address for     Northwinds Center, L.P.                  WITH A COPY TO:
         Notice:                    Cumberland Center IV                     Kilpatrick Stockton LLP
                                    3225 Cumberland Boulevard, Suite 400     1100 Peachtree Street, Suite 2800
                                    Atlanta, Georgia 30339-5939              Atlanta Georgia 30309
                                    Attention: Adams D. Little III           Attention: Tim Carssow
</TABLE>

M.       Landlord's Address for     Northwinds Center, L.P.
         Payment:                   Cumberland Center IV
                                    3225 Cumberland Blvd., Suite 400
                                    Atlanta, Georgia 30339-5939
                                    Attention: Accounting Dept.


                                      -2-
<PAGE>   6

N.       Tenant's Address for       Gwinnett Banking Company
         Notice:                    165 Nash Street
                                    Lawrenceville, Georgia 30045
                                    Attention: John Hopkins

                                    ARTICLE 2
                              DEMISE; COMMON AREAS

         Subject to the terms hereof, Landlord hereby leases the Premises to
Tenant, and Tenant hereby rents and hires the Premises from Landlord, for the
Term. During the Term and subject to the terms and provisions of this Lease,
Tenant shall have the non-exclusive right to use the Common Areas. "Common
Areas" shall mean all areas and spaces made available by Landlord from time to
time for the common and non-exclusive use of Landlord, Tenant, other tenants and
occupants of tile Building, or of the Project, and others designated by
Landlord, including, without limitation, loading docks and loading areas. Tenant
agrees and acknowledges that the Premises does not include, and Landlord hereby
expressly reserves for its sole and exclusive use, any and all areas, spaces,
facilities and equipment serving the Building (whether or not located within the
Building) to which Tenant and other occupants of the Building will not have
access (the "Service Areas"), including, but not limited to: janitor closets and
mechanical, telephone, electrical and similar rooms; air and water refrigeration
equipment; elevator, pipe and other vertical shafts and ducts and flues;
stairwells; and any area above the acoustical ceiling. Notwithstanding anything
to the contrary contained herein, Landlord shall have the unrestricted right to
make changes to or to reconfigure all portions of the Project, including,
without limitation, the Common Areas and Service Areas, in Landlord's reasonable
discretion, and Landlord shall have the right to close, from time to time, the
Common Areas and other portions of the Project for such temporary periods as
Landlord deems legally sufficient to evidence Landlord's ownership and control
thereof and to prevent any claim of adverse possession by, or any implied or
actual dedication to, the public or any party other than Landlord.

                                    ARTICLE 3
                                      RENT

         Tenant shall pay to Landlord: (a) the Base Rent in equal monthly
installments, in advance, on the first day of each calendar month during the
Term; and (b) the Additional Rent, at thc respective times required hereunder.
One monthly installment of Base Rent shall be paid in advance on the date of
Tenant's execution of this Lease and applied to the first monthly installment of
Base Rent coming due under this Lease. Payment of Base Rent for any partial
month shall be prorated for such month. Tenant shall pay the Rent all in
accordance with the terms and provisions of this Lease without notice, demand,
offset or deduction and in lawful money of the United States at Landlord's
Address for Payment, or at such other place as Landlord shall designate in
writing from time to time. Tenant's covenant to pay Rent is independent of any
other covenant, condition, provision or agreement of this Lease. All past due
installments of Rent shall be subject to a late charge of five percent (5%) of
the past due amounts and shall additionally bear interest at the Interest Rate
accruing from the due date until paid. The


                                      -3-
<PAGE>   7

late charge is intended to reimburse Landlord for administrative costs incurred
by Landlord as a result of Tenant's late payment, and is not a penalty. On the
first annual anniversary of the Commencement Date, and on each and every annual
anniversary of the Commencement Date thereafter during the Term, the Base Rent
shall be increased as specified in Section 1.1(F).

                                    ARTICLE 4
                            OPERATING COSTS AND TAXES

         Section 4.1       Tenant shall pay to Landlord Tenant's Share of Excess
Operating Costs and Excess Taxes for each calendar year or fractional calendar
year during the Term in accordance with the terms and provisions of this
Article 4.

                  (a)      Prior to the first business day (or as soon
         thereafter as is practicable) of each calendar year after tile Base
         Year, Landlord shall give Tenant a statement setting forth Landlord's
         estimate of Excess Operating Costs and Excess Taxes for such calendar
         year and Tenant's Share hereof. With respect to the first calendar year
         after the Base Year, (i) if such statement is given prior to January 1
         of such year, then on January 1 and on the first day of each month
         during such calendar year Tenant shall pay to Landlord the Monthly
         Installment of Excess Operating Costs and Excess Taxes for such
         calendar year, or (ii) if such statement is given on or after January 1
         of such year, then within ten (10) days after such statement is given
         Tenant shall pay to Landlord the product of the amount of the Monthly
         Installment of Excess Operating Costs and Excess Taxes for such
         calendar year multiplied by the number of months during such calendar
         year occurring prior to the date of such payment (including the month
         during which such payment is made) and thereafter Tenant shall pay to
         Landlord, on the first day of each month during the remainder of such
         calendar year, the Monthly Installment of Excess Operating Costs and
         Excess Taxes for such calendar year. With respect to the second and
         subsequent calendar years after the Base Year, (i) if such statement is
         given prior to January I of such year, then on January I and on the
         first day of each month during such calendar year Tenant shall pay to
         Landlord the Monthly Installment of Excess Operating Costs and Excess
         Taxes for such calendar year, or (ii) if for any reason such statement
         is given on or after January 1 of such year, then until Tenant is given
         such statement Tenant shall continue to pay to Landlord, on January 1
         and on the first day of each month until the date on which such
         statement is given, tile Monthly Installment of Excess Operating Costs
         and Excess Taxes for the preceding calendar year, and (A) within ten
         (10) days after such statement is given Tenant shall pay to Landlord
         any underpayment by Tenant, or, in tile event of an overpayment by
         Tenant, such overpayment shall be applied as a credit against the next
         installment(s) of Rent payable under this Lease, and (B) thereafter
         Tenant shall pay to Landlord, on tile first day of each month during
         the remainder of the calendar year to which such statement relates, the
         Monthly Installment of Excess Operating Costs and Excess Taxes for such
         calendar year. For purposes of clause (ii)(A) of the preceding
         sentence, ally underpayment or overpayment shall be determined based on
         the amount of Monthly Installments of Excess Operating Costs and Excess
         Taxes paid by Tenant for such calendar year prior to the date on which
         such statement is given relative to the amount of Monthly Installments
         of Excess Operating Costs and Excess


                                      -4-
<PAGE>   8

         Taxes that would have been payable by Tenant prior to the date on which
         such statement is given if such statement had been given prior to
         January I of such calendar year. Landlord may, from time to time during
         any calendar year after the Base Year, notify Tenant in writing of any
         change in Landlord's estimate of Excess Operating Costs or Excess
         Taxes, or both of them, for the remainder of such calendar year, in
         which event the Monthly Installment of Excess Operating Costs and
         Excess Taxes payable for each of the remaining months of such calendar
         year shall be adjusted to reflect such change.

                  (b)      On approximately the first day of April of the second
         year after the Base Year and each subsequent year during the Term (or
         as soon thereafter as is practicable), Landlord shall give Tenant a
         statement of the actual Excess Operating Costs and Excess Taxes
         incurred or paid for the preceding calendar year and of Tenant's Share
         thereof. Within thirty (30) days after such statement is given, Tenant
         shall pay to Landlord the amount by which Tenant's Share of Excess
         Operating Costs and Excess Taxes for such preceding calendar year, as
         shown on Landlord's statement, exceeds the aggregate of the amount paid
         by Tenant therefor, or, in the event of any overpayment by Tenant, such
         overpayment by Tenant shall be applied as a credit against the next
         installment(s) of Rent payable under this Lease.

         Section 4.2       If the Building is not fully occupied (meaning
ninety-five percent (95%) of the Building RSF) during any full or fractional
calendar year of the Term (including, without limitation, the Base Year), the
actual Operating Costs and Taxes for such calendar year shall be adjusted to the
amount that, in the reasonable estimation of Landlord, would have been incurred
or paid if the Building had been fully occupied for such calendar year.

         Section 4.3       If at any time during the Term taxes, assessments,
excises, levies, or other fees or charges of any kind or nature whatsoever by
any public authority are levied, imposed, assessed, charged, confirmed, or
imposed on the rents received from the Project, then the same shall be paid when
due by Tenant to the extent attributable to the Rent payable hereunder by Tenant
or reserved herein. Tenant shall pay when due any taxes, assessments, excises,
levies, and other fees and charges of any kind or nature whatsoever by any
public authority that are now or hereafter levied, imposed, assessed, charged,
confirmed, or imposed on or against (i) the personal property in the Premises,
or (ii) the leasehold improvements in the Premises (but only if and to the
extent similar leasehold improvements in the premises of other tenants in the
Building are also separately taxed or assessed).

                                    ARTICLE 5
                                    SERVICES

         Section 5.1       Provided Tenant has not abandoned the Premises and
there exists no event of default on behalf of Tenant, Landlord agrees to furnish
or cause to be furnished to the Premises, the following services, subject to all
other provisions of this Lease:

                  (a)      Elevator Service; Access. Except during periods of
         repair or reconditioning or emergencies, Landlord shall use reasonable
         efforts to provide automatic


                                      -5-
<PAGE>   9

         elevator facilities (if applicable) during Business Hours (as
         hereinafter defined) and have at least one (I) elevator available for
         use at all other times to provide Tenant within twenty-four hour access
         to the Premises seven days per week during the Term. Tenant may use the
         freight elevator of the Building subject to reasonable advance written
         notice to Landlord for scheduling such use and to the requirements of
         other uses of such elevator. In the event Landlord installs a card or
         keypad access system for entry into the Building or any floor thereof
         on which any portion of the Premises is located, Landlord shall furnish
         to Tenant a reasonable number of access cards or a security code, as
         the case may be, without charge; provided, however, Landlord may charge
         a reasonable deposit for any such access cards furnished to Tenant.

                  (b)      Heat and Air Conditioning. Landlord shall cause to be
         furnished seasonable air conditioning and heating from 7:00 a.m. to
         6:00 p.m., Monday through Friday, and 8:00 a.m. to 1:00 p.m., Saturday
         (in all events excluding Holidays), at such temperatures and in such
         amounts as is customary in buildings of comparable size, quality and in
         the general vicinity of the Building, with such adjustments as Landlord
         reasonably deems necessary for the comfortable occupancy of the
         Premises, subject to any governmental requirements, ordinances, rules,
         regulations, guidelines or standards relating to, among other things,
         energy conservation. Tenant may request air conditioning and heating
         for all or any portion of the Premises during Holidays or during hours
         other than the aforesaid hours by written notice given to Landlord on
         or before such reasonable advance notice deadline as may be established
         by Landlord from time to time, which notice shall specify the hours,
         and, in the event the Premises is composed of more than one air
         conditioning and heating zone, the zone or zones, for which such air
         conditioning and heating is requested. The charge for such air
         conditioning and heating during Holidays or during hours other than the
         aforesaid hours shall initially be Thirty-five and No/100 Dollars
         ($35.00) per hour, or portion of all hour, per floor, or portion of a
         floor (which charge is subject to change at Landlord's reasonable
         discretion), and, in the event Tenant and another tenant request such
         air conditioning and heating for the same time period and for the same
         floor, such charge shall be prorated (based on the relative rentable
         square footage of each such tenant's premises within the common floor)
         between Tenant and such other tenants.

                  (c)      Electricity. Landlord shall cause to be furnished to
         the Premises electric current for Building standard light levels
         produced by Building standard fluorescent lighting fixtures installed
         or approved by Landlord and for the operation of small office machines
         and equipment having low electrical consumption; provided, however,
         Tenant shall be solely responsible for the costs of electrical
         consumption in excess of (i) 3.5 watts for each usable square foot of
         the Premises for Building standard lighting, (ii) 1.5 watts for each
         such usable square foot for incidental uses of usual and normal
         standard office machines and equipment, or (iii) 2.0 watts for each
         such usable square foot for additional capacity (which costs, if any,
         are herein called "Excess Consumption Costs"). Without in any way
         limiting Tenant's responsibility for Excess Consumption Costs. Landlord
         reserves the right to prohibit installation within the Premises of
         machines and equipment that would result in the electrical consumption
         of the Premises being in excess


                                      -6-
<PAGE>   10

         of said wattages. Without tile express written consent of Landlord,
         Tenant shall not use electric current in excess of tire capacity of the
         feeders or lines to the Building or the risers or wiring installation
         of the Building or the Premises. Landlord may determine Excess
         Consumption Costs by a survey performed by a reputable consultant or by
         an additional separate meter in the Premises, the cost of such survey
         or meter to be borne by Tenant.

                  (d)      Water. Landlord shall cause to be furnished water for
         drinking, cleaning and lavatory purposes only.

                  (e)      Janitorial Services. Landlord shall provide
         janitorial services to tire Premises in a manner comparable to that
         provided in other office buildings of similar size, quality and in the
         general vicinity of the Building and substantially in accordance with
         the specifications attached hereto as Exhibit "F", provided the
         Premises are used exclusively as offices and further provided Tenant
         complies with Article 7 hereof.

                  (f)      Security Monitoring. Landlord shall arrange for
         Building security to be monitored by personnel at a desk to be located
         on the ground floor of the Building in a manner and at times
         substantially comparable to that provided in other office buildings of
         similar size, quality and location as the Building, as determined by
         Landlord in its reasonable discretion. Tenant acknowledges, however,
         that such security monitoring personnel will not be a "security guard"
         and in no event whatsoever shall Landlord have any liability whatsoever
         for any lack of security in the Building, tile parking areas or other
         portions of tire Project or for the admission to the Building, or the
         refusal to admit to the Building, of any person.

                  (g)      Lamp Replacement. Landlord shall upon request
         replace, on an as-needed basis, Building-standard fluorescent tubes in
         Building-standard fluorescent lighting fixtures provided by Landlord
         pursuant to Exhibit "B" to this Lease and installed in the ceiling of
         the Premises, the cost of which shall be an Operating Cost. Tenant
         shall, at its cost and expense, replace, on an as-needed basis, all
         other tubes or bulbs or similar devices in lighting fixtures installed
         in Premises.

         Section 5.2       The services, including without limitation utilities,
shall be furnished, at Landlord's election, by Landlord or by another supplier
selected by Landlord from time to time and shall be subject to the rules and
regulations of the supplier of such service and any applicable rules and
regulations of any municipal or other governmental authority. No interruption or
stoppage from any cause of the services referred to in this Article 5 or any
other services furnished to the Premises or the Building, including, without
limitation, utilities, shall make Landlord liable in any respect for damages to
any person, property or business, or be construed as an eviction of Tenant, or
entitle Tenant to any abatement of Rent or other relief from any of Tenant's
obligations under this Lease.


                                      -7-
<PAGE>   11

                                    ARTICLE 6
                            ASSIGNMENT AND SUBLETTING

         Tenant shall not assign, mortgage, pledge, encumber or otherwise
transfer this Lease or any portion thereof, or the interest of Tenant under this
Lease, or sublease the Premises, or any portion thereof, by operation of law or
otherwise, or permit any person or entity other than Tenant to occupy or use the
Premises, or any portion thereof, without the prior written consent of Landlord
which consent may not be unreasonably withheld or delayed; provided, however,
Tenant may assign or transfer its interest in this Lease or sublet the Premises,
or any portion thereof, to a Permitted Assignee (as hereinafter defined) without
obtaining Landlord's consent, so long as Tenant gives Landlord prior written
notice thereof. For purposes hereof, a "Permitted Assignee" means any person or
entity that controls Tenant, is controlled by Tenant, or is under common control
with Tenant ("control" meaning ownership of greater than fifty percent (50%) of
the equity interest ill the controlled person or entity). No acceptance by
Landlord of any Rent or any other sum of money from any assignee, subtenant or
other transferee shall be deemed to constitute Landlord's consent to any
assignment, sublease, mortgage, pledge, encumbrance or other transfer. Tenant
acknowledges and agrees that any consent by Landlord pursuant to this Article 6
shall not be deemed to be a consent to any subsequent assignment, sublease,
mortgage, pledge, encumbrance or any other agreement or other action to which
Landlord's consent is required, whether or not such consent by Landlord shall
expressly limit the application thereof to the consent then being given. In no
event whatsoever shall (x) Tenant sublet, assign or otherwise endeavor to
transfer any interest of Tenant in this Lease to any other tenant of space in
the Building, (y) Tenant sublet, or list, advertise or otherwise publicize in
any way the availability of, all or any part of the Premises at a rental rate
which is less than the rate for which Landlord is then offering any other space
in the Building or any other improvements of which the Building and Premises
form a part, or (z) any advertisement or other publication for subletting or
assignment state the name (as distinguished from the address) of the Building or
of the office park in which the Building is located. Any attempted assignment,
mortgage, pledge, encumbrance or other transfer or sublease by Tenant in
violation of the terms and provisions of this Article 6 shall be void and shall
constitute a material breach of this Lease. In no event shall any assignment,
subletting, mortgage, pledge, encumbrance or other transfer, whether or not with
Landlord's consent, relieve the transferring Tenant of its primary liability
under this Lease for the entire Term, and such Tenant shall in no way be
released from the full and complete performance of all the terms hereof.
Landlord shall be entitled to one-half of all rental payable to the transferring
Tenant pursuant to any assignment, subletting or other transfer in excess of the
Rent hereunder.

                                    ARTICLE 7
                              REPAIRS, MAINTENANCE

         Section 7.1       Tenant shall, at Tenant's sole cost and expense, (i)
maintain and keep the interior of the Premises (including, but not limited to,
all fixtures, walls, ceilings, floors, doors, windows and equipment which are a
part of the Premises) in good repair and condition, (ii) repair or replace any
damage or injury done to the Building or any other part of the Project caused by
Tenant, Tenant's agents, employees, licensees, invitees or visitors or resulting
from a


                                      -8-
<PAGE>   12

breach of its obligations under this Section 7.1 or Section 7.2 and (iii)
indemnify and hold Landlord harmless from any and all costs, expenses (including
reasonable attorneys' fees), claims and causes of action arising from or
incurred by and/or asserted in connection with such maintenance, repairs,
replacements, damage or injury or Tenant's breach of its obligations under this
Section 7.1 or Section 7.2. Tenant shall continue to pay Rent, without
abatement, during any period that repairs or replacements are performed or
required to be performed by Tenant. In the event Tenant fails, in the reasonable
judgment of Landlord, to maintain the Premises in good order, condition and
repair, ordinary wear and tear excepted, or otherwise satisfy its repair and
replacement obligations, Landlord shall have the right to perform such
maintenance, repairs and replacements at Tenant's expense. Tenant shall pay to
Landlord on demand any such cost or expense incurred by Landlord, together with
interest thereon at the Interest Rate from the date of demand until paid.

