<PAGE>

                                                                   EXHIBIT 10.50

                           66 PERIMETER CENTER EAST
                               ATLANTA, GEORGIA



                            OFFICE LEASE AGREEMENT


                                    BETWEEN


      EOP-PERIMETER CENTER, L.L.C., a Delaware limited liability company
                                 ("LANDLORD")


                                      AND


                   INTERLIANT, INC., a Delaware corporation
                                  ("TENANT")
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<C>        <S>                                                        <C>
I.         Basic Lease Information....................................  1

II.        Lease Grant................................................  3

III.       Possession.................................................  3

IV.        Rent.......................................................  3

V.         Compliance with Laws; Use..................................  7

VI.        Security Deposit...........................................  7

VII.       Services to be Furnished by Landlord.......................  8

VIII.      Leasehold Improvements.....................................  8

IX.        Repairs and Alterations....................................  9

X.         Use of Electrical Services by Tenant....................... 10

XI.        Entry by Landlord.......................................... 11

XII.       Assignment and Subletting.................................. 11

XIII.      Liens...................................................... 12

XIV.       Indemnity and Waiver of Claims............................. 12

XV.        Insurance.................................................. 13

XVI.       Subrogation................................................ 13

XVII.      Casualty Damage............................................ 14

XVIII.     Condemnation............................................... 14

XIX.       Events of Default.......................................... 15

XX.        Remedies................................................... 15

XXI.       Limitation of Liability.................................... 16

XXII.      No Waiver.................................................. 16

XXIII.     Quiet Enjoyment............................................ 17

XXIV.      Relocation. [intentionally omitted]........................ 17

XXV.       Holding Over............................................... 17

XXVI.      Subordination to Mortgages; Estoppel Certificate........... 17

XXVII.     Attorneys' Fees............................................ 18

XXVIII.    Notice..................................................... 18

XXIX.      Excepted Rights............................................ 18

XXX.       Surrender of Premises...................................... 18

XXXI.      Miscellaneous.............................................. 19

XXXII.     Entire Agreement........................................... 20
</TABLE>
<PAGE>

                            OFFICE LEASE AGREEMENT

         THIS OFFICE LEASE AGREEMENT (the "Lease") is made and entered into as
of the 11th day of February, 2000, by and between EOP-PERIMETER CENTER, L.L.C.,
a Delaware limited liability company ("Landlord") and INTERLIANT, Inc., a
Delaware corporation ("Tenant").

I.       Basic Lease Information.

         A.       "Building" shall mean the building located at 66 Perimeter
                  Center East, Atlanta, Georgia, commonly known as 66 Perimeter
                  Center East.

         B.       "Rentable Square Footage of the Building" is deemed to be
                  173,475 square feet.

         C.       "Premises" shall mean the area shown on Exhibit A to this
                  Lease. The Premises are located on floor 8 and known as suite
                  number 800. The "Rentable Square Footage of the Premises" is
                  deemed to be 20,929 square feet. If the Premises include one
                  or more floors in their entirety, all corridors and restroom
                  facilities located on such full floor(s) shall be considered
                  part of the Premises. Landlord and Tenant stipulate and agree
                  that the Rentable Square Footage of the Building and the
                  Rentable Square Footage of the Premises are correct and shall
                  not be remeasured.

         D.       "Base Rent":

<TABLE>
<CAPTION>
                                   Approximate
                                    Annual Rate                Annual                    Monthly
          Period                 Per Square Foot*             Base Rent                 Base Rent
          ------                 ----------------             ---------                 ---------
      <S>                        <C>                         <C>                       <C>
      5/15/00-5/31/00                 $20.35                                           $35,492.10**
      6/01/00-5/31/01                 $20.35                 $425,905.20               $35,492.10
      6/01/01-5/31/02                 $20.96                 $438,671.88               $36,555.99
      6/01/02-5/31/03                 $21.59                 $451,857.12               $37,654.76
      6/01/03-5/31/04                 $22.24                 $465,460.92               $38,788.41
      6/01/04-5/31/05                 $22.90                 $479,274.12               $39,939.51
      6/01/05-4/30/06                 $23.59                 $493,715.16               $41,142.93
      5/01/06-5/14/06                 $23.59                                           $41,142.93
</TABLE>

         *Rounded to nearest cent
         **The monthly Base Rent for any partial calendar month at the beginning
         or ending of the Term shall be appropriately prorated to reflect such
         partial calendar month.

         E.       "Tenant's Pro Rata Share": 12.0646%

         F.       "Base Year" for Taxes: 2000; "Base Year" for Expenses: 2000.

         G.       "Term": The Term shall commence on May 15, 2000 (the
                  "Commencement Date") and, unless terminated early in
                  accordance with this Lease, end on May 14, 2006 (the
                  "Termination Date"). The occurrence of the Commencement Date
                  shall not be conditioned upon the performance of any work by
                  Landlord.

         H.       Tenant allowance: $256,380.25, as more fully described and
                  provided for in Section 7 of the Work Letter attached hereto
                  as Exhibit D.

         I.       "Security Deposit": $250,000, subject to decrease and increase
                  as hereinafter provided.

         J.       "Guarantor(s)": None.

         K.       "Broker(s)": The Wesley Company.

         L.       "Permitted Use": general office use.

                                       1
<PAGE>

         M.       "Notice Addresses":

                  Tenant:

                  On and after the Commencement Date, notices shall be sent to
                  Tenant at the Premises. Prior to the Commencement Date,
                  notices shall be sent to Tenant at the following address:

                  INTERLIANT, INC.
                  64 Perimeter Center East
                  Suite G-300
                  Atlanta, Georgia 30346
                  Phone #:___________________________
                  Fax #:_____________________________

                  In both cases with a copy to:

                  INTERLIANT, INC.
                  2 Manhattanville Road
                  Purchase, NY 10577
                  Attn: General Counsel
<TABLE>
<CAPTION>

                  Landlord:                      With a copy to:
                  <S>                              <C>
                  EOP-PERIMETER CENTER, L.L.C.     Equity Office Properties
                  c/o Equity Office Properties     Two North Riverside Plaza
                  70 Perimeter Center East         Suite 2200
                  Suite 7016                       Chicago, Illinois 60606
                  Atlanta, Georgia 30346           Attention: Regional Counsel
                  Attention:   Property Manager,    - Southeast
                               Group II
</TABLE>

             Rent (defined in Section IV.A) is payable to the order of Equity
             Office Properties at the following address:

             EOP OPERATING LIMITED PARTNERSHIP
             as agent for EOP-PERIMETER CENTER, L.L.C.-GROUP II
             P.O. Box 931648
             Atlanta, Georgia 31193-1648

         N.  "Business Day(s)" are Monday through Friday of each week, exclusive
             of New Year's Day, Memorial Day, Independence Day, Labor Day,
             Thanksgiving Day and Christmas Day ("Holidays"). Landlord may
             designate additional Holidays, provided that the additional
             Holidays are commonly recognized by other office buildings in the
             area where the Building is located.

         O.  [intentionally omitted]

         P.  "Law(s)" means all applicable statutes, codes, ordinances, orders,
             rules and regulations of any municipal or governmental entity.