         Section 7.2       All maintenance, repairs or replacements made by
Tenant pursuant to Section 7.1 shall be performed in a good and workmanlike
manner by contractors or other repair personnel satisfactory to Landlord. In no
event shall Tenant or its contractors or repair personnel do any work or permit
any work to be done affecting (i) the structural components of the Building, or
(ii) Building Systems. In no event shall such work be done for Landlord's
account or in a manner which allows any liens to be filed against the Project,
or any portion thereof. To the extent any maintenance, repairs or replacements
involve the making of alterations, Tenant shall comply with the provisions of
Article 8.

                                    ARTICLE 8
                                   ALTERATIONS

         Section 8.1       Tenant shall not make any alterations to the Premises
without first obtaining Landlord's written consent thereto, which consent shall
not be unreasonably withheld or delayed; provided, however, that in the event
any such proposed alteration would, in the reasonable judgment of Landlord,
affect any structural components of the Building or any of the Building Systems,
Landlord may withhold its consent to any such alteration in its sole discretion.
Without in any way limiting Landlord's consent rights, Landlord may withhold its
consent to any alteration until (a) Landlord is satisfied that the contractor
proposed by Tenant to make such alterations, and the insurance coverage to be
provided by Contractor in connection with the work, are reasonably acceptable to
Landlord, (b) Landlord approves final and complete plans and specifications for
the work and (c) the appropriate governmental agency has approved the plans and
specifications for such work. Upon Tenant's receipt of written consent from
Landlord and any required consent of any mortgagee or lessor of Landlord and any
such governmental agency, and upon Tenant's payment to Landlord of any fees
charged by any mortgagee or lessor of Landlord for such review and consent,
Tenant shall have the right to proceed with the construction of all approved
alterations, but only so long as such alterations are made by a contractor
reasonably acceptable to Landlord in strict compliance with plans and
specifications to which Landlord has consented and with the provisions of this
Article 8. All alterations shall be made at Tenant's sole cost and expense.
Tenant shall keep the Project, the Building and the Premises and Landlord's
interest therein free from any liens arising from any work performed,


                                      -9-
<PAGE>   13

materials furnished, or obligations incurred by, or on behalf of, Tenant. Notice
is hereby given that neither Landlord nor any mortgagee or lessor of Landlord
shall be liable for any labor or materials furnished to Tenant except as
furnished to Tenant by Landlord pursuant to this Lease. Within ten (10) business
days after Tenant learns of the filing of any lien, Tenant shall notify Landlord
of such lien and shall either discharge and cancel such lien of record or post a
bond sufficient under the laws of the State of Georgia to cause the lien to be
canceled of record. If Tenant fails to so discharge or bond over such lien
within twenty (20) days after the earlier of Tenant becoming aware of such lien
or written demand from Landlord, Landlord shall have the right, at Landlord's
option, to pay the full amount of such lien without inquiry into the validity
thereof, and Landlord shall be promptly reimbursed by Tenant, as Additional
Rent, for all amounts so paid by Landlord, including expenses, interest, and
attorneys' fees.

         Section 8.2       All construction, alterations and repair work done by
or for Tenant shall: (a) be performed in such a manner as to maintain harmonious
labor relations; (b) not adversely affect any structural component of the
Building or any of the Building Systems or the safety of the Project, the
Building or the Premises; (c) comply with all building, safety, fire, plumbing,
electrical, and other codes and governmental and insurance requirements,
including, without limitation, ADA requirements; (d) not result in any usage in
excess of building standard water, electricity, gas, or other utilities or
heating, ventilating or air-conditioning (either during or after such work)
unless prior written arrangements satisfactory to Landlord are made with respect
thereto; (e) be completed promptly and in a good and workmanlike manner; and (f)
not disturb Landlord or other tenants in the Building. After completion of any
alterations to the Premises, Tenant will deliver to Landlord a copy of "as
built" plans and specifications depicting and describing such alterations.

         Section 8.3       Landlord hereby reserves the right and at all times
shall have the right to repair, change, redecorate, alter, improve, modify,
renovate, enclose or make additions to ally part of the Project (including,
without limitation, Common Areas and structural elements and load bearing
elements within the Premises) and to enclose and/or change the arrangement
and/or location of driveways or parking areas or landscaping or other Common
Areas all without being held guilty of an actual or constructive eviction of
Tenant or breach of the implied warranty of suitability or of any term of this
Lease and without an abatement of Rent.

                                    ARTICLE 9
                          USE AND COMPLIANCE WITH LAWS

         Section 9.1       The Premises shall be used only for the Permitted
Use, as restricted by the Restricted Uses, and for no other purposes whatsoever.
Tenant shall be responsible for determining whether such use is in lawful and
shall use and maintain the Premises in a clean, careful, safe, lawful and proper
manner and shall not allow within the Premises, any offensive noise, odor,
conduct or private or public nuisance or permit Tenant's employees, agents,
licensees or invitees to create a public or private nuisance or act in a
disorderly manner within the Building or in the Project.


                                      -10-
<PAGE>   14

         Section 9.2       Tenant shall, at Tenant's sole expense: (a) comply
with all laws, orders, ordinances, and regulations of federal, state, county,
and municipal authorities having jurisdiction over the Premises, including,
without limitation, the ADA and the making of any alterations to the Premises
required thereby; (b) comply with any directive, order or citation made pursuant
to law by any public officer requiring abatement of any nuisance caused by the
activities of Tenant or which imposes upon Landlord or Tenant any duty .or
obligation arising from conditions which have been created by or at the request
or insistence of Tenant, or required by reason of a breach of any of Tenant's
obligations hereunder or by or through other fault of Tenant; (e) comply with
all customary insurance requirements applicable to the Premises; (d) comply with
the provisions of any covenants, conditions or restrictions applicable to the
Land or the Building; and (e) indemnify and hold Landlord harmless from any
loss, cost or claim or expenses which Landlord incurs or suffers by reason of
Tenant's failure to comply with its obligations under clauses (a), (b), (c) or
(d), above. If Tenant receives notice of any such directive, order citation or
of any violation of any law, order, ordinance, regulation, insurance
requirement, or any covenant, condition or restriction, Tenant shall promptly
notify Landlord in writing of such alleged violation and furnish Landlord with a
copy of such notice. Any alterations required to be made hereunder shall be made
in accordance with Article 8 of this Lease.

         Section 9.3       Tenant shall not use or permit the use of the
Premises or any portion of the Project for the storage, treatment, use,
production or disposal of any Hazardous Materials, other than those which might
be incidental to and commonly used iii general executive administrative offices
and which are stored or used in accordance with all applicable laws, rules and
regulations. Tenant does hereby indemnify and hold Landlord harmless from and
against any and all claims and damages, including, without limitation, any
damage to any property or injury to or death of any person, arising as a result
of Tenant's violation of the foregoing provision. Tenant's indemnity shall
include the obligation to reimburse Landlord for any and all costs and expenses
(including reasonable attorneys' fees) incurred by Landlord, its agents or
employees as a result of Tenant's violation. Except as may be disclosed in that
certain Phase I Environmental Assessment and Asbestos Survey dated on or about
March 2, 1995 (Project No. 950239-01-05), that certain Phase II Environmental
Assessment dated on or about March 14, 1995 (Project No. 950239-01-05), that
certain Phase I Environmental Assessment Update dated May 28, 1998 (Project No.
980655-01) and that certain Phase II Environmental Assessment dated July 7, 1998
(Project No. 980655-02), each prepared by United Consulting Group with respect
to the area referenced therein, which area includes the Land, Landlord does not
have any actual, present knowledge that any Hazardous Material is located on the
Land in violation of applicable law, as presently existing, interpreted and
enforced. Tenant hereby acknowledges receipt of a copy of each of the aforesaid
environmental reports, or executive summaries thereof prepared by United
Consulting Group. Landlord does not represent or warrant to Tenant that the
findings disclosed in any such reports or summaries are correct.


                                      -11-
<PAGE>   15

                                   ARTICLE 10
                              DEFAULT AND REMEDIES

         Section 10.1      The occurrence of any of the events described below
shall constitute a default by Tenant under this Lease.

                  (a)      Failure to Pay Rent. The failure by Tenant to make
         payment of Rent to Landlord when due; provided, however, that the first
         two (2) such failures during any twelve (12) month period shall not
         constitute a default by Tenant so long as Tenant makes such payment
         within five (5) days after written notice to Tenant, it being
         acknowledged and agreed that any subsequent failure during such twelve
         (12) month period to make payment of Rent when due shall immediately
         constitute a default by Tenant without notice or an opportunity to
         cure.

                  (b)      Failure to Perform. Except for a failure covered by
         Section 10.1(a), any failure by Tenant to perform any provision of this
         Lease to be performed by Tenant where such failure continues for thirty
         (30) days after written notice to Tenant.

                  (c)      Bankruptcy, Insolvency, Etc. If Tenant or any
         Guarantor, (i) cannot meet its obligations as they become due, (ii)
         becomes or is declared insolvent according to any law, (iii) makes a
         transfer in fraud of creditors according to any applicable law, (iv)
         assigns or conveys all or a substantial portion of its property for the
         benefit of creditors or (v) files a petition for relief under the
         Federal Bankruptcy Code or any other present or future federal or state
         insolvency, bankruptcy or similar law (collectively, "applicable
         bankruptcy law"); a receiver or trustee is appointed for Tenant or
         Guarantor or its property, the interest of Tenant or Guarantor under
         this Lease is levied on under execution or under other legal process;
         any involuntary petition is filed against Tenant or Guarantor under
         applicable bankruptcy law, or any action is taken to reorganize or
         modify Tenant's or Guarantor's capital structure if either Tenant or
         Guarantor be a corporation or other entity (provided that no such levy,
         execution, legal process or petition filed against Tenant or Guarantor
         shall constitute a breach of this Lease if Tenant or Guarantor shall
         vigorously contest the same by appropriate proceedings and shall remove
         or vacate the same within ninety (90) days from the date of its
         creation, service or filing).

                  (d)      Dissolution or Liquidation. If Tenant is a
         corporation or partnership, Tenant dissolves or liquidates or otherwise
         fails to maintain its corporate or partnership structure, as
         applicable.

                  (e)      Unpermitted Assignment or Sublease. If Tenant makes
         or attempts to make an unpermitted assignment of this Lease or sublease
         of all or any portion of the Premises.

         Section 10.2      Upon the occurrence of any default by Tenant
specified in Section 10.1 hereof or other default of Tenant, Landlord, at its
option, may in addition to all other rights and


                                      -12-
<PAGE>   16

remedies provided herein or at law or in equity, exercise one or more of the
remedies set forth below:

                  (a)      Termination. Landlord may terminate this Lease with
         respect to, at Landlord's option, all or any portion of the Premises by
         written notice to Tenant, in which event Tenant shall immediately
         surrender the Premises or the applicable portion thereof to Landlord,
         and if Tenant fails to do so, Landlord may without prejudice to any
         other remedy which it may have for possession or arrearages in Rent,
         enter upon and take possession of the Premises and expel or remove
         Tenant and any other person who may be occupying said Premises or any
         part thereof, without being liable for prosecution or any claim of
         damages therefor. Upon any such termination, Tenant shall be and remain
         liable for all obligations of Tenant arising or accruing under this
         Lease prior to the time of termination and, in addition thereto, for
         the amounts provided for in Section 10.2(d) hereof.

                  (b)      Terminate Possession. Landlord may terminate Tenant's
         right of possession with respect to, at Landlord's option, all or any
         portion of the Premises (without terminating this Lease), by written
         notice to Tenant specifying the date of termination in such notice,
         and, on or after such date, enter upon and take possession of the
         Premises or the applicable portion thereof and expel or remove Tenant
         and any other person who may be occupying said Premises or any part
         thereof, by entry, dispossessory suit or otherwise, without thereby
         releasing Tenant from any liability hereunder, without terminating this
         Lease, and without being liable for prosecution of any claim of damages
         therefor, and, if Landlord so elects, make such alterations,
         redecorations and repairs as, in Landlord's reasonable judgment, may be
         necessary to relet the Premises, and Landlord may, but shall be under
         no obligation to do so, relet the Premises or any portion thereof in
         Landlord's or Tenant's name, but for the account of Tenant, for such
         term or terms (which may be for a term extending beyond the Lease term
         under this Lease) and at such rental or rentals and upon such other
         terms and conditions as Landlord in its sole discretion may deem
         advisable, with or without advertisement, or by private negotiations,
         and receive the rent therefor. Upon each such reletting, all rentals
         and other sums received by Landlord from such reletting shall be
         applied, first, to the payment of any indebtedness other than Rent due
         hereunder from Tenant to Landlord, second, to the payment of any costs
         and expenses incurred by Landlord in connection with any such
         reletting, including reasonable attorneys' fees (collectively,
         "Reletting Costs"); third, to the payment of Rent and other charges due
         and unpaid hereunder; and the residue, if any, shall be held by
         Landlord and applied in payment of future Rent as the same may become
         due and payable hereunder. If such rentals and other sums received from
         such reletting during any month are less than the amount of Rent to be
         paid during that month by Tenant hereunder, Tenant shall pay such
         deficiency to Landlord. Such deficiency shall be calculated and paid
         monthly. If such rentals and the sums received from such reletting
         during any month shall be more than the amount of Rent to be paid
         during that month by Tenant hereunder, Tenant shall have no right to,
         and shall receive no credit for, the excess. No such reentry or taking
         of possession of the Premises by Landlord (whether through entry,
         dispossessory suit or otherwise) shall be construed as an election on


                                      -13-
<PAGE>   17

         Landlord's part to terminate this Lease unless a written notice of such
         termination be given to Tenant. Notwithstanding any such reletting
         without termination, Landlord may at any time elect by written notice
         to Tenant to terminate this Lease for such previous event of default.

                  (c)      Entry. Landlord may enter upon the Premises, without
         being liable for prosecution or any claim of damages therefor, and do
         whatever Tenant is obligated to do under the terms of this Lease, and
         Tenant agrees to reimburse Landlord on demand for any expenses
         including, without limitation, reasonable attorneys' fees, which
         Landlord may actually incur in thus effecting compliance with Tenant's
         obligations under this Lease and Tenant further agrees that Landlord
         shall not be liable for any damages from such action.

                  (d)      Acceleration. If this Lease is terminated by Landlord
         with respect to, at Landlord's option, all or any portion of the
         Premises as a result of the occurrence of an event of default, Landlord
         may declare to be due and payable immediately the excess of (a) the
         entire amount of Rent and other charges and assessments which in
         Landlord's reasonable determination would become due and payable during
         the remainder of the Lease term with respect to the applicable portion
         of the Premises (determined as though the Lease has not been
         terminated) discounted to present value by using a discount factor of
         five percent (5%) over (b) the then fair market rental value of the
         applicable portion of the Premises for the remainder of the Lease term
         discounted to present value by using a discount factor of five percent
         (5%) per annum. Upon the acceleration of such amounts, Tenant agrees to
         pay the same at once, in addition to Landlord's reasonable estimate of
         Reletting Costs, at Landlord's address as provided herein. If Landlord
         exercises its rights under this Section 10.2(d), Landlord and Tenant
         agree that the payment of the aforesaid accelerated amount and
         Reletting Costs shall not constitute a penalty or forfeiture but shall
         constitute liquidated damages for Tenant's failure to comply with the
         terms and provisions of this Lease (Landlord and Tenant agreeing that
         Landlord's actual damages in such event are impossible to ascertain and
         that the amount set forth above is a reasonable estimate thereof).

                  (e)      Self-Help. Landlord may, at its option, without
         waiving or releasing Tenant from obligations of Tenant, make any such
         payment or perform any such other act on behalf of Tenant. All sums so
         paid by Landlord, or incurred by Landlord in effecting such performance
         or other act, and all necessary incidental costs, together with
         interest thereon at the Interest Rate, from the date of such payment by
         Landlord, shall be payable to Landlord on demand. Tenant covenants to
         timely pay any such sums.

                  (f)      Cumulative Remedies. Each and every right or remedy
         herein conferred upon or reserved to Landlord shall be cumulative and
         in addition to any other right or remedy given hereunder or now or
         hereafter existing at law or in equity or by statute.


                                      -14-
<PAGE>   18

                                   ARTICLE 11
                                    INSURANCE

         Section 11.1      Tenant covenants and agrees that from and after the
date of delivery of the Premises from Landlord to Tenant, Tenant will carry and
maintain, at its sole cost and expense, the following insurance:

                  (a)      Public Liability Insurance. General Comprehensive
         Public Liability Insurance covering the Premises and Tenant's use
         thereof against claims for personal or bodily injury or death or
         property damage occurring upon in or about the Premises (including
         contractual, indemnity and liability coverage to cover Tenant's
         indemnities set forth herein), such insurance to insure both Tenant
         and, as additional named insureds, Landlord and its subsidiaries,
         directors, agents and employees and the property manager, and to afford
         protection to the limit of not less than $3,000,000.00 combined single
         limit or such higher limits as Landlord may require from time to time
         during the Term, on an occurrence basis, in respect to injury or death
         to any number of persons and broad form property damage arising out or
         any one occurrence, operations hazard, owner's protective coverage,
         contractual liability, with a cross liability clause and a severability
         of interests clause to cover Tenant's indemnities set forth herein,
         with a deductible acceptable to Landlord. This insurance coverage shall
         extend to any liability of Tenant arising out of the indemnities
         provided for in tiffs Lease.

                  (b)      Property Insurance. Property insurance on all-risk
         extended coverage basis (including coverage against fire, wind,
         tornado, vandalism, malicious mischief, water damage and sprinkler
         leakage) covering the Leasehold Improvements and all other improvements
         and alterations in the Premises and all fixtures, equipment and
         personalty located in the Premises, in an amount not less than one
         hundred percent (100%) of full replacement cost thereof. Such policy
         will be written in the names of Tenant, Landlord and any other parties
         reasonably designated by Landlord from time to time, as their
         respective interests may appear. The property insurance may provide for
         a commercially reasonable deductible, not to exceed $10,000.00.

                  (c)      Workers Compensation Insurance. Worker's compensation
         insurance insuring against and satisfying Tenant's obligations and
         liabilities under the worker's compensation laws of the State of
         Georgia.

                  (d)      Employers Liability Insurance. Employer's liability
         insurance in an amount not less than $ 1,000,000.00.

                  (e)      Builder's Risk Insurance. In the event Tenant
         performs any repairs or alterations in the Premises, Tenant will carry
         and maintain Builder's Risk insurance on an "All Risk" basis (including
         collapse) on a completed value (non-reporting) form for full
         replacement value covering all work incorporated in the Building and
         all materials and equipment in or about the Premises.


                                      -15-
<PAGE>   19

                  (f)      Other Insurance. Any other form or forms of insurance
         or any changes or endorsements to the insurance required herein as
         Landlord, or any mortgagee or lessor of Landlord may reasonably require
         from time to time in form or in amount.

         Section 11.2      All such insurance will be issued and underwritten by
companies reasonably acceptable to Landlord and will contain endorsements that
(a) such insurance may not lapse with respect to Landlord or property manager or
be canceled or amended with respect to Landlord or property manager without the
insurance company giving Landlord and property manager at least thirty (30) days
prior written notice of such lapse, cancellation or amendment, (b) Tenant will
be solely responsible for payment of premiums, (c) Tenant's insurance is primary
in the event of overlapping coverage which may be carried by Landlord. Tenant
shall deliver to Landlord duly executed originals of the certificates of such
insurance evidencing in-force coverage on or before the Commencement Date.
Further, Tenant shall deliver to Landlord renewals thereof at least thirty (30)
days prior to the expiration of the respective policy terms.

         Section 11.3      Tenant shall not knowingly conduct or permit to be
conducted in the Premises any activity, or place any equipment in or about the
Premises or the Building, which will invalidate the insurance coverage in effect
or increase the rate of casualty insurance or other insurance on the Premises or
the Building, and Tenant shall comply with all customary requirements and
regulations of Landlord's casualty and liability insurer. If any invalidation of
coverage or increase in the rate of casualty insurance or other insurance occurs
or is threatened by any insurance company due to any act or omission by Tenant,
or its agents, employees, representatives, or contractors, such statement or
threat shall be conclusive evidence that the increase in such rate is due to the
act of Tenant or the contents or equipment in or about the Premises, and, as a
result thereof, Tenant shall be liable for such increase and such amount shall
be considered Additional Rent payable with the next monthly installment of Base
Rent due under this Lease. In no event shall Tenant introduce or permit to be
kept on the Premises or brought into the Building any dangerous, noxious,
radioactive or explosive substance.

         Section 11.4      Landlord covenants and agrees that during the Term,
Landlord will carry and maintain the following insurance, the cost of which
shall be included in Operating Costs and Taxes:

                  (a)      Public Liability Insurance. General Comprehensive
         Public Liability Insurance covering the Common Areas against claims for
         personal or bodily injury or death or property damage occurring upon,
         in or about the Common Areas (including contractual, indemnity and
         liability coverage to cover Landlord's indemnities set forth herein),
         such insurance to afford protection to the limit of not less than
         $3,000,000 combined single limit or such higher limits as Landlord may
         elect, at its option, to carry from time to time, on an occurrence
         basis, ill respect to injury or death to any number of persons and
         broad form property damage arising out of any one (1) occurrence,
         operations hazard, owner's protective coverage, contractual liability,
         with a cross liability clause and a severability of interests clause to
         cover Landlord's indemnities set forth herein, with a commercially
         reasonable deductible. This insurance coverage shall extend to any
         liability of Landlord arising out of the indemnities provided for in
         this Lease.


                                      -16-
<PAGE>   20

                  (b)      Property Insurance. Property insurance on all-risk
         extended coverage basis (including coverage against fire, wind,
         tornado, vandalism, malicious mischief, water damage and sprinkler
         leakage) covering the Building in an amount not less than ninety
         percent (90%) of full replacement cost thereof, subject to a
         commercially reasonable deductible.

                  (c)      Other Insurance. Such other insurance as Landlord may
         elect, at its option, to carry and maintain from time to time.

         Section 11.5      Landlord and Tenant each hereby waive any right of
subrogation and right of recovery or cause of action for injury or loss to the
extent that such injury or loss is covered by fire, extended coverage, "All
Risk" or similar policies covering real property or personal property required
to be obtained and maintained hereunder (or which would have been covered if the
party claiming such right of subrogation or recovery or cause of action had
carried the insurance required by this Lease) or covered by any other insurance
maintained by the waiving party. Written notice of the terms of the above mutual
waivers shall be given to the insurance carriers of Landlord and Tenant and the
parties' insurance policies shall be properly endorsed, if necessary, to prevent
the invalidation of said policies by reason of such waivers.

                                   ARTICLE 12
                        DAMAGE BY FIRE OR OTHER CASUALLY

         Section 12.1      If the Building or any portion thereof is damaged or
destroyed by any casualty, to the extent that, in Landlord's reasonable
judgment, (a) repair of such damage or destruction would not be economically
feasible, or (b) the damage or destruction to the Building cannot be repaired
within one hundred eighty (180) days after the date of such damage or
destruction, or (c) if the proceeds from the insurance remaining after any
required payment to any mortgagee or lessor of Landlord are insufficient to
repair such damage or destruction, Landlord shall have the right, at Landlord's
option, to terminate this Lease by giving Tenant notice of such termination,
within sixty (60) days after the date of such damage or destruction. In the
event that all or substantially all of the Premises is damaged or destroyed by
any casualty and such damage or destruction cannot, with reasonable efforts, be
restored within one hundred eighty (180) days after the date of such casualty in
order to avoid such damage or destruction causing all or a substantial portion
of the Premises to be unusable by Tenant for the uses permitted hereunder in
which Tenant was engaged at the Premises immediately prior to such casualty, and
Tenant or Landlord, as the case may be, shows such fact to the other party to a
degree of certainty reasonably acceptable to such other party, either Landlord
or Tenant may terminate this Lease by delivering written notice thereof to the
other within ten (10) business days after the date of the damage or destruction.

         Section 12.2      If the Premises or any portion thereof is damaged or
destroyed by any casualty against which Tenant is required to be insured
hereunder, and if, in Landlord's reasonable opinion, the Premises cannot be
rebuilt or made fit for Tenant's purposes within one hundred eighty (180) days
after the date of such damage or destruction, or if the proceeds from the
insurance Landlord or Tenant is required to maintain hereunder (or the amount of
proceeds


                                      -17-
<PAGE>   21

which would be available if the nonterminating party were carrying the insurance
required of such party hereunder) are insufficient to repair such damage or
destruction, then either Landlord or Tenant shall have the right, at the option
of either party, to terminate this Lease by giving the other written notice
within sixty (60) days after such damage or destruction.

         Section 12.3      In the event of partial destruction or damage to the
Building or the Premises which is not subject to Section 12.1 or Section 12.2
hereof, or which is subject to Section 12.1 or Section 12.2 but the applicable
party (or parties) does not elect to terminate the Lease, which partial
destruction or damage renders the Premises partially but not wholly
untenantable, this Lease shall not terminate and Rent shall be abated in
proportion to the area of the Premises which, in Landlord's reasonable opinion,
cannot be used or occupied by Tenant as a result of such casualty. Landlord
shall in such event, within a reasonable time after the date of such destruction
or damage, subject to force majeure or to delays caused by Tenant and to die
extent and availability of insurance proceeds, restore the Premises to
substantially the same condition as existed prior to such partial damage or
destruction, provided that, Tenant shall pay to Landlord Tenant's insurance
proceeds as required in Section 12.4. In no event shall Rent abate or shall any
termination occur if damage to or destruction of the Premises is the result of
the negligence or willful act of Tenant, or Tenant's agents, employees,
representatives, contractors, successors, assigns, licensees or invitees.

         Section 12.4      Landlord shall have no liability to Tenant for
inconvenience, loss of business, or annoyance arising from any repair of any
portion of the Premises or the Building under this Article. If Landlord is
required by this Lease or by any mortgagee or lessor of Landlord to repair or if
Landlord undertakes to repair, Tenant shall pay to Landlord that amount of
Tenant's insurance proceeds (or the amount which would have been received by
Tenant if Tenant was carrying the insurance required by this Lease) which
insures such damage that Landlord is obligated to repair as a contribution
towards such repair, and Landlord shall use reasonable efforts to have such
repairs made promptly and in a manner which will not unnecessarily interfere
with Tenant's occupancy. In the event that Tenant collects any insurance
proceeds (or would have the right to collect such proceeds if Tenant had been
carrying the insurance policies required by this Lease) on account of damage or
destruction to the Leasehold Improvements, and such Leasehold Improvements are
not restored or repaired, either in whole or in part, then Tenant shall pay to
Landlord all equitable portion of such insurance proceeds (or those that would
have been payable to Tenant had it been carrying the insurance policies required
by this Lease) based on the ratio between the amount that Tenant expended in
connection with such Leasehold Improvements and the amount contributed by
Landlord thereto pursuant to the other terms hereof. The terms of the foregoing
sentence shall survive the termination or expiration of the Term of this Lease.

         Section 12.5 In the event of termination of this Lease pursuant to
Section 12.1 or Section 12.2, then all Rent shall be apportioned and paid to the
date on which possession is relinquished or the date of such damage, whichever
last occurs, and Tenant shall immediately vacate the Premises according to such
notice of termination; provided, however, that those provisions of this Lease
which are designated to cover matters of termination and the period thereafter
shall survive the termination hereof.


                                      -18-
<PAGE>   22

                                   ARTICLE 13
                                  CONDEMNATION

         Section 13.1      In the event the whole or substantially the whole of
the Building or the Premises are taken or condemned by eminent domain or by any
conveyance in lieu thereof (such taking, condemnation or conveyance in lieu
thereof being hereinafter referred to as "condemnation"), the Term shall cease
and this Lease shall terminate on the earlier of the date the condemning
authority takes possession or the date title vests in the condemning authority.
In the event that all or substantially all of the Premises is temporarily taken
by eminent domain and such taking causes all or a substantial portion of the
Premises to be unusable by Tenant for a period of one hundred eighty (180)
consecutive days for the uses permitted hereunder in which Tenant was engaged at
the Premises immediately prior to such temporary taking, and Tenant or Landlord,
as the case may be, shows such fact to the other party to a degree of certainty
reasonably acceptable to such other party, either Landlord or Tenant may
terminate this Lease by delivering written notice thereof to tile other within
ten (10) business days after the taking, condemnation or sale in lieu thereof.

         Section 13.2      In the event any portion of the Building shall be
taken by condemnation (whether or not such taking includes any portion of the
Premises), which taking, in Landlord's reasonable and good faith judgment, is
such that the Building cannot be restored in all economically feasible manner
for use substantially as originally designed, then Landlord shall have the
right, at Landlord's option, to terminate this Lease, effective as of the date
specified by Landlord in a written notice of termination from Landlord to
Tenant.

         Section 13.3      In the event that a portion, but less than
substantially the whole, of the Premises shall be taken by condemnation, then
this Lease shall be terminated as of the date of such condemnation as to the
portion of the Premises so taken, and unless Landlord exercises its option to
terminate this Lease pursuant to Section 13.2, this Lease shall remain in full
force and effect as to the remainder of the Premises.

         Section 13.4      In the event of termination of this Lease pursuant to
the provisions of Section 13.1or Section 13.2, the Rent shall be apportioned as
of such date of termination; provided, however, that those provisions of this
Lease which are designated to cover matters of termination and the period
thereafter shall survive the termination hereof.

         Section 13.5      All compensation awarded or paid upon a condemnation
of any portion of the Project shall belong to and be the property of Landlord
without participation by Tenant. Nothing herein shall be construed, however, to
preclude Tenant from prosecuting any claim directly against the condemning
authority for loss of business, loss of good will, moving expenses, damage to,
and cost of removal of, trade fixtures, furniture and other personal property
belonging to Tenant; provided, however, that Tenant shall make no claim which
shall diminish or adversely affect any award claimed or received by Landlord.

         Section 13.6      If any portion of the Project other than the Building
is taken by condemnation or if the temporary use or occupancy of all or ally
part of the Premises shall be taken by condemnation doting the Term, this Lease
shall be and remain unaffected by such


                                      -19-
<PAGE>   23

condemnation, and Tenant shall continue to pay in full the Rent payable
hereunder. In the event of any such temporary taking for use or occupancy of all
or any part of the Premises, Tenant shall be entitled to appear, claim, prove
and receive the portion of the award for such taking that represents
compensation for use or occupancy of the Premises during the remainder of the
Term (provided that for purposes of determining such award, any Extension Term
shall be included in the "Term" only if Tenant has exercised its right thereto
prior to such temporary taking), and Landlord shall be entitled to appear,
claim, prove and receive the portion of the award that represents the cost of
restoration of the Premises and the use or occupancy of the Premises after the
end of the Term. In the event of any such condemnation of any portion of the
Project other than the Building, Landlord shall he entitled to appear, claim,
prove and receive all of that award.

                                   ARTICLE 14
                           WAIVER AND INDEMNIFICATION

         Tenant hereby waives all claims against Landlord for damage to any
property or injury to, or death of, any person in, upon, or about the Project,
including the Premises. Tenant shall and hereby agrees to, indemnify and hold
Landlord harmless from any loss or damage to any property or injury to, or death
of, any person that occurs in the Premises, except to the extent any such loss,
damage, injury or death is caused by the negligent act or willful misconduct of
Landlord. Without limiting the generality of the foregoing, the aforesaid waiver
shall apply to any injury to persons or property: (a) occurring in, upon, or
about the Project as a result of the condition or design of, or any defect in,
the Building or the Building Systems; and (b) caused by other tenants, occupants
or persons in the Building, the Project or the office park in which the Building
is located, and Tenant, for itself and its agents, employees, representatives,
contractors, successors, assigns, invitees and licensees, expressly assumes all
risks of injury or damage to person or property, whether proximate or remote,
that occurs within the Premises resulting from the condition of the Building or
the Building Systems. The provisions of this Article 14 shall survive the
expiration of the Term or the termination of this Lease.

                                   ARTICLE 15
                      SUBORDINATION; ESTOPPEL CERTIFICATES

         Section 15.1      This Lease and all rights of Tenant hereunder are
subject and subordinate to all underlying leases now or hereafter in existence,
and to any supplements, amendments, modifications, and extensions of such leases
heretofore or hereafter made and to any deeds to secure debt, mortgages, or
other security instruments which now or hereafter cover all or any portion of
the Project or any interest of Landlord therein, and to rely advances made on
the security thereof, and to any increases, renewals, modifications,
consolidations, replacements, and extensions of any of such mortgages. The terms
of this paragraph shall be self-operative, and no further instruments or
agreements of subordination shall be required to effect such subordination.
Notwithstanding the preceding sentence, if Landlord or any mortgagee or lessor
of all or any portion of the Project, or any prospective mortgagee or lessor,
requests such further instruments or agreements, Tenant shall, within ten (10)
days after written request therefor, execute and deliver to Landlord such
further instruments or agreements evidencing such subordination, with


                                      -20-
<PAGE>   24

the signature of Tenant witnessed and notarized for recording or otherwise and
the corporate or other seal of Tenant affixed thereto (if such witnessing,
notarization or seal is requested or is indicated on such instruments or
agreements), without modification thereto except for such modifications as may
have been previously approved by Landlord or by the requesting mortgagee or
lessor or prospective mortgagee or lessor.

         Section 15.2      Any mortgagee or lessor of all or any portion of tile
Project shall have the right at any time to subordinate any such mortgage or
underlying lease to this Lease, or to any of the provisions hereof, oil such
terms and subject to such conditions as such mortgagee or lessor of Landlord may
consider appropriate in its discretion. At airy time, before or after the
institution of any proceedings for the foreclosure of any such mortgage, or the
sale of the Building under any such mortgage, or the termination of any
underlying lease, Tenant shall, upon request of such mortgagee or any person or
entities succeeding to the interest of such mortgagee or the purchaser at any
foreclosure sale ("Successor Landlord"), automatically become the tenant of the
Successor Landlord, without change in the terms or other provisions of this
Lease.

         Section 15.3      Tenant shall, from time to time, within ten (10)
clays after request from Landlord, or from any mortgagee, lessor or buyer of all
or any portion of the Project, or any prospective mortgagee, lessor or buyer,
execute, acknowledge and deliver a tenant estoppel certificate iii such form as
may be provided by Landlord certifying, to the extent true, as to all or any
combination of the following: that this Lease is in full force and effect and
unmodified (or, if there have been modifications, that the same is in full force
and effect as modified and stating the modifications); the dates on which the
Commencement Date occurred and on which the Term is scheduled to expire pursuant
to the terms of this Lease; the number and length of any extension terms to
which Tenant may be entitled pursuant to the terms and provisions of this Lease;
tile Premises RSF and Tenant's Share; the date to which Rent has been paid, the
amount of the monthly installment of Base Rent to be paid by Tenant on the first
day of the calendar month after the date of the certificate, and that no Rent
under this Lease has been paid more than thirty (30) days in advance of its due
date; that Tenant has accepted possession of the Premises and that any
improvements required by the terms of this Lease to be made by Landlord have
been completed in accordance with the terms and provisions of this Lease; the
amount of any security deposit paid by Tenant; that Tenant, as of the date of
such certificate, has no charge, lien, or claim of offset under this Lease or
otherwise against Rent; that, to the knowledge of Tenant, Landlord is not then
in default under this Lease; and such other factual matters as may be reasonably
requested by Landlord or any mortgagee or lessor of Landlord. Any such
certificate may be relied upon by Landlord, ally Successor Landlord, or any
mortgagee or lessor of Landlord. Landlord agrees periodically to give, when
reasonably requested in writing by Tenant, certificates signed by Landlord
containing information similar to the foregoing information.

         Section 15.4      Tenant hereby appoints (which appointment is coupled
with an interest and shall be irrevocable so long as this Lease is in effect)
Landlord as its attorney-in-fact for the purpose of executing, sealing and
delivering, and with full power and authority to execute, seal and deliver, on
behalf of Tenant and in Tenant's name, a Subordination, Non-Disturbance and
Attornment Agreement in the form attached hereto and incorporated herein as
Exhibit "F" or a Tenant Estoppel Certificate in the form attached hereto and
incorporated herein as Exhibit "G",


                                      -21-
<PAGE>   25

or both, in the event (i) Landlord has not actually received, on or before the
expiration of the ten-day period set forth in Section 15.1 hereof, the further
instruments or agreements of subordination that may be from time to time
requested by Landlord or from any mortgagee, lessor or buyer of all or any
portion of the Project, or any prospective mortgagee, lessor or buyer, executed
by Tenant, and witnessed, notarized and sealed, in accordance with said Section,
or (ii) Landlord has not actually received, on or before the expiration of the
ten-day period set forth in Section 15.3 hereof, the tenant estoppel certificate
that may be from time to time requested by Landlord, or any mortgagee or lessor
of Landlord, or any prospective mortgagee, lessor or purchaser of the Premises,
executed by Tenant, and witnessed, notarized and sealed, in accordance with said
Section. In either or both such events, in addition to and without prejudice to
any other rights or remedies to which Landlord may be entitled as a result
thereof, Landlord shall be entitled to execute and deliver, on behalf of Tenant
and in Tenant's name, a Subordination, Non-Disturbance and Attornment Agreement
in such form, or a Tenant Estoppel Certificate in such form, or both, us the
case may be, and, at Landlord's option, to record same in the real property
records of the jurisdiction in which the Premises is located, together, with, at
Landlord's option, an affidavit or other instrument executed by Landlord with a
copy of this Article and other portions of this Lease attached thereto as
exhibits to the extent reasonably necessary, in Landlord's reasonable
discretion, to establish of record Landlord's right so to execute, deliver and
record such Subordination, Non-Disturbance and Attornment Agreement and Tenant
Estoppel Certificate.