         Q.  "Normal Business Hours" for the Building are 8:00 A.M. to 6:00 P.M.
             on Business Days and 8:00 A.M. to 1:00 P.M. on Saturdays.
             Notwithstanding the foregoing Normal Business Hours, subject to
             Landlord's rules, regulations and procedures for after-hours access
             to the Building, Tenant shall have twenty-four (24) hours per day
             365 days per year access to the Premises.

         R.  "Property" means the Building and the parcel(s) of land on which it
             is located and, at Landlord's discretion, the Building garage and
             other improvements serving the Building, if any, and the parcel(s)
             of land on which they are located.

                                       2
<PAGE>

II.      Lease Grant.

         Landlord leases the Premises to Tenant and Tenant leases the Premises
from Landlord, together with the right in common with others to use any portions
of the Property that are designated by Landlord for the common use of tenants
and others, such as sidewalks, unreserved parking areas, common corridors,
elevator foyers, restrooms, vending areas and lobby areas (the "Common Areas").

III.     Possession.

         A.  Upon execution and delivery of this Lease by both Landlord and
             Tenant, Landlord shall deliver possession of the Premises to Tenant
             for the sole purpose of Tenant performing improvements or
             installing furniture, equipment or other personal property therein
             in accordance with the terms and conditions of this Lease.

         B.  Subject to Landlord's obligations under Section IX.B., the Premises
             are accepted by Tenant in "as is" condition and configuration. By
             taking possession of the Premises, Tenant agrees that the Premises
             are in good order and satisfactory condition, and that there are no
             representations or warranties by Landlord regarding the condition
             of the Premises or the Building. The Commencement Date shall be
             postponed until the date Landlord delivers possession of the
             Premises to Tenant free from occupancy by any party, and the
             Termination Date, at the option of Landlord, may be postponed by an
             equal number of days.

         C.  If Tenant takes possession of the Premises before the Commencement
             Date, such possession shall be subject to the terms and conditions
             of this Lease and Tenant shall pay Rent (defined in Section IV.A.)
             to Landlord for each day of possession before the Commencement
             Date. However, except for the cost of services requested by Tenant
             (e.g. freight elevator usage), Tenant shall not be required to pay
             Rent for any days of possession before the Commencement Date during
             which Tenant, with the approval of Landlord, is in possession of
             the Premises for the sole purpose of performing improvements or
             installing furniture, equipment or other personal property.

IV.      Rent.

         A.  Payments. As consideration for this Lease, Tenant shall pay
             --------
             Landlord, without any setoff or deduction, the total amount of Base
             Rent and Additional Rent due for the Term. "Additional Rent" means
             all sums (exclusive of Base Rent) that Tenant is required to pay
             Landlord. Additional Rent and Base Rent are sometimes collectively
             referred to as "Rent." Tenant shall pay and be liable for all
             rental, sales and use taxes (but excluding income taxes), if any,
             imposed upon or measured by Rent under applicable Law. Base Rent
             and recurring monthly charges of Additional Rent shall be due and
             payable in advance on the first day of each calendar month without
             notice or demand, provided that the installment of Base Rent for
             the first full calendar month of the Term shall be payable upon the
             execution of this Lease by Tenant. All other items of Rent shall be
             due and payable by Tenant on or before 30 days after billing by
             Landlord. All payments of Rent shall be by good and sufficient
             check or by other means (such as automatic debit or electronic
             transfer) acceptable to Landlord. If Tenant fails to pay any item
             or installment of Rent when due, Tenant shall pay Landlord an
             administration fee equal to 5% of the past due Rent, provided that
             Tenant shall be entitled to a grace period of 7 days for the first
             2 late payments of Rent in a given calendar year. If the Term
             commences on a day other than the first day of a calendar month or
             terminates on a day other than the last day of a calendar month,
             the monthly Base Rent and Tenant's Pro Rata Share of any Tax Excess
             (defined in Section IV.B.) or Expense Excess (defined in Section
             IV.B.) for the month shall be prorated based on the number of days
             in such calendar month. Landlord's acceptance of less than the
             correct amount of Rent shall be considered a payment on account of
             the earliest Rent due. No endorsement or statement on a check or
             letter accompanying a check or payment shall be considered an
             accord and satisfaction, and either party may accept the check or
             payment without prejudice to that party's right to recover the
             balance or pursue other available remedies. Tenant's covenant to
             pay Rent is independent of every other covenant in this Lease.

                                       3
<PAGE>

         B.  Expense Excess and Tax Excess. Tenant shall pay Tenant's Pro Rata
             -----------------------------
             Share of the amount, if any, by which Expenses (defined in Section
             IV.C.) for each calendar year during the Term exceed Expenses for
             the Base Year (the "Expense Excess") and also the amount, if any,
             by which Taxes (defined in Section IV.D.) for each calendar year
             during the Term exceed Taxes for the Base Year (the "Tax Excess").
             If Expenses and/or Taxes in any calendar year decrease below the
             amount of Expenses and/or Taxes for the Base Year, Tenant's Pro
             Rata Share of Expenses and/or Taxes, as the case may be, for that
             calendar year shall be $0. Landlord shall provide Tenant with a
             good faith estimate of the Expense Excess and of the Tax Excess for
             each calendar year during the Term. On or before the first day of
             each month, Tenant shall pay to Landlord a monthly installment
             equal to one-twelfth of Tenant's Pro Rata Share of Landlord's
             estimate of the Expense Excess and one-twelfth of Tenant's Pro Rata
             Share of Landlord's estimate of the Tax Excess. If Landlord
             determines that its good faith estimate of the Expense Excess or of
             the Tax Excess was incorrect by a material amount, Landlord may
             provide Tenant with a revised estimate. After its receipt of the
             revised estimate, Tenant's monthly payments shall be based upon the
             revised estimate. If Landlord does not provide Tenant with an
             estimate of the Expense Excess or of the Tax Excess by January 1 of
             a calendar year, Tenant shall continue to pay monthly installments
             based on the previous year's estimate(s) until Landlord provides
             Tenant with the new estimate. Upon delivery of the new estimate, an
             adjustment shall be made for any month for which Tenant paid
             monthly installments based on the previous year's estimate(s).
             Tenant shall pay Landlord the amount of any underpayment within 30
             days after receipt of the new estimate. Any overpayment shall be
             refunded to Tenant within 30 days or credited against the next due
             future installment(s) of Additional Rent.

             As soon as is practical following the end of each calendar year,
             Landlord shall furnish Tenant with a statement of the actual
             Expenses and Expense Excess and the actual Taxes and Tax Excess for
             the prior calendar year. If the estimated Expense Excess and/or
             estimated Tax Excess for the prior calendar year is more than the
             actual Expense Excess and/or actual Tax Excess, as the case may be,
             for the prior calendar year, Landlord shall apply any overpayment
             by Tenant against Additional Rent due or next becoming due,
             provided if the Term expires before the determination of the
             overpayment, Landlord shall refund any overpayment to Tenant after
             first deducting the amount of Rent due. If the estimated Expense
             Excess and/or estimated Tax Excess for the prior calendar year is
             less than the actual Expense Excess and/or actual Tax Excess, as
             the case may be, for such prior year, Tenant shall pay Landlord,
             within 30 days after its receipt of the statement of Expenses
             and/or Taxes, any underpayment for the prior calendar year.