                                   ARTICLE 16
                            SURRENDER OF THE PREMISES

         Section 16.1      Upon the expiration of the Term or earlier
termination of this Lease, or upon any re-entry of the Premises by Landlord
without terminating this Lease pursuant to the terms hereof, Tenant, at Tenant's
sole cost and expense, shall peacefully vacate and surrender the Premises to
Landlord in good order, broom clean and in the same condition as at the
beginning of the Term or as the Premises may thereafter have been improved by
Landlord or Tenant (provided that Tenant's improvements were made with
Landlord's consent without the condition that such improvements be removed upon
surrender), reasonable use and ordinary wear and tear thereof and repairs which
are Landlord's obligations under this Lease excepted, and also excepting loss by
fire and other casualty and loss or damage caused by the negligent act or
willful misconduct of Landlord, and Tenant shall remove all of Tenant's Property
and such other property as is contemplated by Section 16.2 hereof and turn over
all keys for the Premises to Landlord. Should Tenant continue to hold the
Premises after the expiration of the Term or earlier termination of this Lease,
such holding over, unless otherwise agreed to by Landlord in writing, shall
constitute and be construed as a tenancy at sufferance at monthly installments
of Base Rent equal to the greater of one hundred fifty percent (150%) of the
monthly portion of Base Rent in effect as of the date of such expiration or
earlier termination or one hundred fifty percent (150%) of the fair market
rental value of the Premises, and subject to all of the other terms, charges and
expenses set forth herein (including the payment of Tenant's Share of Excess
Operating Costs and Taxes) except any right to extend the term of this Lease and
any right with respect to other space (including, without limitation, any right
of first refusal, right of first offer


                                      -22-
<PAGE>   26

or similar right and any right to expand the Premises). Tenant shall also be
liable to Landlord for all damage which Landlord suffers because of any holding
over by Tenant, and Tenant shall indemnify Landlord against all claims made by
any other tenant or prospective tenant against Landlord resulting from delay by
Landlord in delivering possession of the Premises to such other tenant or
prospective tenant. The provisions of this Article 16 shall survive the
expiration of the Term or earlier termination of this Lease.

         Section 16.2      All Leasehold Improvements, alterations and other
physical additions made to or installed by or for Tenant in the Premises shall
be and remain Landlord's property (except for Tenant's furniture, personal
property, and movable trade fixtures) and shall not be removed without
Landlord's written consent. Tenant agrees to remove, at its sole cost and
expense, all of Tenant's furniture, personal property, and movable trade
fixtures, and, if directed to or permitted to do so by Landlord in writing, all,
or any part or, the Leasehold Improvements, alterations and other physical
additions made by or on behalf of Tenant to the Premises (including, without
limitation, all cabling and wiring for computer systems, telephones and the like
whether located above the finished ceiling or underneath the floor), on or
before the expiration of the Term or any earlier date of termination of this
Lease. Tenant shall repair, or promptly reimburse Landlord for the cost of
repairing all damage done to the Premises or the Building by such removal. Any
Leasehold Improvements, alterations or physical additions made by or on behalf
of Tenant which Landlord does not direct or permit Tenant to remove at any time
during or at the end of the Term shall become the property of Landlord at the
end of the Term without any payment to Tenant. If Tenant fails to remove any of
Tenant's furniture, personal property or movable trade fixtures by the
expiration of the Term or any sooner date of termination of the Lease or, if
Tenant fails to remove any Leasehold Improvements, alterations and other
physical additions made by or on behalf of Tenant to the Premises which Landlord
has in writing directed Tenant to remove (including without limitation, all
cabling and wiring for computer systems, telephones and the like whether located
above the finished ceiling or underneath the floor), Landlord shall have the
right, on the fifth (5th) business day after Landlord's delivery of written
notice to Tenant to deem such property abandoned by Tenant and to remove, store,
sell, discard or otherwise deal with or dispose of such abandoned property in a
commercially reasonable manner. Tenant shall be liable for all costs of such
removal, storage, sale, discarding or other dealing or disposition of Tenant's
abandoned property, and Landlord shall have no liability to Tenant in any
respect regarding such property of Tenant. The provisions of this Section 16.2
shall survive the expiration or any earlier termination of this Lease.

                                   ARTICLE 17
                                    BROKERAGE

         Tenant arid Landlord each represent and warrant to the other that it
has not entered into any agreement with, or otherwise had any dealings with, any
broker or agent in connection with the negotiation or execution of this Lease
which could form the basis of any claim by any such broker or agent for a
brokerage fee or commission, finder's fee, or any other compensation of any kind
or nature in connection herewith, other than with the Brokers and each party
shall, and


                                      -23-
<PAGE>   27

hereby agrees to, indemnify and hold the other harmless from all costs
(including court costs, investigation costs, and attorneys' fees), expenses, or
liability for commissions or other compensation claimed by any broker or agent
with respect to this Lease which arise out of any agreement or dealings, or
alleged agreement or dealings, between the indemnifying party and any such agent
or broker, other than with Brokers. This provision shall survive the expiration
or earlier termination of this Lease. Landlord shall pay a commission to
Landlord's Broker in accordance with a separate written agreement with
Landlord's Broker and shall pay a commission to Tenant's Broker in accordance
with the terms thereof or of a separate written agreement between Landlord and
Tenant's Broker. All brokers, including Brokers, shall be required to execute
and deliver lien waivers as a condition of payment. The parties hereto
acknowledge that Landlord's Broker is acting as agent for Landlord in this
transaction and that Tenant's Broker is acting as agent for Tenant in this
transaction.

                                   ARTICLE 18
                                     NOTICES

         All notices, consents, demands, requests, documents, or other
communications (other than payment of Rent) required or permitted hereunder
(collectively, "notices") shall be deemed given, whether actually received or
not, when dispatched for local hand delivery or one (1) Business Day after
deposited for delivery by air or next-day express courier (with signed receipts)
to tile other party, or on tile second Business Day after deposit in tile United
States mail, postage prepaid, certified, return receipt requested, except for
notice of change of address which shall be deemed given only upon actual
receipt. Notices may be given by facsimile, so long as a copy is provided
otherwise in accordance with the terms hereof. The time period for any action or
response to any notice shall begin upon actual receipt of such notice (with
receipt of a facsimile copy not constituting receipt for purposes of commencing
any such period), with rejection or other refusal, or inability to deliver,
being deemed receipt. The addresses of the parties for notices shall be the
addresses set forth in Article 1 hereof, or such other address subsequently
specified by each party in notices given pursuant to this Article 18. In the
event that Tenant specifies the Premises as its address for notices in
accordance with the preceding sentence, then notices delivered to the Premises
(and tacked thereto if Tenant is not in occupancy thereof at the time of
delivery), whether or not Tenant is in occupancy thereof, shall he deemed to
have been effectively given in accordance with the terms of this Lease.

                                   ARTICLE 19
                                   BANKRUPTCY

         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 State Bankruptcy Code relating to Bankruptcy, as amended (the
"Bankruptcy Code"), 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.


                                      -24-
<PAGE>   28

                  (a)      If the Trustee proposes to assume or to assign this
         Lease or sublet the Premises (or any portion thereof) to any person
         which shall have made a bona fide offer to accept an assignment of this
         Lease or a subletting on terms acceptable to the Trustee, the Trustee
         shall give Landlord, and lessors and mortgagees of Landlord of which
         Tenant has notice, written notice setting forth the name and address of
         such person 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
         then 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 bona fide offer made by such
         person, less any brokerage commissions which may be payable out of the
         consideration to be paid by such person for the assignment or
         subletting of this Lease. 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.

                  (b)      The Trustee shall have the right to assume Tenant's
         rights and obligations under this Lease only if the Trustee: (a)
         promptly cures or provides adequate assurance that the Trustee will
         promptly cure any default under the Lease; (b) 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 (c) provides adequate assurance
         of future performance under the Lease. Adequate assurance of future
         performance by the proposed assignee shall include, as a minimum, that:
         (i) the Trustee or any proposed assignee of the Lease shall deliver to
         Landlord a security deposit in an amount equal to at least three (3)
         months' Rent accruing under the Lease; (ii) any proposed assignee of
         the Lease shall provide to Landlord an audited financial statement,
         dated no earlier 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 to have a net worth equal to at least twelve (12)
         months' Rent accruing under the Lease, or, in the alternative, the
         proposed assignee shall provide a guarantor of such proposed assignee's
         obligations under the Lease, which guarantor shall provide all audited
         financial statement meeting the requirements of (ii) above and shall
         execute and deliver to Landlord a guaranty agreement in forth and
         substance acceptable to Landlord; and (iii) any proposed assignee 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 in the Premises. All payments 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.


                                      -25-
<PAGE>   29

                  (c)      The parties agree that for the purposes of the
         Bankruptcy Code relating to (a) the obligation of the Trustee to
         provide adequate assurance that the Trustee will "promptly" cure
         defaults and compensate Landlord 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 (b) the obligation of the Trustee
         to compensate or to provide adequate assurance that the Trustee will
         promptly compensate Landlord for "actual pecuniary loss," the term
         "actual pecuniary loss" shall mean, iii addition to any other
         provisions contained herein relating to Landlord's damages upon
         default, payments of Rent, including interest at the Interest Rate on
         all unpaid Rent, all attorneys' fees and all related costs of Landlord
         incurred in connection with any default of Tenant in connection with
         Tenant' s bankruptcy proceedings.

                                   ARTICLE 20
                                  MISCELLANEOUS

         Section 20.1      Professional Fees. In any action or proceeding
brought by either party against the other under this Lease, the prevailing party
shall be entitled to recover from the other party its reasonable professional
fees for attorneys, appraisers and accountants, its investigation costs, and
ally other legal expenses and court costs actually incurred by the prevailing
party in such action or proceeding.

         Section 20.2      Severability, Headings. Every agreement contained in
this Lease is, and shall be construed as, a separate and independent agreement.
If any term of this Lease or the application thereof to any person or
circumstances shall be invalid or unenforceable, the remaining agreements
contained in this Lease shall not be affected. The article headings contained in
this Lease are for convenience only and shall not enlarge or limit the scope or
meaning of the various and several articles hereof. Words in the singular number
shall be held to include the plural, unless the context otherwise requires.

         Section 20.3      Non-Merger. There shall be no merger of this Lease
with any ground leasehold interest or the fee estate in the Project or any part
thereof by reason of the fact that the same person may acquire or hold, directly
or indirectly, this Lease or any interest in this Lease as well as any ground
leasehold interest or fee estate.

         Section 20.4      Landlord's Liability. Anything contained in this
Lease to the contrary notwithstanding, Tenant agrees that Tenant shall look
solely to the estate and property of Landlord in the Building (and the actual
rents received by Landlord from the Building from and after the date of any
money judgment against Landlord) for the collection of any judgment or other
judicial process requiring the payment of money by Landlord. In no event shall
either Landlord or any partners, shareholders, or other principals of Landlord,
or any officers or employees of Landlord be personally responsible or liable for
the payment of any such judgment or process, and, subject to the preceding
sentence, the assets of any such party or person shall not be subject to levy,
execution or other judicial process for the satisfaction thereof. The term
"Landlord", as used in this Lease, so far as covenants or obligations on the
part of Landlord are


                                      -26-
<PAGE>   30

concerned, shall be limited to mean and include only the owner or owners, at the
time in question, of the fee title to, or a lessee's interest in a ground lease
of, the Land or the Building. In the event of any assignment, conveyance or
other transfer of any such title or interest (each of which may be effected
without Tenant's consent), Landlord herein named (and in case of any subsequent
transfers or conveyances, the then grantor) shall be automatically freed and
relieved from and after the date of such transfer, assignment or conveyance of
all liability as respects the performance of any covenants or obligations on the
part of Landlord contained in this Lease thereafter to be performed.

         Section 20.5      Force Majeure. Whenever a period of time is herein
prescribed for action to be taken by Landlord or Tenant, Landlord or Tenant
shall not be liable or responsible for, and there shall be excluded from the
computation for any such period of time, any delays due to force majeure, which
term shall include strikes, riots, acts of God, shortages of labor or materials,
war, governmental approvals, laws, regulations, or restrictions, or ally other
cause of any kind whatsoever which is beyond the reasonable control of Landlord
or Tenant, as the case may be. Force Majeure shall not excuse or delay Tenant's
obligation to pay Rent or any other amount due under this Lease.

         Section 20.6      Successors and Assigns. All agreements and covenants
herein contained shall be binding upon the respective heirs, personal
representatives, successors and assigns of the parties hereto. If there be more
than one Tenant, the obligations hereunder imposed upon Tenant shall be joint
and several. If there is a guarantor of Tenant's obligations hereunder, Tenant's
obligations shall be joint and several obligations of Tenant and such guarantor,
and Landlord need not first proceed against Tenant hereunder before proceeding
against such guarantor, and any such guarantor shall not be released from its
guarantee for any reason, including any amendment of this Lease, ally
forbearance by Landlord or waiver of any of Landlord's rights, the failure to
give Tenant or such guarantor any notices, or the release of any party liable
for the payment or performance of Tenant's obligations hereunder.
Notwithstanding the foregoing, nothing contained in this Section 20.6 shall be
deemed to override Article 6.

         Section 20.7      Tenant's Authority. If Tenant signs as a corporation,
execution hereof shall constitute a representation and warranty by Tenant that
Tenant is a duly organized and existing corporation, that Tenant has been and is
qualified to do business in the State of Georgia and in good standing with the
State of Georgia, that the corporation has full right and authority to enter
into this Lease, and that all persons signing on behalf of the corporation were
authorized to do so by appropriate corporate action. If Tenant signs as a
partnership, trust, or other legal entity, execution hereof shall constitute a
representation and warranty by Tenant that Tenant has complied with all
applicable laws, rules, and governmental regulations relative to Tenant's right
to do business in the State of Georgia, that such entity has the full right and
authority to enter into this Lease, and that all persons signing on behalf of
Tenant were authorized to do so by ally and all necessary or appropriate
partnership, trust, or other legal entity.

         Section 20.8      Governing Law. This Lease shall be governed by and
construed under the laws of the State of Georgia.


                                      -27-
<PAGE>   31

         Section 20.9      Time of Essence. Time is of the essence of this
Lease.

         Section 20.10     Relationship. This Lease shall only create the
relationship of landlord and tenant between Landlord and Tenant. No estate shall
pass out of Landlord, and Tenant shall have only an usufruct, not subject to
levy and sale and not assignable in whole or in part by Tenant (except as
expressly provided herein).

         Section 20.11     Landlord's Right to Inspect. Landlord shall retain
duplicate keys to all doors of the Premises. Tenant shall provide Landlord with
new keys should Tenant receive Landlord's consent to change the locks. Landlord
shall have the right to enter the Premises at reasonable hours and upon
reasonable prior notice (or, in the event of an emergency or at any time that an
event of default on the part of Tenant is outstanding, at any hour and without
notice) for any reasonable purpose, including, without limitation, the following
purposes: (a) to exhibit the same to present or prospective mortgagees, lessors
or purchasers during the Term and to prospective tenants during the last year of
the Term; (b) to inspect the Premises; (c) to confirm that Tenant is complying
with all of Tenant's covenants and obligations under this Lease; (d) to clean or
make repairs required of Landlord under the terms of this Lease; (e) to make
repairs to areas adjoining the Premises; and (f) to repair and service utility
lines or other components of the Building. Landlord shall not be liable to
Tenant for the exercise of Landlord's rights under this Section 20.11 and Tenant
hereby waives any claims for damages for any injury, inconvenience or
interference with Tenant's business, any loss of occupancy or quiet enjoyment of
tire Premises, and any other loss occasioned thereby.

         Section 20.12     Security Deposit. Landlord shall not initially
require a security deposit from Tenant, and Tenant acknowledges that Tenant has
not paid any security deposit to Landlord under this Lease. In the event of any
default by Tenant under this Lease that is not cured within the applicable cure
period, if any, then, upon expiration of the cure period, if any, with respect
to such default, Tenant shall immediately pay to Landlord, in cash, an amount
equal to one month's installment of Base Rent then payable hereunder as and for
a security deposit for the full and faithful performance by Tenant of each and
every term, covenant and condition of this Lease. Tenant shall not be entitled
to any interest on the security deposit. It is expressly understood and agreed
that any such deposit will not be deemed to be an advance rental deposit or a
measure of Landlord's damages in case of Tenant's default. Actions by Landlord
against Tenant for breach of this Lease shall in no way be limited or restricted
by the amount of the security deposit and neither the payment of such security
deposit to Landlord nor Landlord's election to resort to such deposit in the
event of a default hereunder shall be deemed a waiver of any other rights, or
constitute an election of remedies, by Landlord. Upon the occurrence of any
event of default by Tenant, Landlord shall have the right, without prejudice to
any other remedy, to use the security deposit, or portions thereof, to the
extent necessary to pay any arrearages in Rent, and any other damage, injury or
expense. Following any such application of all or any portion of the security
deposit, Tenant shall pay to Landlord, on demand, the amount so applied in order
to restore the security deposit to its original amount. If Tenant is not in
default at the expiration of the Term or the termination of this Lease, any
remaining balance of the security deposit not so used by Landlord shall be
returned to Tenant, provided that Tenant timely surrenders the Premises without
damage and otherwise in accordance with Article 16 hereof. If Landlord transfers
an


                                      -28-
<PAGE>   32

interest in the Premises during the Term, Landlord may assign the security
deposit to the transferee, and, in such event, Landlord shall thereafter have no
further liability to Tenant for the security deposit.

         Section 20.13     Observance of Rules and Regulations. Subject to the
other terms hereof, Tenant and Tenant's servants employees, agents, visitors,
and licensees shall observe faithfully and comply strictly with all Rules and
Regulations (herein so called) attached to this Lease as EXHIBIT "D", as such
Rules and Regulations may be changed from time to time. Landlord shall at all
times have the right to make reasonable changes in and additions to such Rules
and Regulations, provided Landlord gives Tenant prior notice of such changes and
provided that such new rules and regulations or changes in existing rules and
regulations do not materially adversely limit the rights of Tenant set forth in
the Lease.