         C.  Expenses  Defined.  "Expenses"  means all costs and expenses
             -----------------
             incurred in each calendar year in connection with operating,
             maintaining, repairing, and managing the Building and the Property,
             including, but not limited to:

             1.   Labor costs, including, wages, salaries, social security and
                  employment taxes, medical and other types of insurance,
                  uniforms, training, and retirement and pension plans.

             2.   Management fees, the cost of equipping and maintaining a
                  management office, accounting and bookkeeping services, legal
                  fees not attributable to leasing or collection activity, and
                  other administrative costs. Landlord, by itself or through an
                  affiliate, shall have the right to directly perform or provide
                  any services under this Lease (including management services),
                  provided that the cost of any such services shall not exceed
                  the cost that would have been incurred had Landlord entered
                  into an arms-length contract for such services with an
                  unaffiliated entity of comparable skill and experience.

             3.   The cost of services, including amounts paid to service
                  providers and the rental and purchase cost of parts, supplies,
                  tools and equipment, to the extent reasonably allocable to the
                  Building and Property.

             4.   Premiums and deductibles paid by Landlord for insurance,
                  including workers compensation, fire and extended coverage,
                  earthquake, general liability, rental loss,

                                       4
<PAGE>

                  elevator, boiler and other insurance customarily carried from
                  time to time by owners of comparable office buildings.

             5.   Electrical Costs (defined below) and charges for water, gas,
                  steam and sewer, but excluding those charges for which
                  Landlord is reimbursed by tenants. "Electrical Costs" means:
                  (a) charges paid by Landlord for electricity; (b) costs
                  incurred in connection with an energy management program for
                  the Property; and (c) if and to the extent permitted by Law, a
                  fee for the services provided by Landlord in connection with
                  the selection of utility companies and the negotiation and
                  administration of contracts for electricity, provided that
                  such fee shall not exceed 50% of any savings obtained by
                  Landlord. Electrical Costs shall be adjusted as follows: (i)
                  amounts received by Landlord as reimbursement for above
                  standard electrical consumption shall be deducted from
                  Electrical Costs; (ii) the cost of electricity incurred to
                  provide overtime HVAC to specific tenants (as reasonably
                  estimated by Landlord) shall be deducted from Electrical
                  Costs; and (iii) if Tenant is billed directly for the cost of
                  building standard electricity to the Premises as a separate
                  charge in addition to Base Rent, the cost of electricity to
                  individual tenant spaces in the Building shall be deducted
                  from Electrical Costs.

             6.   The amortized cost of capital improvements (as distinguished
                  from replacement parts or components installed in the ordinary
                  course of business) made to the Property which are: (a)
                  performed primarily to reduce operating expense costs or
                  otherwise improve the operating efficiency of the Property; or
                  (b) required to comply with any Laws that are enacted, or
                  first interpreted to apply to the Property, after the date of
                  this Lease. The cost of capital improvements shall be
                  amortized by Landlord over the Payback Period (defined below).
                  The amortized cost of capital improvements may, at Landlord's
                  option, include actual or imputed interest at the rate that
                  Landlord would reasonably be required to pay to finance the
                  cost of the capital improvement. "Payback Period" means the
                  useful life of the capital improvement as reasonably estimated
                  by Landlord, but in no event longer than ten (10) years.

             If Landlord incurs Expenses for the Property together with one or
             more other buildings or properties, whether pursuant to a
             reciprocal easement agreement, common area agreement or otherwise,
             the shared costs and expenses shall be equitably prorated and
             apportioned between the Property and the other buildings or
             properties. Expenses shall not include: the cost of capital
             improvements (except as set forth above); depreciation; interest
             (except as provided above for the amortization of capital
             improvements); principal payments of mortgage and other
             non-operating debts of Landlord; the cost of repairs or other work
             to the extent Landlord is reimbursed by insurance or condemnation
             proceeds; costs in connection with leasing space in the Building,
             including brokerage commissions; lease concessions, including
             rental abatements and construction allowances, granted to specific
             tenants; costs incurred in connection with the sale, financing or
             refinancing of the Building; fines, interest and penalties incurred
             due to the late payment of Taxes (defined in Section IV.D) or
             Expenses; organizational expenses associated with the creation and
             operation of the entity which constitutes Landlord; any penalties
             or damages that Landlord pays to Tenant under this Lease or to
             other tenants in the Building under their respective leases;
             overhead and profit increment paid to subsidiaries or other
             affiliates of Landlord for services on or to the Property, Building
             and/or Premises to the extent only that the costs of such services
             exceed the competitive cost for such services rendered by persons
             or entities of similar skill, competence and experience; or the
             cost of correcting any existing (as of the date of this Lease)
             violations of any existing Laws applicable to the Property. If the
             Building is not at least 95% occupied during any calendar year or
             if Landlord is not supplying services to at least 95% of the total
             Rentable Square Footage of the Building at any time during a
             calendar year, Expenses shall, at Landlord's option, be determined
             as if the Building had been 95% occupied and Landlord had been
             supplying services to 95% of the Rentable Square Footage of the
             Building during that calendar year. If Tenant pays for its Pro Rata
             Share of Expenses based on increases over a "Base Year" and
             Expenses for a calendar year are determined as provided in the
             prior sentence, Expenses for the Base Year shall also be determined
             as if the Building had been 95% occupied and Landlord had been
             supplying services to 95% of the Rentable Square Footage of the
             Building. The extrapolation of Expenses under this Section shall be
             performed by appropriately

                                       5
<PAGE>

             adjusting the cost of those components of Expenses that are
             impacted by changes in the occupancy of the Building.

         D.  Taxes Defined. "Taxes" shall mean: (1) all real estate taxes and
             -------------
             other assessments on the Building and/or Property, including, but
             not limited to, assessments for special improvement districts and
             building improvement districts, taxes and assessments levied in
             substitution or supplementation in whole or in part of any such
             taxes and assessments and the Property's share of any real estate
             taxes and assessments under any reciprocal easement agreement,
             common area agreement or similar agreement as to the Property; (2)
             all personal property taxes for property that is owned by Landlord
             and used in connection with the operation, maintenance and repair
             of the Property; and (3) all costs and fees incurred in connection
             with seeking reductions in any tax liabilities described in (1) and
             (2), including, without limitation, any costs incurred by Landlord
             for compliance, review and appeal of tax liabilities. Without
             limitation, Taxes shall not include any income, capital levy,
             franchise, capital stock, gift, estate or inheritance tax. If an
             assessment is payable in installments, Taxes for the year shall
             include the amount of the installment and any interest due and
             payable during that year. For all other real estate taxes, Taxes
             for that year shall, at Landlord's election, include either the
             amount accrued, assessed or otherwise imposed for the year or the
             amount due and payable for that year, provided that Landlord's
             election shall be applied consistently throughout the Term. If a
             change in Taxes is obtained for any year of the Term during which
             Tenant paid Tenant's Pro Rata Share of any Tax Excess, then Taxes
             for that year will be retroactively adjusted and Landlord shall
             promptly provide Tenant with a credit, if any, based on the
             adjustment. Likewise, if a change is obtained for Taxes for the
             Base Year, Taxes for the Base Year shall be restated and the Tax
             Excess for all subsequent years shall be recomputed. Tenant shall
             pay Landlord the amount of Tenant's Pro Rata Share of any such
             increase in the Tax Excess within 30 days after Tenant's receipt of
             a statement from Landlord.

         E.  Audit Rights. Tenant may, within 90 days after receiving Landlord's
             ------------
             statement of Expenses, give Landlord written notice ("Review
             Notice") that Tenant intends to review Landlord's records of the
             Expenses for that calendar year. Within a reasonable time after
             receipt of the Review Notice, Landlord shall make all pertinent
             records available for inspection that are reasonably necessary for
             Tenant to conduct its review. Such pertinent records shall be made
             available either at the office of the Building or at another
             location in the metropolitan Atlanta, Georgia, area selected by
             Landlord. If Tenant retains an agent to review Landlord's records,
             the agent must be with a licensed CPA firm. Tenant shall be solely
             responsible for all costs, expenses and fees incurred for the
             audit. Within 60 days after the records are made available to
             Tenant, Tenant shall have the right to give Landlord written notice
             (an "Objection Notice") stating in reasonable detail any objection
             to Landlord's statement of Expenses for that year. If Tenant fails
             to give Landlord an Objection Notice within the 60 day period or
             fails to provide Landlord with a Review Notice within the 90 day
             period described above, Tenant shall be deemed to have approved
             Landlord's statement of Expenses and shall be barred from raising
             any claims regarding the Expenses for that year. If Tenant provides
             Landlord with a timely Objection Notice, Landlord and Tenant shall
             work together in good faith to resolve any issues raised in
             Tenant's Objection Notice. If Landlord and Tenant determine that
             Expenses for the calendar year are less than reported, Landlord
             shall promptly provide Tenant with a credit against the next
             installment of Rent in the amount of the overpayment by Tenant.
             Likewise, if Landlord and Tenant determine that Expenses for the
             calendar year are greater than reported, Tenant shall pay Landlord
             the amount of any underpayment within 30 days. In addition, if
             Landlord and Tenant determine that Expenses for the year in
             question were less than stated by five percent (5%) or more,
             Landlord, within thirty (30) days after its receipt of paid
             invoices therefor from Tenant, shall reimburse Tenant for any
             reasonable amounts paid by Tenant to third parties in connection
             with such review by Tenant. The records obtained by Tenant shall be
             treated as confidential; provided, however, that the foregoing
             shall not prohibit disclosure of such records in connection with
             any litigation between Landlord and Tenant regarding Expenses. In
             no event shall Tenant be permitted to examine Landlord's records or
             to dispute any statement of Expenses unless Tenant has paid and
             continues to pay all Rent when due.

                                       6
<PAGE>

V.       Compliance with Laws; Use.

         The Premises shall be used only for the Permitted Use and for no other
use whatsoever. Tenant shall not use or permit the use of the Premises for any
purpose which is illegal, dangerous to persons or property or which, in
Landlord's reasonable opinion, unreasonably disturbs any other tenants of the
Building or interferes with the operation of the Building. Tenant shall comply
with all Laws, including the Americans with Disabilities Act, regarding the
operation of Tenant's business and the use, condition, configuration and
occupancy of the Premises. Landlord shall be responsible for correcting any
violations of applicable building, fire or life saftey codes in the Common Areas
of the Building, including, without limitation, requirements of Title III of the
Americans With Disabilities Act. Notwithstanding the foregoing, Expenses shall
not include the cost of correcting existing (as of the date of this Lease) the
violations of Laws applicable to the Property. Additionally, notwithstanding the
foregoing, Landlord shall have the right to contest any alleged violation in
good faith, including, without limitation, the right to apply for and obtain a
waiver or deferment of compliance, the right to assert any and all defenses
allowed by law and the right to appeal any decisions, judgments or rulings to
the fullest extent permitted by law. Landlord, after the exhaustion of any and
all rights to appeal or contest, will make all repairs, additions, alterations
or improvements necessary to comply with the terms of any final order or
judgment. Tenant, within 10 days after receipt, shall provide Landlord with
copies of any notices it receives regarding a violation or alleged violation of
any Laws. Tenant shall comply with the rules and regulations of the Building
attached as Exhibit B and such other reasonable rules and regulations adopted by
Landlord from time to time for the Building. Tenant shall also cause its agents,
contractors, subcontractors, employees, customers, and subtenants to comply with
all rules and regulations. Landlord shall not knowingly discriminate against
Tenant in Landlord's enforcement of the rules and regulations.

VI.      Security Deposit.

         The Security Deposit shall be delivered to Landlord upon the execution
of this Lease by Tenant and shall be held by Landlord without liability for
interest (unless required by Law) as security for the performance of Tenant's
obligations. The Security Deposit is not an advance payment of Rent or a measure
of Tenant's liability for damages. Landlord may, from time to time, without
prejudice to any other remedy, use all or a portion of the Security Deposit to
satisfy past due Rent or to cure any uncured default by Tenant. If Landlord uses
the Security Deposit, Tenant shall within five (5) days after demand restore the
Security Deposit to its original amount. Landlord shall return any unapplied
portion of the Security Deposit to Tenant within 30 days after the later to
occur of: (1) the determination of Tenant's Pro Rata Share of any Tax Excess and
Expense Excess for the final year of the Term (Landlord shall, however, retain
only a portion of the Security Deposit equal to Landlord's good faith estimate
of any unreconciled Expenses as of the expiration or earlier termination of this
Lease); (2) the date Tenant surrenders possession of the Premises to Landlord in
accordance with this Lease; or (3) the Termination Date. If Landlord transfers
its interest in the Premises, Landlord shall assign the Security Deposit to, or
otherwise credit, the transferee and, following the assignment or credit,
Landlord shall have no further liability for the return of the Security Deposit.
Landlord shall not be required to keep the Security Deposit separate from its
other accounts. The Letter of Credit is subject to increase as provided under
Section I.C. of the Workletter attached hereto as Exhibit D.

         The Security Deposit may be in the form of an irrevocable letter of
credit (the "Letter of Credit"), which Letter of Credit shall: (a) be in the
amount of $250,000.00; (b) be issued on the form attached hereto as Exhibit F;
(c) name Landlord as its beneficiary; (d) be drawn on an FDIC insured financial
institution satisfactory to the Landlord; and (e) expire no earlier than sixty
(60) days after the Termination Date of this Lease. Notwithstanding anything
herein to the contrary, provided Tenant is not in default under this Lease as of
the effective date of any reduction of the Security Deposit, and has not been in
monetary or material non-monetary default for the twelve (12) consecutive month
period prior to such effective date, Tenant shall have the right to reduce the
amount of the Security Deposit (i.e., the Letter of Credit) to be as follows:
(i) $200,000.00 effective as of the first (1st) anniversary of the Commencement
Date; (ii) $150,000.00 effective as of the second (2nd) anniversary of the
Commencement Date; (iii) $100,000.00 effective as of the third (3rd) anniversary
of the Commencement Date; and (iv) $50,000.00 effective as of the fourth (4th)
anniversary of the Commencement Date. Such reduction shall be accomplished by
having Tenant provide Landlord with a substitute letter of credit in the reduced
amount.