         Section 20.14     Parking. The parking area available to tenants of the
Building shall contain not less than that number of spaces required to comply
with applicable zoning ordinances (which presently require 4.0 parking spaces
for each 1,000 square feet of space in the Building), and Landlord shall
designate at least twenty (20) parking spaces in the vicinity of the entrance to
the Building as "visitor" parking, which "visitor" parking shall be on a
non-exclusive, first-come, first-served basis. Parking in the parking area by
Tenant and its employees, invitees, licensees, representatives and agents shall
be in accordance with, and subject to, reasonable parking regulations that may
be established from time to time by Landlord. In the event the number of parking
spaces used by Tenant exceeds Tenant's Share of the parking spaces located in
the parking area, Landlord may give written notice thereof to Tenant, and Tenant
shall promptly thereafter cause a reduction in the number of vehicles parked in
the parking area that are attributable to Tenant, its employees, customers,
agents, invitees and visitors such that the number of vehicles does not exceed
such number of parking spaces. Landlord, at its option, may elect to require
that the vehicles of Tenant arid its employees display a permit or other means
of identification to be issued by Landlord, and in such event, Tenant shall
cause such vehicles to display such permit while parked in the parking area.
Landlord reserves the right to designate certain portions of the parking area on
a reserved, exclusive basis, including, without limitation, for handicapped
parking, car pools, visitors, brokers, motorcycles, couriers and loading.

         Section 20.15     Quiet Enjoyment. Landlord covenants arid agrees that,
so long as Tenant is not in default hereunder, Landlord shall not interfere with
Tenant's quiet and peaceful possession of the Premises.

         Section 20.16     Intentionally Omitted.

         Section 20.17     Exhibits; Entire Agreement; Amendments. Each of the
exhibits attached hereto, and each of the terms and provisions set forth
therein, are hereby incorporated herein, and shall be deemed to a part of this
Lease as if fully set forth herein. This Lease and the exhibits attached hereto
set forth the entire agreement between the parties and cancel all prior
negotiations, arrangements, brochures, agreements, and understandings, if any,
between Landlord and Tenant regarding the subject matter o(pound) this Lease, it
being acknowledged that this Lease is a full and final integration of the
agreement of the parties hereto. Neither Landlord nor Landlord's


                                      -29-
<PAGE>   33

agents or brokers have made any representations or promises with respect to the
Premises, the Building, the parking facilities, the Laud, or any other portions
of the Project except as herein expressly set forth and all reliance with
respect to any representations or promises is based solely on those contained
herein. No rights, easements, or licenses are acquired by Tenant under this
Lease by implication or otherwise except as, and unless, expressly set forth in
this Lease. No amendment or modification of this Lease shall be binding or valid
unless expressed in writing and executed by both parties hereto.


                                      -30-
<PAGE>   34

         IN WITNESS WHEREOF, Landlord and Tenant have set their hands and seals
hereunto and have caused this Lease to be executed by duly authorized officials
thereof, as of the day and year set forth on the cover page hereof.

                                           LANDLORD:

                                           NORTHWINDS CENTER, L.P., a Georgia
                                           limited partnership

                                           By: P & L Pool Six, L.L.C., its
                                               general partner

                                           By: Pope & Land Enterprises, Inc.,
                                               its manager


                                           By: /s/ Adams D. Little III
                                               Name: Adams D. Little III
Date Executed by Landlord:                     Title: Senior Vice President


-----------------------------

                                           TENANT:

                                           GWINNETT BANKING COMPANY, a Georgia
                                           banking corporation


                                           By: /s/ John T. Hopkins
                                               Name: John T. Hopkins
Date Executed by Landlord:                     Title: EVP/CFO

                                                     [CORPORATE SEAL]
-----------------------------


                                      -31-
<PAGE>   35

                                   EXHIBIT "A"

                           FLOOR PLAN OF THE PREMISES

                            (See attached Floor Plan)


                                      A-1
<PAGE>   36

                                   EXHIBIT "B"

                             LEASEHOLD IMPROVEMENTS

         PARAGRAPH 1.      DESIGN; CONSTRUCTION.

         1.01     If such space plan has not been approved prior to the date of
this Lease, then promptly after the date of this Lease, Tenant shall consult
with Bob Smith & E.A. Myers (the "LEASEHOLD IMPROVEMENTS ARCHITECT"), which
architect is hereby approved by Tenant, and, working with said architect,
develop a space plan for the initial tenant improvements desired by Tenant and
deliver same to Landlord on or before September 1, 2000, for Landlord's approval
in accordance with the provisions of PARAGRAPH 3 of this EXHIBIT "B".

         1.02     If the space plan has been approved prior to the date of this
Lease, then promptly after the date of this Lease, or otherwise promptly after
the approval of the space plan, Landlord shall cause the Leasehold Improvements
Architect to prepare preliminary plans and specifications for the initial tenant
improvements desired by Tenant and to deliver same to Landlord and Tenant for
approval in accordance with the provisions of PARAGRAPH 3 of this EXHIBIT "B".

         1.03     Promptly after approval, or deemed approval, of such
preliminary plans and specifications, Landlord shall cause the Leasehold
Improvement's Architect to prepare construction drawings for the initial tenant
improvements desired by Tenant and to deliver same to Landlord and Tenant for
approval in accordance with the provisions of PARAGRAPH 3 of this EXHIBIT "B".
The construction drawings approved, or deemed approved, by Landlord and Tenant
are herein referred to as the "APPROVED CONSTRUCTION DRAWINGS". The Approved
Construction Drawings may only be modified by a written change order executed by
Landlord and Tenant; upon the execution and delivery of any such change order,
the term "APPROVED CONSTRUCTION DRAWINGS" shall mean the Approved Construction
Drawings as existing as of the date of such change order execution and delivery,
as modified by such change order. The initial tenant improvements depicted on
the Approved Construction Drawings are herein referred to as the "LEASEHOLD
IMPROVEMENTS". In all events, Landlord and Tenant shall use all reasonable, good
faith efforts to cause the construction drawings to be approved, or deemed
approved, by Landlord and Tenant on or before September 15, 2000 (the "APPROVED
CONSTRUCTION DRAWING DEADLINE") for submittal to the appropriate governmental
authorities for permitting and to the selected general contractors and
subcontractors for bidding purposes.

         1.04     The general contractor for the construction and installation
of the Leasehold Improvements shall be U.S. General Construction, which general
contractors hereby approved by Tenant, or, in the event U.S. General
Construction does not perform such work, such other general contractor as is
reasonably acceptable to Tenant (either U.S. General Construction or such other
general contractor, as the case may be, is herein referred to as the "GENERAL
CONTRACTOR"). With respect to the construction and installation of the Leasehold
Improvements, the General Contractor shall be under the sole direction of
Landlord and Landlord's employees, contractors, subcontractors and agents.
Tenant shall cooperate with Landlord and Landlord's


                                       B-1
<PAGE>   37

contractors, employees, agents and other persons in order to promote the
efficient and expeditious completion of such work.

         1.05     Tenant hereby acknowledges and agrees that Landlord has
retained the Leasehold Improvements Architect and the General Contractor as an
accommodation to Tenant in order to, among other things, expedite the design,
construction and installation of the Leasehold Improvements, that Landlord is
not acting in the capacity of a contractor or an architect, that Tenant will, in
accordance with the foregoing review and approval process, have sufficient
opportunity to examine architectural drawings and to consult Tenant's architects
and consultants if Tenant desires to do so, and that during the construction and
installation of the Leasehold Improvements Tenant will, in accordance with
PARAGRAPH 1.06, below, have sufficient opportunity to examine same and to
consult Tenant's construction or other consultants if Tenant desires to do so.
Effective upon the issuance of the certificate of occupancy for the Premises,
Landlord hereby assigns to Tenant, on a non-exclusive basis (Landlord also
retaining the benefit for Landlord), the benefit of any General Contractor
warranty to repair or replace defective workmanship or materials in the
Leasehold Improvements and the benefit of any Leasehold Improvements Architect
warranty with respect to the design of the Leasehold Improvements, and upon
Tenant's request, Landlord shall make the written agreement between Landlord and
the Leasehold Improvements Architect and between Landlord and the General
Contractor available to Tenant for Tenant's review of the warranty provisions
thereof, but in all events LANDLORD DOES NOT MAKE AND HEREBY DISCLAIMS, AND
TENANT ACKNOWLEDGES THAT LANDLORD HAS NOT MADE AND HAS DISCLAIMED, ANY
REPRESENTATION, WARRANTY OR GURARANTEE, EXPRESS OR IMPLIED, WITH RESPECT TO THE
DESIGN AND THE CONSTRUCTION AND INSTALLATION OF THE LEASEHOLD IMPROVEMENTS,
INCLUDING, WITHOUT LIMITATION, THE PRESENT OR FUTURE MERCHANTABILITY, CONDITION,
QUALITY, DURABILITY, FITNESS OR SUITABILITY THEREOF OR ANY PART THEREOF IN ANY
RESPECT OR IN CONNECTION WITH OR FOR THE PURPOSES AND USES OF TENANT, AND
LANDLORD SHALL NOT BE LIABLE FOR ANY LATENT OR PATENT DEFECT THEREIN.

         1.06     At reasonable times, and with a frequency, acceptable to
Landlord during the construction and installation of the Leasehold Improvements,
Tenant may examine the Leasehold Improvements. Ill entering the Project to
effect such examination, Tenant shall not cause any delay or disruption in the
construction or installation of the Leasehold Improvements and shall not
interfere with the General Contractor or any subcontractor in any manner
whatsoever. In connection with such examination, Tenant hereby waives all claims
against Landlord, the General Contractor and any subcontractor for damage to any
property or injury to, or death of, any person in, upon, or about the Project,
including the Premises, and Tenant shall and hereby agrees to, indemnify and
hold Landlord, the General Contractor and any subcontractor harmless from any
loss or damage to any property or injury to, or death of, any person that occurs
in upon, or about the Project, including the Premises, arising out of, by reason
of or in connection with the entry onto the Project by Tenant or its employees,
contractors or agents prior to the Commencement Date. Nothing contained in this
paragraph shall be deemed to limit or modify in


                                      B-2
<PAGE>   38

any manner the terms and provisions of Tenant's waiver and indemnity set forth
in Article 14 of this Lease.

         1.07     Notwithstanding anything to the contrary contained heroin,
Landlord shall provide at its cost the "SHELL IMPROVEMENTS", which shall consist
of the following items: (a) the corridors, toilets, lobbies and other Common
Areas on the floor on which the Premises is to be located; (b) HVAC spin outs
and flex in place, and perimeter diffusers set, in the Premises ceiling; (c)
ceiling grid in place with ceiling the stacked on the Premises floor; (d)
Building standard light fixtures (one fixture for each 100 usable square feel of
the Premises) stacked on the Premises floor and made ready to install at
Tenant's cost; (e) the sprinkler line serving the Premises in place and capped
per base building design; (f) electric and telephone service brought to the
electrical and telephone room(s) on the floor on which the Premises will be
located; and (g) the Premises concrete floors, smooth and level (to commercially
reasonable standards) for the installation of carpeting. In addition to the
Shell Improvements, Landlord shall provide at its cost the walls demising the
Premises from adjacent Common Area corridors; Tenant shall be responsible for
one-half of the cost of the walls demising the Premises from adjacent premises.

         PARAGRAPH 2.      TENANT IMPROVEMENT COSTS; TENANT IMPROVEMENT
ALLOWANCE.

         2.01     Tenant shall, at its sole cost and expense, be responsible for
payment of, and shall pay when due, all costs and expenses in connection with
the design, construction and installation of the Leasehold Improvements (the
"TENANT IMPROVEMENT COSTS") to the extent such costs and expenses exceed the
Tenant Improvement Allowance. The Tenant Improvement Costs shall include,
without limitation: (i) all costs, including professional fees of the Leasehold
Improvements Architect and other architects, space planners, and other
professionals, for the review and preparation of the preliminary plans and
specifications, the preliminary construction drawings, the Approved Construction
Drawings, and ally change order thereto requested by Tenant (collectively,
"DESIGN COSTS"); (ii) all General Contractor's and other contractor's and
subcontractor's fees and all labor and materials supplied to construct, install
and complete the Leasehold Improvements, and the cost of any Tenant requested
changes made to the Leasehold Improvements; and (iii) all costs related to
obtaining approvals and permits related to the Leasehold Improvements. The
following shall not he included in the Tenant Improvement Costs hut shall be
paid by Landlord or provided by Landlord at no charge to Tenant: (i) the cost of
the Shell Improvements; (ii) utility usage incurred by Landlord in connection
with the construction or installation of the Leasehold Improvements; and (iii)
the use of Building elevators or hoists and access to loading docks, during the
construction or installation of the Leasehold Improvements or Tenant's initial
move into the Premises, it being acknowledged, however, that this sentence shall
not prevent Landlord from imposing reasonable restrictions with respect to such
use of the elevators, hoists and loading docks nor shall it relieve Tenant of
liability for any damage to such elevators, hoists or loading docks arising in
connection with Tenant's move into the Premises. Notwithstanding the foregoing,
Tenant shall pay to Landlord, as a Tenant Improvement Cost, a construction
supervision fee equal to the product of thirty-three cents ($0.33) per rentable
square foot multiplied by the Premises RSF, which fee may, at Landlord's option,
be charged against the Tenant Improvement Allowance.


                                      B-3
<PAGE>   39

         2.02     Landlord shall contribute an amount up to the Tenant
Improvement Allowance for the Tenant Improvement Costs pursuant to the terms and
conditions hereof, and Tenant may use up to One and No/100 Dollars ($1.00) per
square foot of Premises RSF for Design Costs and tip to One and No/100 Dollars
($1.00) per square foot of Premises RSF for relocating its business operations
from their current location. Landlord shall pay portions of the Tenant
Improvement Allowance periodically to the General Contractor upon Landlord's
receipt of (i) written certification by Tenant's Architect to Landlord and, if
required, to Landlord's lender, that work for which such payment is to be made
has been completed in accordance, in all material respects, with the Approved
Construction Drawings, and (ii) appropriate lien waivers from the General
Contractor in a form reasonably acceptable to Landlord; provided, however, in
the event the total amount of the Tenant Improvement Costs payable to the
General Contractor exceeds the Tenant Improvement Allowance, Tenant shall pay
when due all invoices of the General Contractor up to the amount of such excess
prior to Landlord using any portion of the Tenant Improvement Allowance for
payments to the General Contractor. If Tenant fails to pay such invoices,
Landlord may, in addition to any other rights or remedies of Landlord under this
Lease, pay portions of the Tenant Improvement Allowance to the General
Contractor for all or any portion of such excess amount, in which event Tenant
shall, immediately upon request, reimburse Landlord for such amount so paid,
together with interest thereon at the Interest Rate from the date of payment by
Landlord until the date Landlord receives Tenant's reimbursement and, if such
reimbursement is not received by Landlord within five (5) days after Landlord
gives such request, a late charge equal to fifteen percent (15%) of such amount;
upon Landlord's receipt of Tenant's reimbursement of that portion of the Tenant
Improvement Allowance paid for such excess amount, the amount of such
reimbursement (exclusive of any interest or late charge) shall be credited back
to the Tenant Improvement Allowance. In all events, the aggregate amount of
Landlord's payments for the Tenant Improvement Costs shall be limited to the
Tenant Improvement Allowance. In the event the Tenant Improvement Allowance
exceeds the Tenant Improvement Costs, then the amount of such excess shall be
applied as a credit against the first installments of Rent due hereunder. In the
event the Tenant Improvement Costs payable to the Leasehold Improvements
Architect or to the General Contractor for designing and constructing the
Leasehold Improvements exceed the Tenant Improvement Allowance, Tenant may,
prior to the Commencement Date, give Landlord a written request to increase, and
upon receipt of such request subject to the approval of Landlord's lender,
Landlord shall increase, the Tenant Improvement Allowance by the lesser of Five
and No/100 Dollars ($5.00) per square foot of Premises RSF or the amount of such
excess (which lesser amount is referred to as the "ADDITIONAL TENANT IMPROVEMENT
ALLOWANCE"), in which event the amount of such Additional Tenant Improvement
Allowance shall be amortized over the Initial Term at an interest rate of ten
percent (10%) per annum, with equal monthly payments, and each monthly
installment of Base Rent shall be increased by the monthly payment amount
resulting from such amortization. Notwithstanding anything to the contrary
contained herein, Landlord shall not be required to make any payments described
in this EXHIBIT "B" other than in accordance with the draw schedule and
requirements of Landlord's lender.

         PARAGRAPH 3. APPROVALS.    Landlord shall not charge Tenant for
Landlord's review of space plans, preliminary plans and specifications or
construction drawings. Within ten (10) business days after either party's
receipt of preliminary plans and specifications or


                                      B-4
<PAGE>   40

construction drawings for the initial tenant improvements desired by Tenant,
such party shall notify the other, in writing, of such party's comments and
objections thereto. In making any such comments or objections, each party shall
act reasonably and in good faith and shall not act arbitrarily or capriciously.
If the receiving party does not timely, within such ten-business-day period,
give comments or objections to the other party, then the space plans, plans and
specifications or construction drawings, as submitted, shall be deemed approved
by such receiving party. If the receiving party timely gives comments or
objections to the other party, then the Leasehold Improvements Architect shall
promptly revise the space plans, plans and specifications or construction
drawings to resolve such comments or objections and give such revised space
plans, plans and specifications or construction drawings to such party for
review. Within ten (10) business days after such party's receipt of such revised
space plans, plans and specifications or construction drawings, such party shall
notify, in writing, the other party of the receiving party's comments and
objections thereto; provided, however, the receiving party may only make such
comments or objections to the extent the revised plans and specifications or
revised construction drawings (i) do not resolve such receiving party's previous
comments or objections, or (ii) contain changes relative to the previous plans
and specifications or construction drawings which changes were not requested by
such receiving party. If the receiving party does not timely, within such
ten-business-day period, give to the other party comments or objections, then
the revised preliminary plans and specifications or construction drawings shall
be deemed approved by the receiving party. If such receiving party timely gives
to the other party comments or objections, then the Leasehold Improvements
Architect shall again revise the space plans, plans and specifications or
construction drawings and give same to receiving party for review and approval,
which review and approval shall be made in accordance with the second preceding
sentence. This process of revision and review shall continue until the space
plans, plans and specifications and the construction drawings are approved, or
deemed approved by, Landlord and Tenant.

         PARAGRAPH 4. TARGET DELIVERY DATE; COMMENCEMENT DATE; SUBSTANTIAL
COMPLETION; TENANT DELAY.

         4.01     Landlord shall use reasonable efforts to cause the Leasehold
Improvements to be Substantially Completed (as hereinafter defined) by December
1, 2000, subject to force majeure and Tenant Delay (the "TARGET DELIVERY DATE").
If the Leasehold Improvements are not Substantially Complete by the Target
Delivery Date, this Lease shall not be void or voidable and Landlord shall not
be subject to any claims, damages or liabilities therefor; provided, however,
that if the Leasehold Improvements are not Substantially Complete by the date
six (6) months after the Target Delivery Date, subject to force majeure and
Tenant Delay, then Tenant may terminate this Lease by giving Landlord written
notice thereof such that Landlord actually receives such written notice within
ten (10) business days after said date.

         4.02     The Commencement Date shall be the date on which the Leasehold
Improvements are, or are deemed to be, Substantially Complete.