                                       7
<PAGE>

VII.     Services to be Furnished by Landlord.

         A.  Landlord agrees to furnish Tenant with the following services: (1)
             Water service for use in the lavatories on each floor on which the
             Premises are located and for the kitchen pantry area located in the
             Premises as approved and constructed under the Workletter; (2) Heat
             and air conditioning in season during Normal Business Hours, at
             such temperatures and in such amounts as are standard for
             comparable buildings or as required by governmental authority.
             Tenant, upon such advance notice as is reasonably required by
             Landlord, shall have the right to receive HVAC service during hours
             other than Normal Business Hours. Tenant shall pay Landlord the
             standard charge for the additional service as reasonably determined
             by Landlord from time to time. As of the date hereof, Landlord's
             charge for after hours HVAC service is $28.68 per hour per floor;
             (3) Maintenance and repair of the Property as described in Section
             IX.B.; (4) Janitor service on Business Days, which janitor services
             shall be consistent with services provided in other similar class
             buildings in the Perimeter Center area in Atlanta, Georgia. If
             Tenant's use, floor covering or other improvements require special
             janitorial services in excess of the standard services for the
             Building, Tenant shall pay the additional cost attributable to the
             special services; (5) Elevator service; (6) Electricity to the
             Premises for general office use, in accordance with and subject to
             the terms and conditions in Article X; and (7) such other services
             as Landlord reasonably determines are necessary or appropriate for
             the Property.

         B.  Landlord's failure to furnish, or any interruption or termination
             of, services due to the application of Laws, the failure of any
             equipment, the performance of repairs, improvements or alterations,
             or the occurrence of any event or cause beyond the reasonable
             control of Landlord (a "Service Failure") shall not render Landlord
             liable to Tenant, constitute a constructive eviction of Tenant,
             give rise to an abatement of Rent, nor relieve Tenant from the
             obligation to fulfill any covenant or agreement. However, if the
             Premises, or a material portion of the Premises, is made
             untenantable for a period in excess of 3 consecutive Business Days
             as a result of the Service Failure, then Tenant, as its sole
             remedy, shall be entitled to receive an abatement of Rent payable
             hereunder during the period beginning on the 4th consecutive
             Business Day of the Service Failure and ending on the day the
             service has been restored. If the entire Premises has not been
             rendered untenantable by the Service Failure, the amount of
             abatement that Tenant is entitled to receive shall be prorated
             based upon the percentage of the Premises rendered untenantable and
             not used by Tenant. In no event, however, shall Landlord be liable
             to Tenant for any loss or damage, including the theft of Tenant's
             Property (defined in Article XV), arising out of or in connection
             with the failure of any security services, personnel or equipment.

VIII.    Leasehold Improvements.

         All improvements to the Premises (collectively, "Leasehold
Improvements") shall be owned by Landlord and shall remain upon the Premises
without compensation to Tenant. However, Landlord, by written notice to Tenant
within 30 days prior to the Termination Date, may require Tenant to remove, at
Tenant's expense: (1) Cable (defined in Section IX.A) installed by or for the
exclusive benefit of Tenant and located in the Premises or other portions of the
Building; and (2) any Leasehold Improvements that are performed by or for the
benefit of Tenant and, in Landlord's reasonable judgment, are of a nature that
would require removal and repair costs that are materially in excess of the
removal and repair costs associated with standard office improvements
(collectively referred to as "Required Removables"). Without limitation, it is
agreed that Required Removables include internal stairways, raised floors,
personal baths and showers, vaults, rolling file systems and structural
alterations and modifications of any type. Notwithstanding the foregoing, Tenant
may request in writing at the time it submits its plans and specifications for
Leasehold Improvements, that Landlord advise Tenant whether Landlord will
require Tenant to remove, at the termination of this Lease or Tenant's right to
possession hereunder, such Leasehold Improvements, or any particular portion
thereof, and Landlord shall advise Tenant within ten (10) days after receipt of
Tenant's request as to whether Landlord will require removal; provided, however,
Landlord shall have the right to require Tenant to remove any vault or stairway
installed in the Premises, regardless of whether Landlord timely notified Tenant
that it would require such removal; provided further, however, in any event
Tenant shall remove any raised floor installed in the Premises.

         The Required Removables designated by Landlord shall be removed by
Tenant before the Termination Date, provided that upon prior written notice to
Landlord, Tenant may remain in the

                                       8
<PAGE>

Premises for up to 5 days after the Termination Date for the sole purpose of
removing the Required Removables, but in no event shall any such holdover in the
Premises constitute or create a tenancy-at-will under existing applicable law.
Tenant's possession of the Premises shall be subject to all of the terms and
conditions of this Lease, including the obligation to pay Rent on a per diem
basis at the rate in effect for the last month of the Term. Tenant shall repair
damage caused by the installation or removal of Required Removables. If Tenant
fails to remove any Required Removables or perform related repairs in a timely
manner, Landlord, at Tenant's expense, may remove and dispose of the Required
Removables and perform the required repairs. Tenant, within 30 days after
receipt of an invoice, shall reimburse Landlord for the reasonable costs
incurred by Landlord.

IX.      Repairs and Alterations.

         A.  Tenant's Repair Obligations. Tenant shall, at its sole cost and
             ---------------------------
             expense, promptly perform all maintenance and repairs to the
             Premises that are not Landlord's express responsibility under this
             Lease, and shall keep the Premises in good condition and repair,
             reasonable wear and tear excepted. Tenant's repair obligations
             include, without limitation, repairs to: (1) floor covering; (2)
             interior partitions; (3) doors; (4) the interior side of demising
             walls; (5) electronic, phone and data cabling and related equipment
             (collectively, "Cable") that is installed by or for the exclusive
             benefit of Tenant and located in the Premises or other portions of
             the Building; (6) supplemental air conditioning units, private
             showers and kitchens, including hot water heaters, plumbing, and
             similar facilities serving Tenant exclusively; and (7) Alterations
             performed by contractors retained by Tenant, including related HVAC
             balancing. Tenant shall not be responsible for any structural
             alterations or repairs to the Premises, unless such structural
             alterations or repairs are required as a result of any use of the
             Premises by Tenant other than the Permitted Use, caused by the
             negligence or wilful misconduct of Tenant or breach of this Lease
             by Tenant, required under Section V above or required as a result
             of any Leasehold Improvements under Section VIII above. All work
             shall be performed in accordance with the rules and procedures
             described in Section IX.C. below. If Tenant fails to make any
             repairs to the Premises for more than 15 days after notice from
             Landlord (although notice shall not be required if there is an
             emergency), Landlord may make the repairs, and Tenant shall pay the
             reasonable cost of the repairs to Landlord within 30 days after
             receipt of an invoice, together with an administrative charge in an
             amount equal to 10% of the cost of the repairs.

         B.  Landlord's Repair Obligations. Landlord shall keep and maintain in
             -----------------------------
             good repair and working order and make repairs to and perform
             maintenance upon: (1) structural elements of the Building; (2)
             mechanical (including HVAC), electrical, plumbing and fire/life
             safety systems serving the Building in general; (3) Common Areas
             (including, without limitation, the Parking Areas); (4) the roof of
             the Building; (5) exterior windows of the Building; and (6)
             elevators serving the Building. Landlord shall promptly make
             repairs (considering the nature and urgency of the repair) for
             which Landlord is responsible.

         C.  Alterations. Tenant shall not make alterations, additions or
             -----------
             improvements to the Premises or install any Cable in the Premises
             or other portions of the Building (collectively referred to as
             "Alterations") without first obtaining the written consent of
             Landlord in each instance, which consent shall not be unreasonably
             withheld, conditioned or delayed. However, Landlord's consent shall
             not be required for any Alteration that satisfies all of the
             following criteria (a "Cosmetic Alteration"): (1) is of a cosmetic
             nature such as painting, wallpapering, hanging pictures and
             installing carpeting; (2) is not visible from the exterior of the
             Premises or Building; (3) will not affect the systems or structure
             of the Building; and (4) does not require work to be performed
             inside the walls or above the ceiling of the Premises. However,
             even though consent is not required, the performance of Cosmetic
             Alterations shall be subject to all the other provisions of this
             Section IX.C. Prior to starting work, Tenant shall furnish Landlord
             with plans and specifications reasonably acceptable to Landlord;
             names of contractors reasonably acceptable to Landlord (provided
             that Landlord may designate specific contractors with respect to
             Building systems); copies of contracts; necessary permits and
             approvals; evidence of contractor's and subcontractor's insurance
             in amounts reasonably required by Landlord; and any security for
             performance that is reasonably required by Landlord. Changes to the
             plans and specifications must also be submitted

                                       9
<PAGE>

             to Landlord for its approval. Alterations shall be constructed in a
             good and workmanlike manner using materials of a quality that is at
             least equal to the quality designated by Landlord as the minimum
             standard for the Building. Landlord may designate reasonable rules,
             regulations and procedures for the performance of work in the
             Building and, to the extent reasonably necessary to avoid
             disruption to the occupants of the Building, shall have the right
             to designate the time when Alterations may be performed. Tenant
             shall reimburse Landlord within 30 days after receipt of an invoice
             for sums paid by Landlord for third party examination of Tenant's
             plans for non-Cosmetic Alterations. In addition, within 30 days
             after receipt of an invoice from Landlord, Tenant shall pay
             Landlord a fee for Landlord's oversight and coordination of any
             non-Cosmetic Alterations equal to 4% of the cost of the non-
             Cosmetic Alterations. Landlord and Tenant acknowledge and agree
             that the foregoing 4% fee is not applicable to the Initial
             Alterations in the Premises contemplated by the Workletter, but,
             instead, as more fully provided under the Workletter, Tenant shall
             pay Landlord a fixed fee of $7,500.00 in connection with such
             Initial Alterations. Upon completion, Tenant shall furnish "as-
             built" plans (except for Cosmetic Alterations), completion
             affidavits, full and final waivers of lien and receipted bills
             covering all labor and materials. Tenant shall assure that the
             Alterations comply with all insurance requirements and Laws.
             Landlord's approval of an Alteration shall not be a representation
             by Landlord that the Alteration complies with applicable Laws or
             will be adequate for Tenant's use.

X.       Use of Electrical Services by Tenant.

         A.  Electricity used by Tenant in the Premises shall, at Landlord's
             option, be paid for by Tenant either: (1) through inclusion in
             Expenses (except as provided in Section X.B. for excess usage); (2)
             by a separate charge payable by Tenant to Landlord within 30 days
             after billing by Landlord; or (3) by separate charge billed by the
             applicable utility company and payable directly by Tenant.
             Electrical service to the Premises may be furnished by one or more
             companies providing electrical generation, transmission and
             distribution services, and the cost of electricity may consist of
             several different components or separate charges for such services,
             such as generation, distribution and stranded cost charges.
             Landlord shall have the exclusive right to select any company
             providing electrical service to the Premises, to aggregate the
             electrical service for the Property and Premises with other
             buildings, to purchase electricity through a broker and/or buyers
             group and to change the providers and manner of purchasing
             electricity. Landlord shall be entitled to receive a fee (if
             permitted by Law) for the selection of utility companies and the
             negotiation and administration of contracts for electricity,
             provided that the amount of such fee shall not exceed 50% of any
             savings obtained by Landlord.

         B.  Tenant's use of electrical service shall not exceed, either in
             voltage, rated capacity, use beyond Normal Business Hours or
             overall load, that which Landlord deems to be standard for the
             Building. For purposes hereof, the electrical "standard" for the
             Building is: (a) a design load of 3.5 watts per square foot of net
             usable floor area for all building standard overhead lighting
             located within the Premises which requires a voltage of 277/480
             volts; and (b) a connected load of 1.45 watts per square foot of
             net usable area for receptacles and incandescent lighting within
             the Premises which requires a voltage of 120/208 volts single phase
             or less. If Tenant requests permission to consume excess electrical
             service, Landlord may refuse to consent or may condition consent
             upon conditions that Landlord reasonably elects (including, without
             limitation, the installation of utility service upgrades, meters,
             submeters, air handlers or cooling units), and the additional usage
             (to the extent permitted by Law), installation and maintenance
             costs shall be paid by Tenant. Without limiting the generality of
             the effect of the foregoing, all supplemental heating, ventilating
             and air conditioning units in the Premises shall be separately
             metered by Tenant, at Tenant's cost, and Tenant shall be
             responsible for the cost of all energy consumed by such
             supplemental units. The rate charged by Landlord for the additional
             usage shall not exceed that which would be charged by Georgia Power
             Company, or its successors, if Tenant were a direct retail customer
             thereof, based upon the tariffs on file with the Georgia Public
             Service Commission. Landlord shall have the right to separately
             meter electrical usage for the Premises and to measure electrical
             usage by survey or other commonly accepted methods.

                                       10
<PAGE>

XI.      Entry by Landlord.

         Landlord, its agents, contractors and representatives may enter the
Premises to inspect or show the Premises, to clean and make repairs, alterations
or additions to the Premises, and to conduct or facilitate repairs, alterations
or additions to any portion of the Building, including other tenants' premises.
Except in emergencies or to provide janitorial and other Building services after
Normal Business Hours, Landlord shall provide Tenant with reasonable prior
notice of entry into the Premises, which may be given orally to the entity
occupying the Premises. If reasonably necessary for the protection and safety of
Tenant and its employees, Landlord shall have the right to temporarily close all
or a portion of the Premises to perform repairs, alterations and additions.
However, except in emergencies, Landlord will not close the Premises if the work
can reasonably be completed on weekends and after Normal Business Hours. Entry
by Landlord shall not constitute constructive eviction or entitle Tenant to an
abatement or reduction of Rent.

XII.     Assignment and Subletting.

         A.  Except in connection with a Permitted Transfer (defined in Section
             XII.E. below), Tenant shall not assign, sublease, transfer or
             encumber any interest in this Lease or allow any third party to use
             any portion of the Premises (collectively or individually, a
             "Transfer") without the prior written consent of Landlord, which
             consent shall not be unreasonably withheld if Landlord does not
             elect to exercise its termination rights under Section XII.B below.
             Without limitation, it is agreed that Landlord's consent shall not
             be considered unreasonably withheld if: (1) the proposed
             transferee's financial condition does not meet the criteria
             Landlord uses to select Building tenants having similar leasehold
             obligations; (2) the proposed transferee's business is not suitable
             for the Building considering the business of the other tenants and
             the Building's prestige, or would result in a violation of another
             tenant's rights; (3) the proposed transferee is a governmental
             agency or occupant of the Building; (4) Tenant is in default after
             the expiration of the notice and cure periods in this Lease; or (5)
             any portion of the Building or Premises would likely become subject
             to additional or different Laws as a consequence of the proposed
             Transfer. Tenant shall not be entitled to receive monetary damages
             based upon a claim that Landlord unreasonably withheld its consent
             to a proposed Transfer and Tenant's sole remedy shall be an action
             to enforce any such provision through specific performance or
             declaratory judgment. Any attempted Transfer in violation of this
             Article shall, at Landlord's option, be void. Consent by Landlord
             to one or more Transfer(s) shall not operate as a waiver of
             Landlord's rights to approve any subsequent Transfers. In no event
             shall any Transfer or Permitted Transfer release or relieve Tenant
             from any obligation under this Lease.