         4.03     Subject to the next sentence, the "SUBSTANTIAL COMPLETION" of
the Leasehold Improvements shall be deemed to occur, and the Leasehold
Improvements shall be deemed


                                      B-5
<PAGE>   41

"SUBSTANTIALLY COMPLETE", upon Landlord's obtaining a temporary certificate of
occupancy, or equivalent, for the Premises from the local governmental authority
having jurisdiction thereof and delivery of possession of the Premises to
Tenant. Notwithstanding the foregoing, in the event of a Tenant Delay,
Substantial Completion of the Leasehold Improvements shall be deemed to occur,
and the Leasehold Improvements shall be deemed Substantially Complete, on the
date upon which such Substantial Completion of the Leasehold Improvements would
have occurred absent such Tenant Delay, as such date is reasonably determined by
Landlord. Upon Tenant's occupancy of the Premises, the Leasehold Improvements
shall be deemed to have been constructed in accordance with the terms hereof and
accepted by Tenant; provided, however, Tenant may, within thirty (30) days after
delivery of possession of the Premises to Tenant, give to Landlord written
notice of punch list items to be completed. In the event Tenant timely gives
such punch list notice to Landlord, Landlord shall complete or cause the
completion of such items listed therein as is necessary to complete the
Leasehold Improvements in substantial accordance with the terms hereof.

         4.04     Any delay in the Substantial Completion of the Leasehold
Improvements arising out of any of the following shall be a "TENANT DELAY": (i)
any delay attributable to Tenant in the approval of the construction drawings
for the initial tenant improvements desired by Tenant beyond the Approved
Construction Drawing Deadline; (ii) any change order to the Approved
Construction Drawings requested by Tenant; (iii) any failure attributable to
Tenant of the appropriate governmental authorities to issue oil or before
September 1, 2000, building and other permits necessary for the construction of
the Leasehold Improvements; and (iv) ally delay in the Substantial Completion of
the Leasehold Improvements that is otherwise attributable to Tenant.


                                      B-6
<PAGE>   42

                                   EXHIBIT "C"

                         ADDITIONAL TERMS AND PROVISIONS

                                   ARTICLE 21
                                 RESTRICTED USES

         During the Term of this Lease or any period during which Tenant
occupies or is in possession of the Premises or of any portion thereof, Tenant
shall not conduct as its primary business at the Premises either (i) the
subleasing of portions of the Premises for individual executive office suites or
(ii) the provision of secretarial services, answering services or similar office
services to persons not employed by Tenant, or (iii) any combination of the uses
listed in clauses (i) and (ii), above, and this use restriction is for the
benefit of Landlord and, to the extent the tenant under that certain lease dated
as of October 24, 1996, by and between Landlord and Atlanta-North Central
Offices, Inc. is entitled to such benefit pursuant to such lease, for the
benefit of such tenant (each of the uses described in clause (i), (ii) or (iii),
above, is herein referred to as a "RESTRICTED USE"). Tenant further acknowledges
that Landlord may hereafter grant other exclusive uses to other tenants or
occupants of the Building or of the office park in which the Building is
located. In the event Landlord grants any such exclusive use and gives to Tenant
written notice thereof' (a) such other exclusive use described in such written
notice shall automatically be deemed to be an additional Restricted Use
hereunder as of the date of Tenant's receipt of such written notice from
Landlord, and during the Term or any other period during which Tenant occupies
or is in possession of the Premises or ally portion thereof, Tenant shall not
permit the Premises or any portion thereof' to he used for such exclusive use,
provided that no such additional exclusive use shall be deemed to prohibit any
use permitted hereunder in which Tenant is then engaged at the Premises on the
date on which Tenant receives Landlord's written notice of such additional
exclusive use, and (b) the tenant or occupant for the benefit of which Landlord
granted any such additional exclusive use shall be deemed to be an additional
third party beneficiary hereunder with respect to such exclusive use and the
enforcement of this Article with respect thereto.

                                   ARTICLE 22
            MEASUREMENT OF THE PREMISES; COMMENCEMENT DATE MEMORANDUM

         Prior to or promptly after the Commencement Date, Landlord shall cause
the usable square footage of the Premises and the Building RSF to be determined
substantially in accordance with BOMA Standards (ANSI Z65.1-1996) then
applicable to the calculation of the usable square footage of premises located
in an office premises in a building similar to the Building and the rentable
square footage of a building similar to the Building, as the case may be, using
fully-wrapped corridor. The Premises RSF shall then be calculated by multiplying
the usable square footage of the Premises, as so determined, by 1.15. The
Premises RSF and the Building RSF, as so calculated or determined, will then be
used to calculate Tenant's Share. Promptly after the Commencement Date, Landlord
shall complete and give to Tenant a Commencement Date Memorandum setting forth
the Commencement Date, the expiration of the


                                      C-1
<PAGE>   43

Term, the Premises RSF, the Building RSF, Tenant's Share and other factual
matters as Landlord deems appropriate.

                                   ARTICLE 23
                     BUILDING DIRECTORY AND MONUMENT SIGNAGE

         Landlord shall initially provide one directory line of display for
Tenant on the Building directory to be located in the lobby of the Building. In
the event Tenant requests any changes to, or replacement of, such directory
line, however, and Landlord consents to same, any such change or replacement
made by Landlord shall be at Tenant's sole cost and expense. Tenant shall be
entitled to display its name on one signage panel located in a position
determined by Landlord on the exterior monument sign for the Building, so long
as Tenant pays to Landlord, within thirty (30) days after the date of this
Lease, Tenant's Payment (as hereinafter defined). Any such display shall be
subject to Landlord's approval of the manner, style, size, color, lettering and
other characteristics of such display, which approval may be withheld in
Landlord's reasonable discretion. Upon such approval and the payment by Tenant
to Landlord of Tenant's Payment, such approved display shall be installed on
such monument sign at Tenant's cost and expense. For purposes hereof, "TENANT'S
PAYMENT" means Tenant's pro rata share (based on the area of Tenant's display
panel relative to the aggregate panel display area of such sign) of the cost
incurred or paid by Landlord in connection with installing or erecting such
monument sign. In the event Tenant does not timely pay to Landlord Tenant's
Payment pursuant to the first sentence of this Article, Tenant shall be deemed
to have waived any right to display its name on the monument sign.

                                   ARTICLE 24
                                   ABANDONMENT

         If the Premises are abandoned or vacated, which shall be conclusively
presumed if the Premises are not occupied for twenty (20) consecutive days or
more or if Tenant shall fail to move into or take possession of the Premises
within twenty (20) days after the date on which Rent is to commence under the
terms of this Lease, then Landlord may, by written notice to Tenant, terminate
this Lease; provided, however, if Tenant gives written notice to Landlord within
fifteen (15) days after such written notice of termination that Tenant intends
to re-occupy or move into or take possession of the Premises then the effective
date of such termination shall be extended for thirty (30) days, and if, within
such thirty-day period (a) Tenant does re-occupy or moves into or takes
possession of the Premises, then such termination shall be null and void and
this Lease shall continue in full force and effect as if the termination notice
had not been given.

                                   ARTICLE 25
                                 ROOFTOP ANTENNA

         Subject to the terms and provisions of this Article, so long as no
default in the performance of any of the terms, covenants and conditions to be
performed or satisfied by Tenant under this Lease has occurred and subsists
beyond any applicable cure period expressly set forth in this Lease, Tenant may,
after obtaining all necessary approvals of all governmental authorities


                                      C-2
<PAGE>   44

having jurisdiction thereof and at Tenant's sole cost and expense, install a
communications antenna on the roof of the Building, together with cabling and
wiring and equipment used in connection with, or related to, such antenna
(collectively, any such antenna, cabling, wiring and equipment is herein
referred to as the "ANTENNA FACILITIES"), all in a location reasonably approved
by Landlord. Tenant shall cause the installation, operation and removal of such
Antenna Facilities to comply with all applicable laws, ordinances, rules and
regulations and with all applicable terms and provisions of this Lease. Any such
Antenna Facilities located on the roof must be screened from view by the parapet
of the Building and shall be deemed "alterations to the Premises" and shall be
subject to ARTICLE 8, notwithstanding that portions of such Antenna Facilities
will not be located within the Premises. On or before the expiration of the Term
or the earlier termination of this Lease, Tenant shall, at its expense, remove
any Antenna Facilities installed by or on behalf of Tenant and shall repair any
resulting damage to the roof or any other portion of the Building through or to
which any portion of the Antenna Facilities were installed or affixed. Tenant
hereby (i) waives any and all claims of any nature whatsoever against Landlord
for damage or injury to any person or property, (ii) agrees to indemnify and
hold harmless Landlord against and from any and all claims, loss, costs and
damages, and (iii) agrees to repair any damage to the Building or other
property, arising out of, by reason of or in connection with any such Antenna
Facilities or the operation or removal thereof. No portion of the roof or the
roof membrane shall be penetrated in connection with the installation or
operation of any Antenna Facilities or otherwise in connection therewith,
notwithstanding anything to the contrary contained herein or depicted on any
plans or specifications or other materials submitted to Landlord in connection
with such Antenna Facilities (it being acknowledged and agreed that Landlord's
consent to any such plans and specifications or other materials shall not be
deemed to be a consent to such penetration unless Landlord specifically and
expressly agrees in writing to such penetration).

                                   ARTICLE 26
                CAP ON INCREASES IN CONTROLLABLE OPERATING COSTS

         Notwithstanding anything to the contrary contained in Article 4, the
amount of controllable Operating Costs used in the determination of Tenant's
Share of Excess Operating Costs for each of the second and subsequent full
calendar years of the Term shall not exceed the amount of controllable Operating
Costs for the first full calendar year of the Term (as "grossed up" pursuant to
Section 4.2), increased at the rate of seven percent (7%) per annum, compounded
annually, from the expiration of such first full calendar year through the
expiration of the calendar year for which such Tenant's Share is being
determined. For purposes hereof, "controllable Operating Costs" shall not
include the cost of utilities, taxes and insurance or the cost of any repairs,
alterations, additions, changes, replacements, capital investment items and
capital improvements includable in Operating Costs pursuant to the definition of
such term set forth in EXHIBIT "E" hereto. By way of example, if the "grossed
up" controllable Operating Costs for such first full calendar year were $50,000,
then the controllable Operating Costs used in the determination of Tenant's
Share of Excess Operating Costs for the third full calendar year of the Term
would not exceed $57,245 [$50,000 increased at the rate of 7% per annum,
compounded annually, for two years.


                                      C-3
<PAGE>   45

                                   ARTICLE 27
                         DEPARTMENT OF BANKING APPROVAL

         Tenant has informed Landlord that Tenant's establishment of a branch at
the Premises requires the approval of the Georgia Department of Banking. Tenant
hereby agrees to submit its request for such approval immediately upon executing
this Lease and to pursue such approval diligently thereafter. If Tenant submits
its request for such approval immediately upon executing this Lease and pursues
such approval diligently thereafter, and, if despite such immediate submittal
and diligent prosecution, such approval has not been granted by the Georgia
Department of Banking on or before September 1, 2000, then Tenant may terminate
this Lease by written notice given to Landlord such that Landlord actually
receives such written notice on or before 5:00 p.m., Atlanta time, September 7,
2000. If Landlord does not actually receive any such written notice of
termination on or before 5:00 p.m., Atlanta time, September 7, 2000, then Tenant
shall have no further right to terminate this Lease pursuant to this Article,
and this Lease shall continue in full force and effect in accordance with its
terms.

                                   ARTICLE 28
                                 EXTENSION TERMS

         Tenant shall have the right, subject to the provisions hereinafter
provided, to extend the Term for two five (5) year periods on the terms and
provisions of this Article. Such extension periods shall herein be referred to
generally as an "EXTENSION TERM" or the "EXTENSION TERMS" and specifically as
the "FIRST EXTENSION TERM" or the "SECOND EXTENSION TERM". The conditions to
Tenant's exercise of such right to the Extension Terms shall be as follows:

                  (a)      That this Lease is in full force and effect and no
         monetary default or material non-monetary default in the performance of
         any of the terms, covenants and conditions to be performed or satisfied
         by Tenant under this Lease has occurred prior to the commencement of
         the applicable Extension Term, but Landlord shall have the right at its
         sole discretion to waive in writing the non-default conditions herein.

                  (b)      That each such Extension Term shall be on the same
         terms, covenants and conditions as in this Lease; PROVIDED, HOWEVER,
         that the Base Rent for the initial twelve (12) month period of each
         Extension Term shall be an amount equal to the fair market base rent
         (with regard to any improvement allowances or other concessions or
         brokerage commissions then customarily provided to, or paid for, new
         tenants as part of fair market base rent that will not be provided to
         or paid for Tenant) as of the First Extension Term Base Rent
         Determination Date or the Second Extension Term Base Rent Determination
         Date (as hereinafter defined), as the case may be, for a term equal to
         the period of the applicable Extension Term and the Base Rent for the
         remainder of such Extension Term shall be determined by applying the
         fair market escalation rate and schedule of escalations, as of the
         First Extension Term Base Rent Determination Date or the Second
         Extension Term Base Rent Determination Date, as the case may be, to
         said fair market base rent. The determination of such fair market base
         rent for the Premises and the fair market escalation rate and schedule
         of escalations for the then pending Extension Term


                                      C-4
<PAGE>   46

         (collectively, the "EXTENSION TERM FMV BASE RENT") shall be made by
         Landlord and Tenant, each acting in good faith, no later than the date
         that is eight (8) months prior to commencement of the First Extension
         Term or the Second Extension Term, as the case may be (the "FIRST
         EXTENSION TERM BASE RENT DETERMINATION DATE" and the "SECOND EXTENSION
         TERM BASE RENT DETERMINATION DATE", respectively), and if Landlord and
         Tenant do not timely agree upon the Extension Term FMV Base Rent for
         such Extension Term, the same shall be determined pursuant to the
         immediately succeeding Article of this Lease. Notwithstanding anything
         to the contrary contained in this Article, in no event shall the Base
         Rent, on a per rentable square foot basis, for said initial
         twelve-month period be less than the annual Base Rent, on a per
         rentable square foot basis, payable by Tenant under the terms of this
         Lease immediately prior to the commencement of such Extension Term.

                  (c)      That Tenant shall exercise its right to each
         Extension Term provided herein, if at all, by notifying Landlord in
         writing of its election to exercise the right to extend the Term no
         later than nine (9) months prior to the expiration of the Initial Term
         or the expiration of the First Extension Term, as the case may be.

                                   ARTICLE 29
                                    APPRAISAL

         If Landlord and Tenant do not timely agree upon the Extension Term FMV
Base Rent pursuant to the preceding Article of this Lease, then within SEVEN (7)
DAYS after the expiration of the period within which Landlord and Tenant were to
agree upon such Extension Term FMV Base Rent, as provided in said Article,
Landlord and Tenant shall mutually appoint an appraiser that has at least five
(5) years full-time commercial appraisal experience and is a member of the
American Institute of Real Estate Appraisers. If Landlord and Tenant are unable
to agree upon an appraiser, either of Landlord or Tenant, after giving FIVE (5)
DAYS' prior written notice to the other party, may apply to the then president
of the Atlanta Board of Realtors for the selection of an appraiser who meets the
foregoing qualifications, which selection shall be made within FIFTEEN (15) DAYS
after such application. The appraiser selected by the president of the Board of
Realtors shall be a person who has not previously acted in any capacity for
either party, its affiliates or leasing agents and who meets the above
experience qualifications. Landlord and Tenant shall each, within SEVEN (7) DAYS
after the appointment (either by agreement or selection) of the appraiser,
submit to the appraiser such party's determination of the Extension Term FMV
Base Rent for purposes of the preceding Article. Within TWENTY (20) DAYS after
the expiration of the above-referenced seven-day period, the appraiser shall
review each of the Landlord's and Tenant's submittals and shall review such
other information as such appraiser shall deem necessary (a party may furnish
the appraiser with any information it deems relevant) and shall select one of
the two submittals as the more reasonable. The appraiser shall immediately
notify the parties of his or her selection, and such selection shall be the
Extension Term FMV Base Rent for purposes of the preceding Article. If, upon the
expiration of the above-referenced seven-day period, the appraiser shall have
received one of the party's submittals but not both, the appraiser shall
designate the submitted item as the Extension Term FMV Base Rent, and the
appraiser shall immediately notify the parties of same.


                                      C-5
<PAGE>   47

                                  EXHIBIT "D"

                             RULES AND REGULATIONS

         1.       No sign, picture, advertisement or notice visible from the
exterior of the Premises shall be installed, affixed, inscribed, painted or
otherwise displayed by Tenant on or in any part of the Premises or the Building
unless the same is first approved by Landlord. Any such sign, picture,
advertisement or notice approved by Landlord shall be painted or installed for
Tenant at Tenant's cost by Landlord or by a party approved by Landlord. No
awnings, blinds, shades or screens shall be attached to or hung ill, or used in
connection with any window or door of the Premises without the prior consent of
the Landlord, including approval by the Landlord of the quality, type, design,
color and manner of attachment.

         2.       Tenant agrees that its use of electrical current shall never
exceed the capacity of existing feeders, risers or wiring installation.

         3.       Business machines and mechanical equipment belonging to Tenant
that cause noise and/or vibration that may be transmitted to the structure of
the Building or to any leased space so as to be objectionable to Landlord or any
other tenants in the Building shall be placed and maintained by Tenant, at
Tenant's expense, in setting of cork, rubber, or spring type noise and/or
vibration eliminators sufficient to eliminate vibration and/or noise.

         4.       The Premises shall not be used for storage of merchandise held
for sale to the general public. Tenant shall not do or permit to be done in or
about the Premises or the Building anything which shall increase the rate of
insurance on said Building or obstruct or interfere with the rights of other
tenants of Landlord or annoy them in any way, including, but not limited to,
using any musical instrument or making loud or unseemly noises. The Premises
shall not be used for sleeping or lodging. No cooking or related activities
shall be done or permitted by Tenant in the Premises except with permission of
Landlord. Tenant will be permitted to use for its own employees within the
Premises a small microwave oven and Underwriters' Laboratory approved new
equipment for brewing coffee, tea, hot chocolate and similar beverages, provided
that such use is ill accordance with all applicable federal, state, county and
city laws, codes, ordinances, rules and regulations and all applicable insurance
requirements. No vending machines of any kind will be installed, permitted or
used on any part of the Premises without the prior consent of Landlord. No part
of said Building or Premises shall be used for gambling, immoral or other
unlawful purposes. Tenant shall not permit the sale of any alcoholic beverage
from or in the Building or the Premises without the prior written consent of the
Landlord. No area outside of the Premises shall be used for storage purposes at
any time. With respect to multiple-tenant floors of the Building, each tenant
thereof shall cause any doors between corridors, any elevator lobby doors and
any stairwell or stairway doors on such floor to be kept closed.

         5.       No birds or animals of any kind shall be brought into the
Building (other than trained seeing-eye dogs required to be used by the visually
impaired). No bicycles or motorcycles (or other motorized vehicles of any kind)
shall be brought into the Building.