         B.  As part of its request for Landlord's consent to a Transfer, Tenant
             shall provide Landlord with financial statements for the proposed
             transferee, a complete copy of the proposed assignment, sublease
             and other contractual documents and such other information as
             Landlord may reasonably request. Landlord shall, by written notice
             to Tenant within 30 days of its receipt of the required information
             and documentation, either: (1) consent to the Transfer by the
             execution of a consent agreement in a form reasonably designated by
             Landlord or reasonably refuse to consent to the Transfer in
             writing; or (2) exercise its right to terminate this Lease with
             respect to the portion of the Premises that Tenant is proposing to
             assign or sublet. Any such termination shall be effective on the
             proposed effective date of the Transfer for which Tenant requested
             consent. Notwithstanding the foregoing, Tenant, within five (5)
             days after receipt of Landlord's notice of intent to terminate, may
             withdraw its request for consent to the Transfer. In such event,
             Landlord's election to terminate the Lease shall be null and void
             and of no force and effect. Tenant shall pay Landlord a review fee
             of $750.00 for Landlord's review of any Permitted Transfer or
             requested Transfer.

         C.  Tenant shall pay Landlord 50% of all rent and other consideration
             which Tenant receives as a result of a Transfer that is in excess
             of the Rent payable to Landlord for the portion of the Premises and
             Term covered by the Transfer. Tenant shall pay Landlord for
             Landlord's share of any excess within 30 days after Tenant's
             receipt of such excess consideration. Tenant may deduct from the
             excess all reasonable and customary expenses directly incurred by
             Tenant attributable to the Transfer (other than Landlord's review
             fee), including brokerage fees, legal fees and construction costs.
             If Tenant is in Monetary Default (defined in Section XIX.A. below),
             Landlord may require that all

                                       11
<PAGE>

             sublease payments be made directly to Landlord, in which case
             Tenant shall receive a credit against Rent in the amount of any
             payments received (less Landlord's share of any excess). However,
             by accepting any such payments directly from the subtenant, whether
             as a result of the foregoing or otherwise, Landlord does not waive
             any claims against the Tenant hereunder or release Tenant from any
             obligations under this Lease, nor recognize the subtenant as the
             tenant under the Lease.

         D.  Except as provided below with respect to a Permitted Transfer, if
             Tenant is a corporation, limited liability company, partnership, or
             similar entity, and if the entity which owns or controls a majority
             of the voting shares/rights at any time changes for any reason
             (including but not limited to a merger, consolidation or
             reorganization), such change of ownership or control shall
             constitute a Transfer. The foregoing shall not apply so long as
             Tenant is an entity whose outstanding stock is listed on a
             recognized security exchange, or if at least 80% of its voting
             stock is owned by another entity, the voting stock of which is so
             listed.

         E.  Tenant may assign its entire interest under this Lease to (1) a
             successor to Tenant by purchase, merger, consolidation or
             reorganization, or (2) a parent, subsidiary or affiliate of Tenant,
             without the consent of Landlord (a "Permitted Transfer"), provided
             that all of the following conditions are satisfied: (a) Tenant is
             not in monetary or material non-monetary default under this Lease;
             (b) with respect to a Permitted Transfer under (1) above, Tenant's
             successor shall own all or substantially all of the capital stock
             or assets of Tenant; (c) Tenant's successor shall have a net worth
             which is at least equal to the greater of Tenant's net worth at the
             date of this Lease or Tenant's net worth as of the day prior to the
             proposed purchase, merger, consolidation or reorganization; (d) the
             proposed use by the transferee of any Permitted Transfer is a
             Permitted Use; and (e) Tenant shall give Landlord written notice no
             later than 10 days after the effective date of the Permitted
             Transfer. Tenant's notice to Landlord shall include information and
             documentation showing that each of the above conditions has been
             satisfied. If requested by Landlord, Tenant's successor shall sign
             a commercially reasonable form of assumption agreement. As used
             herein: (a) "parent" shall mean a company which owns a majority of
             Tenant's voting equity; (b) "subsidiary" shall mean an entity
             wholly owned by Tenant or at least fifty-one percent (51%) of whose
             voting equity is owned by Tenant; and (c) "affiliate" shall mean an
             entity controlled, controlling or under common control with Tenant.

XIII.    Liens.

         Tenant shall not permit mechanic's or other liens to be placed upon the
Property, Premises or Tenant's leasehold interest in connection with any work or
service done or purportedly done by or for benefit of Tenant or Tenant's
subtenant. If a lien is so placed, Tenant shall, within 30 days after the date
Tenant becomes aware of the filing of the lien or within 30 days of notice from
Landlord of the filing of the lien, whichever is first, fully discharge the lien
by settling the claim which resulted in the lien or by bonding or insuring over
the lien in the manner prescribed by the applicable lien Law. Unless Landlord
gave Tenant notice of the lien, Tenant shall promptly give Landlord notice of
the lien after becoming aware of same. If Tenant fails to discharge the lien,
then, in addition to any other right or remedy of Landlord, Landlord may bond or
insure over the lien or otherwise discharge the lien. Tenant shall reimburse
Landlord for any amount paid by Landlord to bond or insure over the lien or
discharge the lien, including, without limitation, reasonable attorneys' fees
(if and to the extent permitted by Law) within 30 days after receipt of an
invoice from Landlord.

XIV.     Indemnity and Waiver of Claims.

         A.  Except to the extent caused by the negligence or willful misconduct
             of Landlord or any Landlord Related Parties (defined below) and
             except to the extent caused by Landlord's failure to satisfy its
             maintenance and repair obligations under Section IX.B above, Tenant
             shall indemnify, defend and hold Landlord, its trustees, members,
             principals, beneficiaries, partners, officers, directors,
             employees, Mortgagee(s) (defined in Article XXVI) and agents
             ("Landlord Related Parties") harmless against and from all
             liabilities, obligations, damages, penalties, claims, actions,
             costs, charges and expenses, including, without limitation,
             reasonable attorneys' fees and other professional fees (if and to
             the extent permitted by Law), which may be imposed upon, incurred
             by or

                                       12
<PAGE>

             asserted against Landlord or any of the Landlord Related Parties
             and arising out of or in connection with any damage or injury
             occurring in the Premises or any acts or omissions (including
             violations of Law) of Tenant, the Tenant Related Parties (defined
             below) or any of Tenant's transferees, contractors or licensees.