                                      D-1
<PAGE>   48

         6.       The sidewalks, entrances, passages, corridors, halls,
elevators, and stairways in the Building shall not be obstructed by Tenant or
permitted by Tenant to be used for any purposes other than those for which same
were intended as ingress and egress. No windows, floors or skylights that
reflect or admit light into the Building shall be covered or obstructed by
Tenant. Toilets, wash basins and sinks, or any other plumbing fixture or
appliance, shall not be used for any purpose other than those for which they
were constructed, and no sweeping, rubbish, or other obstructing or improper
substances shall be thrown or placed therein. The cost of repairing any stoppage
or damage resulting to any such fixtures or appliances from misuse on the part
of Tenant or any person in the Building at the invitation or with the permission
of Tenant shall be paid by Tenant. Any damage resulting to any such item, or to
heating apparatus, from misuse by Tenant or any such person shall be borne by
Tenant.

         7.       Only one key for each office in the Premises will be furnished
Tenant without charge. Landlord may make a reasonable charge for any additional
keys. No additional lock, latch or bolt of any kind shall be placed upon any
door nor shall any changes be made in existing locks without the prior written
consent of Landlord, and Tenant shall ill each case furnish Landlord with a key
for any such lock. At expiration of the term of the Lease or the termination of
the Lease, Tenant shall return to Landlord all keys furnished to Tenant by
Landlord, or otherwise procured by Tenant, and in the event of loss of any keys
so furnished, Tenant shall pay to Landlord the replacement cost thereof.

         8.       Landlord shall have the right to prescribe the weight,
position and manlier of installation of heavy articles such as safes, machines
and other equipment brought into the Building. No safes, furniture, boxes, large
parcels or other kind of freight shall be taken to or from the Premises or
allowed in any elevator, hall or corridor except at times allowed by Landlord.
Tenant shall make prior arrangements with Landlord for use of the freight
elevator for the purpose of transporting such articles and such articles may be
taken in or out of said Building only by using such freight elevator and only
during such hours as may be arranged with and designated by Landlord. The
persons employed to move the same must be approved by Landlord. In no event
shall any weight be placed upon any floor by Tenant so as to exceed the design
conditions of the floors at the applicable location.

         9.       Tenant shall not permit any gases, liquids or odors to be
produced upon or permeate from the Premises, and Tenant shall not permit any
flammable, combustible or explosive fluid, chemical or substance to be brought
into the Building.

         10.      Every person, including Tenant, its employees and visitors,
entering and leaving the Building may be questioned by a watchman as to that
person's business therein and may be required to sign such person's name on a
form provided by Landlord for registering such person; provided, however, except
for emergencies or other circumstances requiring same in Landlord's reasonable
judgment, such procedures shall not be required during Business Hours. Landlord
may also implement a card access security system to control access. Landlord
shall not be liable for excluding any person from the Building, or for admission
of any person to the Building at any time, or for damages or loss for theft
resulting therefrom to any person, including Tenant. All deliveries must be made
via the service entrance and service elevators during Business Hours


                                      D-2
<PAGE>   49

or as otherwise directed or scheduled by Landlord, and Landlord's prior written
approval must be obtained for any other deliveries.

         11.      Unless agreed to in writing by Landlord, Tenant shall not
employ any person other than Landlord's contractors for the purpose of cleaning
and taking care of the Premises. Cleaning service need not be furnished on
nights when rooms are occupied after Business hours unless, by agreement in
writing, service is extended to a later hour for specifically designated rooms.
Landlord shall not be responsible for any loss, theft, mysterious disappearance
of or damage to, any property, however occurring. Only persons authorized by the
Landlord may furnish ice, drinking water, towels, and other similar services
within the Building and only at hours and under regulations fixed by Landlord.

         12.      No connection shall be made to the electric wires or gas or
electric fixtures, without the prior written consent on such each occasion of
Landlord. All glass, locks and trimmings in or upon the doors and windows of the
Premises shall be kept whole by Tenant and in good repair. Tenant shall not
injure, overload or deface the Building, the woodwork or the walls of the
Premises, nor permit upon the Premises any noisome, noxious, noisy or offensive
business.

         13.      If Tenant desires wiring for additional telephone service, or
a bell or buzzer system, or for any other purpose, such wiring shall be done by
the electrician of the Landlord only, and no other person shall be permitted by
Tenant to do any such work except with the prior written permission of Landlord.
No boring or cutting for wiring or for any other purpose shall be done unless
first approved in writing by Landlord.

         14.      Tenant and any person parking a vehicle (including, without
limitation, a bicycle) in connection with visiting the Building, or otherwise
parking a vehicle at Tenant's invitation or with the permission of Tenant, shall
observe and obey all parking and traffic regulations imposed by Landlord. All
vehicles shall be parked only in areas designated therefor by Landlord. Tenant
shall not permit any such vehicle to be parked overnight or to display any form
of advertising, including, without limitation, "for sale" signs or any
advertising of services, products, or any enterprise. Landlord shall be entitled
to cause any vehicle parked in violation of these Rules and Regulations or other
parking and traffic regulations imposed by Landlord either to be towed at the
vehicle owner's sole cost and expense or to attach to the vehicle a "boot" or
other immobilizing device and require said owner to pay a fee fur the removal
thereof.

         15.      Canvassing, peddling, soliciting and distribution of handbills
or any other written materials in the Building are prohibited, and Tenant shall
cooperate to prevent same.

         16.      Landlord shall have the right to change the name of the
Building and to change the street address of the Building, provided that in the
case of a change in the street address, Landlord shall give Tenant not less than
120 days' prior notice of the change, unless the change is required by
governmental authority.

         17.      Landlord may waive any one or more of these Rules and
Regulations for the benefit of Landlord or of any particular tenant, but no such
waiver by Landlord shall be


                                      D-3
<PAGE>   50

construed as a waiver of such Rules and Regulations in favor of any other
tenant, nor prevent Landlord from thereafter enforcing any such Rules and
Regulations against any or all of the other tenants of the Building.

         18.      These Rules and Regulations are supplemental to, and shall not
be construed in any way as modifying or amending, in whole or in part, the
terms, covenants, agreements and conditions of any lease of any premises in the
Building.

         19.      Landlord reserves the right to enforce the restrictions and
limitations contained in the Lease, to make such other reasonable Rules and
Regulations as in its judgment may from time to time be desirable for the
safety, care and cleanliness of the Building, the management thereof, or the
preservation of good order therein.


                                      D-4

<PAGE>   51

                                   EXHIBIT "E"

                                   DEFINITIONS

         1.       "ADA" means the Americans With Disabilities Act and any
similar law enacted by the state ill which the Premises is located.

         2.       "ADDITIONAL RENT" means all sums (other than Base Rent) due
and payable by Tenant under this Lease, including, without limitation, Tenant's
Share of Excess Operating Costs and Taxes.

         3.       "BUILDING SYSTEMS" means heating, ventilation, air
conditioning system(s), electrical system(s), mechanical system(s), plumbing
system(s), fire/life/safety system(s), and any other systems of the Building.

         4.       "BUSINESS DAYS" or "BUSINESS DAYS" means Monday through Friday
(except for Holidays).

         5.       "BUSINESS HOURS" means 8:00 a.m. to 6:00 p.m. on Monday
through Friday and 8:00 a.m. to 1:00 p.m. on Saturdays (except for holidays),
together with such additional hours as Landlord shall deem to be "Business
Hours" from time to time.

         6.       "DAY" or "DAYS" means a calendar day or days, except where
"Business Days" or "business days" are specified.

         7.       "EXCESS OPERATING COSTS" means, for each calendar year or
fractional calendar year during the Term, the amount by which Operating Costs
for such calendar year or fractional calendar year exceed Base Year Operating
Costs.

         8.       "EXCESS TAXES" means, for each calendar year or fractional
calendar year during the Term, the amount by which Taxes for such calendar year
or fractional calendar year exceed Base Year Taxes.

         9.       "GUARANTOR" means the guarantor of Tenant's obligations
hereunder, if any, whether one or more.

         10.      "HAZARDOUS MATERIALS" means any material or substance, or
combination of materials or substances, which by reason of quantity,
concentration, composition, or characteristic is or in the future becomes
regulated under any federal, state or local environmental or common law, rule,
regulation, ordinance or requirement, as may be amended, replaced or superseded,
and shall include, without limitation: (i) any hazardous substance as defined by
the Comprehensive Environmental Response, Compensation and Liability Act, 42
U.S.C.A. ss. 9601 et seq.; (ii) ally hazardous substance, constituent or waste
as defined by the Georgia Hazardous Site Response Act, O.C.G.A. ss. 12-8-90 et
seq.; (iii) any material identified as a hazardous waste under the Solid Waste
Disposal Act, as amended by the Resource Conservation and Recovery Act, 42
U.S.C.A. ss. 6901 et seq.; (iv) any solid or hazardous waste identified under
the Georgia


                                      E-1
<PAGE>   52

Comprehensive Solid Waste Management Act, O.C.G.A. ss. 21-8-20 et seq., or the
Georgia Hazardous Waste Management Act, O.C.G.A. ss. 12-8-60 et seq.; (v) any
material regulated as a Toxic pollutant as defined under the Federal Water
Pollution Control Act, 33 U.S.C.A. ss. 1251 et seq.; (vi) any hazardous
substance or toxic pollutant as defined under the Federal Water Pollution
Control Act, 33 U.S.C.A. ss. 1251 et seq.; (vii) any hazardous substance as
defined by the Oil Pollution Act, 33 U.S.C.A. ss. 2701 et seq., the Georgia Oil
Hazardous Material Spills or Releases Act, O.C.G.A. ss. 12-14-I et seq., the
Georgia Water Quality Control Act, O.C.G.A. ss. 12-5-20 et seq. or the Georgia
Underground Storage Tank Act, O.C.G.A. ss. 12-13-1 et seq.; (viii) airy
hazardous air pollutant as defaulted under the Federal Clean Air Act, 42
U.S.C.A. ss. 7401 et seq. or the Georgia Air Quality Act, O.C.G.A. ss. 12-9-1 et
seq.; (ix) any substance regulated under the Federal Insecticide, Fungicide and
Rodenticide Act, 7 U.S.C.A. ss. 135 et seq.; (x) a special nuclear or byproduct
material within the meaning of tire Atomic Energy Act, 42 U.S.C.A. ss. 2014 et
seq.; and (xi) any material or substance, or combination of materials or
substances displaying any explosive, volatile, radioactive, toxic, corrosive,
flammable, ignitable or reactive characteristic or which may cause a nuisance,
injury, harm or degradation to human health, welfare or the environment.

         11.      "HEREIN", "HEREOF", "HEREBY", "HEREUNDER" and words of similar
import shall be construed to refer to this Lease as a whole and not to any
particular Article or Section.

         12.      "HOLIDAYS" means those holidays designated by Landlord, which
holidays shall be consistent with those holidays recognized by national banks in
the metropolitan area of Atlanta, Georgia.

         13.      "INTEREST RATE" means the lower of eighteen percent (18%) per
annum or the maximum rate of interest then permitted by applicable law.

         14.      "LAND" means that certain approximate 8.5 acre parcel of land
upon which the Building is located.

         15.      "MONTHLY INSTALLMENT OF EXCESS OPERATING COSTS AND EXCESS
TAXES" means one-twelfth (1/12th) of Tenant's Share of Landlord's estimate of
Excess Operating Costs and Excess Taxes for a specified calendar year, to be set
forth in the notice to be given by Landlord to Tenant pursuant to Article 4.1(A)
of this Lease.

         16.      "OPERATING COSTS" means all costs, expenses and disbursements
of every kind and nature incurred or paid in connection with the ownership,
management, operation, repair and maintenance of the Project, and an equitable
pro rata share of such costs, expenses and disbursements related to certain
areas or improvements located or to be located on the Land or other land owned
or controlled by Landlord or its affiliates in the vicinity of the Land for the
non-exclusive benefit of the Building. Without limiting the generality of the
foregoing, Operating Costs shall include, without limitation: (i) wages,
salaries, benefits, fees and other compensation of all on and off-site employees
of Landlord and Landlord's managing agent engaged either full or part time in
the operation, management, or access control of the Project and payroll taxes,
social security taxes, unemployment insurance taxes, fringe benefits, retirement
plans, and insurance costs relating to such employees, all reasonably allocated
based


                                      E-2
<PAGE>   53

upon the time such employees or agents are engaged directly in providing such
services; (ii) the cost of all utilities; (iii) the cost of all maintenance and
service agreements and the equipment provided thereunder; (iv) costs of all
repairs, alterations, additions, changes, and replacements, including, without
limitation, such repairs, alterations, additions, changes, and replacements
required by any law or any governmental regulation that are not required as of
the date hereof by such law or regulation as presently interpreted and enforced,
which items shall include, without limitation, structural changes, regardless of
whether such costs when incurred are classified as capital expenditures; (v) the
cost of acquisition and/or installation of capital investment items and/or
capital improvements made by Landlord, amortized over the lesser of (i) their
respective useful lives or (ii) the reasonably estimated payback period, which
are (a) for the purpose of promoting safety, (b) reducing Operating Costs or
Taxes, or (c) necessary in order to maintain the nature of the Project (taking
into account the age of the Project), including capital investment items that
are replacements of items which are obsolete or cannot be repaired in an
economically feasible manner; (vi) the costs and expenses incurred or paid for
all insurance, including, without limitation, casualty, rental abatement and
liability insurance applicable to the Project and Landlord's personal property
used in connection therewith, including the costs of repairs and restorations in
accordance with the provisions of this Lease; (vii) the cost of replacing, as
needed, fluorescent tubes or other lighting tubes or bulbs in Building-standard
lighting fixtures located in tenants' premises in the Building, to the extent
Landlord elects to make such replacement; (viii) the cost of legal and
accounting services incurred by Landlord in connection with the management,
maintenance, operation and repair of the Project; (ix) the costs of the
management office for the Project or the Building; and (x) a management fee not
to exceed five percent (5%) of the gross rental payable to Landlord by all
tenants and occupants of the Building. "Operating Costs" shall not include the
following: (a) expenses incurred in leasing or procuring tenants (including
lease commissions, advertising expenses, and expenses of renovating or otherwise
preparing space for occupancy by tenants); (b) interest or amortization payments
on any mortgages or rents under ground leases; and (c) the cost of enforcing any
leases and other expenses incurred in connection with negotiations or disputes
with tenants, other occupants, or prospective tenants. There shall be no
duplication of costs or reimbursements.

         17.      "PROJECT" means the Land and the Building, together with any
other improvements constructed or installed from time to lime on the Land.

         18.      "RENT" means the Base Rent and the Additional Rent.

         19.      "TAXES" means all taxes, assessments, excises, levies, and
other fees and charges of any kind or nature whatsoever by any public authority
that are during the Term levied, imposed, assessed, charged, confirmed, or
imposed upon, or become due and payable out of, or become a lien on the Project,
or any portion thereof, or the appurtenances or facilities used in connection
therewith or the operation thereof (including, without limitation, ad valorem
taxes, personal property taxes, transit taxes, ordinary, special or
extraordinary assessments, and governmental levies), whether such Taxes are
presently levied, imposed, assessed, charged, confirmed, or imposed or are
levied, imposed, assessed, charged, confirmed, or imposed after the date of this
Lease. The costs or expenses incurred or paid by Landlord, if any, in contesting
any Taxes shall also be included within the term "Taxes". The term "Taxes" shall
not include income


                                      E-3
<PAGE>   54

taxes payable by Landlord or any fine, penalty or interest charged to Landlord
on account of any failure by Landlord to timely pay Taxes. Notwithstanding the
foregoing, if at any time after the date of this Lease, the present method of
taxation or assessment is changed so that the whole or any part of the Taxes
shall be discontinued or reduced and as a substitute therefor or in lieu thereof
a tax, assessment, excise, levy, or other fee or charge of any kind or nature
whatsoever by any public authority is levied, imposed, assessed, charged,
confirmed, or imposed, whether wholly or partially, as a special assessment or
otherwise, on rents, income, profits, sales, or gross receipts derived from the
Project, then such tax, assessment, excise, levy, or other fee or charge shall
be deemed included within the term.

         20.      "TAXES" to the extent that such tax, assessment, excise, levy,
or other fee or charge would be payable if the Project were the only property of
Landlord subject thereto and to the extent that ally such tax, assessment,
excise, levy, or other fee or charge is not payable directly by Tenant pursuant
to Section 4.3 of this Lease or payable directly by other tenants of the Project
pursuant to provisions in such tenants' leases similar to said Section 4.3.


                                      E-4
<PAGE>   55

                                   EXHIBIT "F"

                            JANITORIAL SPECIFICATIONS

GENERAL:

         1.       Vacuum carpet nightly on Business Days.

         2.       Empty all waste receptacles and remove waste paper and rubbish
from the premises; wash receptacles as necessary.

         3.       Hand dust and wipe with damp or treated cloth all office
furniture, files, fixtures, paneling, and all other horizontal surfaces as
necessary. Desks and other furniture must be cleared of all items by tenant.

         4.       Damp wipe and polish all glass furniture tops as necessary.
Furniture must be cleared of all items by the tenant.

         5.       Remove all finger marks and smudges from all vertical
surfaces, including doors, door frames, around light switches, private entrance
glass and partitions as necessary.

         6.       Keep in clean condition all stairwells throughout the
Building.

         7.       Damp mop to remove any beverage spillage or spots that appear
on non-carpeted flooring.

         8.       Spray buff lobbies, corridors, and other heavy traffic areas
having hard surfaces as needed to maintain proper condition and appearance.

         9.       Dust areas reachable without ladders as necessary.

         10.      Wipe clean, polish and vacuum elevators.

         11.      Dust air grills and ceiling recessed light fixtures as
necessary.

         12.      Keep Janitorial closets in a clean, neat, orderly condition.

RESTROOMS:

         1.       Empty and sanitize all receptacles and sanitary disposals.

         2.       Fill toilet tissue, soap, towel, and sanitary napkin
dispensers as necessary.

         3.       Mop, rinse, and dry floor.

         4.       Clean all mirrors, bright work and enameled surfaces.

         5.       Scrub floors as necessary.


                                      F-1
<PAGE>   56

         6.       Wash and disinfect all basins, urinals, and bowls.

         7.       Wash with disinfectant when necessary all partitions, the
walls and outside surfaces of all dispensers and receptacles.

FLOORS:

         1.       Sweep vinyl asbestos, asphalt, vinyl, rubber or other
composition floors.

         2.       Sweep ceramic the and brick floors and wash or scrub same as
necessary.

         3.       Special floors, i.e. Mexican tile, terrazzo, brick, etc.,
requiring coloring and/or sealing will be done at an additional cost.

         4.       Strip and refinish Common Area hard surface floors as
necessary to maintain shine and appearance.

         5.       Carpet shampooing and/or steam cleaning of large areas will be
done at all additional cost. Wax and buff the floors in office areas on an as
needed basis.


                                      F-2
<PAGE>   57

                                   EXHIBIT "G"

         FORM OF SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

                         SUBORDINATION, NON-DISTURBANCE
                            AND ATTORNMENT AGREEMENT

         THIS AGREEMENT made this ____ day of __________, ______, by and between
______________________ (hereinafter called "LENDER") and ___________________
(hereinafter called "TENANT").

                                WITNESSETH THAT:

         WHEREAS, Lender is the owner and holder or a Deed to Secure Debt and
Security Agreement (hereinafter called the "SECURITY INSTRUMENT") covering the
real property described in EXHIBIT "A" attached hereto and incorporated herein
and the buildings and improvements thereon (hereinafter collectively called the
"MORTGAGED PREMISES") securing the payment of a promissory note in the stated
principal amount of $_____________ payable to the order of Lender (the "NOTE");

         WHEREAS, Tenant is the tenant under a lease (hereinafter called the
"LEASE") dated ______________________, made by ____________________________, as
landlord (said landlord and its successors and assigns occupying the position of
landlord under the Lease hereinafter called "LANDLORD"), covering certain
properly (hereinafter called the "DEMISED PREMISES") consisting of a part or the
Mortgaged Premises; and

         WHEREAS, Tenant and Lender desire to confirm their understanding with
respect to the Lease and the Security Instrument;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, Lender and Tenant hereby agree and covenant as follows:

         1.       Subordination. The Lease now is, and shall at all times and
for all purposes continue to be, subject and subordinate, in each and every
respect, to the Security Instrument, with the provisions of the Security
Instrument controlling in all respects over the provisions of the Lease, it
being understood and agreed that the foregoing subordination shall apply to any
and all increases, renewals, modifications, extensions, substitutions,
replacements and/or consolidations of the Security Instrument, provided that any
and all such increases, renewals, modifications, extensions, substitutions,
replacements and/or consolidations shall nevertheless be subject to the terms of
this Agreement.

         2.       Non-Disturbance. So long as (i) Tenant is not in default
(beyond any applicable cure period that may be expressly set forth in the Lease)
in the payment of rent or additional rent or in the performance of any of the
other terms, covenants or conditions of the Lease on Tenant's part to be
performed, (ii) the Lease is in full force and effect according to its original
terms, or


                                      G-1
<PAGE>   58

with such amendments or modifications as Lender shall have approved, and (iii)
Tenant attorneys to Lender or a purchaser of the Mortgaged Premises as provided
in PARAGRAPH 3, then (a) Tenant's possession, occupancy, use and quiet enjoyment
of the Demised Premises under the Lease shall not be terminated, disturbed,
diminished or interfered with by Lender in the exercise of any of its rights
under the Security Instrument, and (b) Lender will not join Tenant as a party
defendant in any action or proceeding for the purpose of terminating Tenant's
interest and estate under the Lease because of any default under the Security
Instrument.

         3.       Attornment. If Lender shall become the owner of the Mortgaged
Premises, or the Mortgaged Premises shall be sold by reason of non-judicial or
judicial foreclosure or other proceedings brought to enforce the Security
Instrument, or the Mortgaged Premises shall be conveyed by deed in lieu of
foreclosure, then, in either such event, the Lease shall continue in full force
and effect as a direct Lease between Lender or other purchaser of the Mortgaged
Premises, who shall succeed to the rights and duties of Landlord, Tenant shall
attorn to Lender or such purchaser, as the case may be, upon any such occurrence
and shall recognize Lender or such purchaser, as the case may be, as the
Landlord under the Lease. Such attornment shall be effective and self-operative
without the execution of any further instrument on the part of any of the
parties hereto. Tenant agrees, however, to execute and deliver at any time and
from time to time, upon the request of Landlord or of any holder(s) of any of
the indebtedness or other obligations secured by the Security Instrument or any
such purchaser, any instrument or certificate which, in the sole reasonable
judgment of the requesting party, is necessary or appropriate, in connection
with any such foreclosure or deed in lieu of foreclosure or otherwise, to
evidence such attornment. Tenant hereby waives the provisions of any statute or
rule of law, now or hereafter in effect, which may give or purport to give
Tenant any right or election to terminate or otherwise adversely affect the
Lease and the obligations of Tenant thereunder as a result of any such
foreclosure or deed in lieu of foreclosure.

         4.       Obligations and Remedies. If Lender shall become the owner of
the Mortgaged Premises, or the Mortgaged Premises shall be sold by reason of
non-judicial or judicial foreclosure or other proceedings brought to enforce the
Security Instrument, or the Mortgaged Premises shall be conveyed by deed in lieu
of foreclosure, then, in either such event, Lender or other purchaser of the
Mortgaged Premises, as the case may be, shall have the same remedies by entry,
action or otherwise in the event of any default by Tenant (beyond any applicable
cure period that may be expressly set forth in the Lease) in the payment of rent
or additional rent or in the performance of any of the other terms, covenants
and conditions of the Lease on Tenant's part to be performed that Landlord had
or would have had if Lender or such purchaser had not succeeded to the interest
of Landlord. Upon attornment by Tenant as provided herein, Lender or such
purchaser shall be bound to Tenant under all the terms, covenants and conditions
of the Lease and Tenant shall have the same remedies against Lender or such
purchaser for the breach of an agreement contained in the Lease that Tenant
might have had under the Lease against Landlord if Lender or such purchaser had
not succeeded to the interest of Landlord; provided, however, that Lender or
such purchaser shall not be liable or bound to Tenant: (a) for any act or
omission of any prior Landlord (including Landlord); or (b) for any offsets or
defenses which Tenant might have against any prior landlord (including
Landlord); or (c) for or by any rent or additional rent which Tenant might have
paid for more than the current month to any prior


                                      G-2
<PAGE>   59

landlord (including Landlord); or (d) by any amendment or modification of the
Lease made without Lender's consent; or (e) for any security deposit, rental
deposit or similar deposit given by Tenant to a prior landlord (including
Landlord) unless such deposit is actually paid over to Lender or such purchaser
by the prior landlord; or (f) for any repairs or replacements to or required by
the Demised Premises or the Mortgaged Premises arising prior to the date Lender
or such purchaser takes possession of the Mortgaged Premises; or (g) for any
moving, relocation or refurbishment allowance or any construction of or payment
or allowance for tenant improvements to the Demised Premises or any part thereof
or to the Mortgaged Premises or any part thereof for the benefit or Tenant; or
(h) for the payment of any leasing commissions or other expenses for which any
prior landlord (including Landlord) incurred the obligation to pay; or (i) by
any notice given by Tenant to a prior landlord (including Landlord) unless a
copy thereof was also then given to Lender. The person or entity to whom Tenant
attorns shall be liable to Tenant under the Lease only for matters arising
during such person's or entity's period of ownership, and such liability shall
terminate upon the transfer by such person or entity of its interest in the
Lease and the Mortgaged Premises.

         5.       No Abridgment. Nothing herein contained is intended, nor shall
it be construed, to abridge or adversely affect any right or remedy of Landlord
under the Lease in the event of any default by Tenant (beyond any applicable
cure period that may be expressly set forth in the Lease) in the payment of rent
or additional rent or in the performance of any of the other terms. covenants or
conditions of the Lease on Tenant's part to be performed.

         6.       Notices of Default to Lender. Tenant agrees to give Lender:
(i) a copy or any default notice sent by Landlord under the Lease to Tenant or
by Tenant to Landlord; and (ii) written notice of any default under the Lease by
any party to the Lease upon Tenant's learning thereof.

         7.       Representations by Tenant. Tenant represents and warrants to
Lender that Tenant has validly executed the Lease: the Lease is valid, binding
and enforceable and is in full force and effect in accordance with its terms;
the Lease has not been amended except as stated herein; the term of the Lease
has commenced; Tenant has accepted possession of the Demised Premises and any
improvements required by the terms of the [lease have been completed to the
satisfaction of Tenant; no rent under the Lease has been paid more than thirty
(30) days in advance of its due date; there are no defaults existing under the
Lease; and Tenant, as of this date, has no charge, lien, counterclaim or claim
of offset under the Lease, or otherwise, against the rents or other charges due
or to become due under the Lease.

         8.       Rent Payment. If Lender shall become the owner of the
Mortgaged Premises, the Mortgaged Premises shall be sold by reason of
non-judicial or judicial foreclosure or other proceedings brought to enforce the
Security Instrument, or the Mortgaged Premises shall be conveyed by deed in lieu
of foreclosure, then, in any such event, Tenant shall pay all rents directly to
Lender or other purchaser of the Mortgaged Premises, as the case may be, in
accordance with the Lease immediately upon notice of Lender or such purchaser,
as the case may be, succeeding to Landlord's interest under the Lease. Tenant
further agrees to pay all rents directly to Lender immediately upon notice that
Lender is exercising its rights to such rents under


                                      G-3
<PAGE>   60

the Security Instrument or any other loan documents (including but not limited
to any Assignment of Leases and Rents) following a default by Landlord or other
applicable party. Tenant shall be under no obligation to ascertain whether a
default by Landlord has occurred under the Security Instrument or any other loan
documents. By executing the loan documents executed in connection with the Note,
Landlord has waived any right, claim or demand it may now or hereafter have
against Tenant by reason of such direct payment to Lender and has agreed that
such direct payment to Lender shall discharge all obligations of Tenant to make
such payment to Landlord.

         9.       Notice of Security Instrument. To the extent that the Lease
shall entitle Tenant to notice of any deed to secure debt or other security
instrument or agreement, this Agreement shall constitute such notice to the
Tenant with respect to the Security Instrument and to any and all other security
instruments or agreements which may hereafter be subject to the terms of this
Agreement.

         10.      Landlord Defaults. Tenant agrees with Lender that effective as
of the date of this Agreement: (i) Tenant shall not take any steps to terminate
the Lease for any default by Landlord or any succeeding owner of the Mortgaged
Premises until after giving Lender written notice of such default, stating the
nature of the default and giving Lender thirty (30) days from receipt of such
notice to effect cure of the same, or if cure cannot be effected within said
thirty (30) days due to the nature of the default, Lender shall have a
reasonable time to cure provided that it commences cure within said thirty (30)
day period of time and diligently carries such cure to completion; and (ii)
notice to Landlord under the Lease (oral or written) shall not constitute notice
to Lender.

         11.      No Amendment, Termination, Assignment, or Subletting of Lease.
Tenant agrees that Tenant's interest in and obligations under the Lease shall
not be altered, modified or terminated without the prior written consent of
Lender. Tenant further agrees that Tenant shall not assign the Lease or allow it
to be assigned in any manner or sublet the Demised Premises or any part thereof
without the prior written consent of Lender in any situation where Landlord's
consent to any such action is required under the Lease.

         12.      Notice. All notices, consents, demands, requests, documents,
or &her communications required or permitted hereunder (collectively, "NOTICES")
shall be deemed given, whether actually received or not, when dispatched for
local hand delivery or one (I) Business Day after deposited for delivery by air
or next-day express courier (with signed receipts) to the other party, or on the
second Business Day after deposit in the United States mail, postage prepaid,
certified, return receipt requested, except for notice of change of address
which shall be deemed given only upon actual receipt. The time period for any
action or response to any notice shall begin upon actual receipt of such notice
(with receipt of a facsimile copy not constituting receipt for purposes of
commencing any such period), with rejection or other refusal, or inability to
deliver, being deemed receipt. The addresses of the parties for notices shall be
the addresses set forth below, in this PARAGRAPH 12, or such other address
subsequently specified by such party in notices given pursuant to this
paragraph.


                                      G-4
<PAGE>   61

                  To Lender:
                                    ----------------------------------------
                                    ----------------------------------------
                                    Attention:
                                                ----------------------------

                  with a copy to:
                                    ----------------------------------------
                                    ----------------------------------------
                                    Attention:
                                                ----------------------------

                  To Tenant:
                                    ----------------------------------------
                                    ----------------------------------------
                                    Attention:
                                                ----------------------------

         13.      Modification. This Agreement may not be modified orally or in
any manner other than by an agreement in writing signed by the parties hereto or
their respective successors ill interest.

         14.      Successor Lender. The term "LENDER" as used throughout this
Agreement includes any successor or assign of Lender and any holder(s) of any
interest in the indebtedness secured by the Security Instrument.

         15.      Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the parties hereto, their successors and assigns,
and any purchaser or purchasers at foreclosure of the Mortgaged Premises, and
their respective successors and assigns.

         16.      Paragraph Headings. The paragraph headings contained in this
Agreement are for convenience only and shall in no way enlarge or limit the
scope or meaning of the various and several paragraphs hereof.

         17.      Gender and Number. Within this Agreement, words of any gender
shall be held and construed to include ally other gender, and words in the
singular number shall be held and construed to include the plural and words in
the plural number shall be held and construed to include the singular, unless
the context otherwise requires.

         18.      Applicable Law. This Agreement and the rights and duties of
the parties hereunder shall be governed by all purposes by the law of the state
of where the Mortgaged Premises is located and the law of the United States
applicable to transactions within such slate.

         IN WITNESS WHEREOF, the parties hereto have hereunto caused this
Agreement to be duly executed as of the day and year first above written.


                                      G-5
<PAGE>   62

Signed, sealed and delivered in the          LENDER:
presence of:


-------------------------------------        -----------------------------------
Unofficial Witness

                                             By:
                                                --------------------------------
[NOTARIAL SEAL]                                 Name:
                                                     ---------------------------
                                                Title:
                                                      --------------------------
My Commission Expires:
                                                     [BANK OR OTHER SEAL]

-------------------------------------

Signed, sealed and delivered in the          TENANT:
presence of:


-------------------------------------        -----------------------------------
Unofficial Witness

                                             By:
                                                --------------------------------
[NOTARIAL SEAL]                                 Name:
                                                     ---------------------------
                                                Title:
                                                      --------------------------
My Commission Expires:
                                                     [BANK OR OTHER SEAL]

-------------------------------------


                                      G-6
<PAGE>   63

                                   EXHIBIT "H"

                       FORM OF TENANT ESTOPPEL CERTIFICATE

                           TENANT ESTOPPEL CERTIFICATE

                                                                          [date]

-------------------------------------
-------------------------------------
-------------------------------------

         RE:      Lease Agreement dated _____________, _____ by and between
                  ___________________, as landlord, and _____________________,
                  as tenant ("TENANT"), with respect to certain premises located
                  in the property commonly referred to as
                  _______________________, Fulton County, Georgia

Gentlemen:

         In connection with the proposed [acquisition of]/[loan in the original
principal amount of approximately $____________ to be secured by] that certain
real property of which the premises demised under the Lease is a part, Tenant
hereby acknowledges that in connection with such [acquisition]/[loan] all of
landlord's right, title and interest in and to the Lease will be assigned to the
[buyer]/[lender], _______________________, or its successors or assigns.

         Tenant hereby certifies to the landlord under the Lease ("LANDLORD")
and to such [buyer]/[lender], and their respective successors and assigns,
that the following are tree and correct as of the date of this certificate:

         1.       A true and correct copy of the initial lease agreement and all
amendments, if any, thereto is attached to this certificate (which initial lease
agreement, together with such amendments, if any, are herein called the
"LEASE"). The Lease is in full force and effect and is the entire agreement
between Landlord and Tenant with respect to the premises and the property of
which the premises is a part, and the Lease has not otherwise been modified or
amended in any respect.

         2.       The undersigned is the tenant under the Lease, and the
premises consists of approximately _______________ rentable square feet. Tenant
has accepted possession of the entire premises and is currently occupying the
entire premises and has not assigned, pledged, hypothecated or otherwise
transferred any of its right, title or interest in or to the Lease, or sublet
any portion of the premises, except as follows: ___________________________. To
Tenant's knowledge, Landlord has not assigned, pledged, hypothecated or
otherwise transferred any of its fight, title or interest in or to the Lease.

         3.       The commencement date under the Lease occurred on
_____________, ____, and the term of the Lease is scheduled to expire on
_____________, ____, subject to earlier


                                       H-1
<PAGE>   64

termination by Landlord in accordance with the Lease and to any right of Tenant
to extend or renew such term as set forth in the next sentence. Tenant has no
right to extend or renew the initial term of the Lease, except as follows:
_________________________.

         4.       Tenant is obligated to pay the base rental and other payments
and charges (collectively, "RENT") provided for under the Lease, and Tenant has
no offset or abatement rights with respect to rent, except as may be expressly
set forth in the Lease, if any. The installment of base rental payable by Tenant
for the current month is in the amount of $__________, and Tenant has paid such
installment. The next installment of base rental payable by Tenant is in the
amount of $__________ and is payable on or before the first day of the month
following the date of this certificate. Tenant has not paid any rent more than
thirty days in advance of its due date. Pursuant to the Lease, tenant has paid a
security deposit to landlord in the amount of $__________, and Landlord does not
hold any other funds on behalf of Tenant or in Which Tenant has any interest.
Tenant's share, for purposes of operating costs, taxes, and other purposes set
forth in the Lease, is approximately %.

         5.       Except as may be expressly set forth in the Lease, if any,
Tenant has no right of first refusal or first offer, expansion right or any
other right to lease additional space from Landlord, no right to purchase any
portion of the project of which the premises is a part, and no right to cancel
or terminate the Lease or to surrender or reduce all or any portion of the
Premises.

         6.       Tenant and, to Tenant's knowledge, Landlord have fully and
completely performed and satisfied their respective duties and obligations under
the Lease required to be performed and satisfied on or before the date hereof.
As of the date hereof, neither Tenant, nor, to Tenant's knowledge, Landlord is
in default under the Lease, and, to Tenant's knowledge, no event, condition or
circumstance has occurred which, with the giving of notice or the lapse of time,
or both, would constitute a default by Tenant or Landlord under the Lease. To
Tenant's knowledge, Tenant has no claims, actions or causes of action against
Landlord and no defenses, counterclaims or setoffs against enforcement of the
Lease or any of the terms, covenants, and conditions thereof. All tenant
improvement allowances and other allowances or concessions payable by Landlord
have been paid or satisfied in full, and any obligation or duty of Landlord to
construct or install any tenant improvements or other work has been performed
and satisfied, except as follows: ____________________________.

         7.       Tenant is not subject to any bankruptcy, insolvency or similar
proceedings in any federal, state or other court or jurisdiction.

         The statements herein made shall be binding upon Tenant and its
successors and assigns, shall inure to the benefit of Landlord and the aforesaid
[buyer]/[lender], and their respective successors and assigns, and are made with
the understanding that Landlord and the aforesaid [buyer]/[lender], and their
respective successors and assigns, will rely hereon in connection with the
referenced [acquisition]/[loan]. The individual executing this certificate on
behalf of Tenant hereby represents and warrants that he or she has full right,
power and authority so to execute this certificate on behalf of Tenant.


                                      H-2
<PAGE>   65

                                             TENANT:


                                             -----------------------------------


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


                                      H-3