         B.  Except to the extent caused by the negligence or willful misconduct
             of Tenant or any Tenant Related Parties (defined below), Landlord
             shall indemnify, defend and hold Tenant, its trustees, members,
             principals, beneficiaries, partners, officers, directors, employees
             and agents ("Tenant Related Parties") harmless against and from all
             liabilities, obligations, damages, penalties, claims, actions,
             costs, charges and expenses, including, without limitation,
             reasonable attorneys' fees and other professional fees (if and to
             the extent permitted by Law), which may be imposed upon, incurred
             by or asserted against Tenant or any of the Tenant Related Parties
             and arising out of or in connection with the acts or omissions
             (including violations of Law) of Landlord, the Landlord Related
             Parties or any of Landlord's contractors.

         C.  Landlord and the Landlord Related Parties shall not be liable for,
             and Tenant waives, all claims for loss or damage to Tenant's
             business or loss, theft or damage to Tenant's Property or the
             property of any person claiming by, through or under Tenant
             resulting from: (1) wind or weather; (2) the failure of any
             sprinkler, heating or air-conditioning equipment, any electric
             wiring or any gas, water or steam pipes; (3) the backing up of any
             sewer pipe or downspout; (4) the bursting, leaking or running of
             any tank, water closet, drain or other pipe; (5) water, snow or ice
             upon or coming through the roof, skylight, stairs, doorways,
             windows, walks or any other place upon or near the Building; (6)
             any act or omission of any party other than Landlord or Landlord
             Related Parties; and (7) any causes not reasonably within the
             control of Landlord. Tenant shall insure itself against such losses
             under Article XV below.

         D   Notwithstanding the foregoing, in the event of a conflict between
             the terms of this Article XIV and the terms of Article XVII below,
             in the event of fire or other casualty, the terms of Article XVII
             below shall control.

XV.      Insurance.

         Tenant shall carry and maintain the following insurance ("Tenant's
Insurance"), at its sole cost and expense: (1) Commercial General Liability
Insurance applicable to the Premises and its appurtenances providing, on an
occurrence basis, a minimum combined single limit of $2,000,000.00; (2) All Risk
Property/Business Interruption Insurance, including flood and earthquake,
written at replacement cost value and with a replacement cost endorsement
covering all of Tenant's trade fixtures, equipment, furniture and other personal
property within the Premises ("Tenant's Property"); (3) Workers' Compensation
Insurance as required by the state in which the Premises is located and in
amounts as may be required by applicable statute; and (4) Employers Liability
Coverage of at least $1,000,000.00 per occurrence. Any company writing any of
Tenant's Insurance shall have an A.M. Best rating of not less than A-VIII. All
Commercial General Liability Insurance policies shall name Tenant as a named
insured and Landlord (or any successor), Equity Office Properties Trust, a
Maryland real estate investment trust, EOP Operating Limited Partnership, a
Delaware limited partnership, and their respective members, principals,
beneficiaries, partners, officers, directors, employees, agents, and other
designees of Landlord (including Metropolitan Life Insurance Company, as
mortgagee), as the interest of such designees shall appear, as additional
insureds. All policies of Tenant's Insurance shall contain endorsements that the
insurer(s) shall give Landlord and its designees at least 30 days' advance
written notice of any change, cancellation, termination or lapse of insurance.
Tenant shall provide Landlord with a certificate of insurance evidencing
Tenant's Insurance prior to the earlier to occur of the Commencement Date or the
date Tenant is provided with possession of the Premises for any reason, and upon
renewals at least 15 days prior to the expiration of the insurance coverage.
Landlord shall maintain so called All Risk property insurance on the Building at
replacement cost value, as reasonably estimated by Landlord. Except as
specifically provided to the contrary, the limits of either party's' insurance
shall not limit such party's liability under this Lease.

XVI.     Subrogation.

         Notwithstanding anything in this Lease to the contrary, Landlord and
Tenant hereby waive and shall cause their respective insurance carriers to waive
any and all rights of recovery, claim,

                                       13
<PAGE>

actions or causes of action arising out of the negligence of Landlord or any
Landlord Related Parties or the negligence of Tenant or any Tenant Related
Parties, which loss or damage is (or would have been, had the insurance required
by this Lease been carried) covered by insurance.

XVII.    Casualty Damage.

         A.  If all or any part of the Premises is damaged by fire or other
             casualty, Tenant shall immediately notify Landlord in writing.
             During any period of time that all or a material portion of the
             Premises is rendered untenantable as a result of a fire or other
             casualty, the Rent shall abate for the portion of the Premises that
             is untenantable and not used by Tenant. Landlord shall have the
             right to terminate this Lease if: (1) the Building shall be damaged
             so that, in Landlord's reasonable judgment, substantial alteration
             or reconstruction of the Building shall be required (whether or not
             the Premises has been damaged); (2) Landlord is not permitted by
             Law to rebuild the Building in substantially the same form as
             existed before the fire or casualty; (3) the Premises have been
             materially damaged and there is less than 2 years of the Term
             remaining on the date of the casualty; (4) any Mortgagee requires
             that the insurance proceeds be applied to the payment of the
             mortgage debt; or (5) a material uninsured loss to the Building
             occurs. Landlord may exercise its right to terminate this Lease by
             notifying Tenant in writing within 60 days after the date of the
             casualty. If Landlord does not terminate this Lease, Landlord shall
             commence and proceed with reasonable diligence to repair and
             restore the Building and the Leasehold Improvements (excluding any
             Alterations that were performed by Tenant in violation of this
             Lease). However, in no event shall Landlord be required to spend
             more than the insurance proceeds received by Landlord. Landlord
             shall not be liable for any loss or damage to Tenant's Property or
             to the business of Tenant resulting in any way from the fire or
             other casualty or from the repair and restoration of the damage.
             Landlord and Tenant hereby waive the provisions of any Law relating
             to the matters addressed in this Article, and agree that their
             respective rights for damage to or destruction of the Premises
             shall be those specifically provided in this Lease.

         B.  If all or any portion of the Premises shall be made untenantable by
             fire or other casualty, Landlord shall, with reasonable promptness,
             cause an architect or general contractor selected by Landlord to
             provide Landlord and Tenant with a written estimate of the amount
             of time required to substantially complete the repair and
             restoration of the Premises and make the Premises tenantable again,
             using standard working methods ("Completion Estimate"). If the
             Completion Estimate indicates that the Premises cannot be made
             tenantable within 270 days from the date of the casualty, then
             regardless of anything in Section XVII.A above to the contrary,
             either party shall have the right to terminate this Lease by giving
             written notice to the other of such election within 10 days after
             receipt of the Completion Estimate. Tenant, however, shall not have
             the right to terminate this Lease if the fire or casualty was
             caused by the negligence or intentional misconduct of Tenant,
             Tenant Related Parties or any of Tenant's transferees, contractors
             or licensees. In addition to the foregoing rights to terminate,
             Tenant shall have the right to terminate this Lease if: (1) a
             substantial portion of the Premises has been damaged by fire or
             other casualty and such damage cannot reasonably be repaired within
             sixty (60) days after the date of such fire or other casualty; (2)
             there is less than one (1) year of the Term remaining on the date
             of such casualty; (3) the casualty was not caused by the negligence
             ro willful misconduct of Tenant or its agents, employees or
             contractors; and (4) Tenant provides Landlord with written notice
             of its intent to terminate within thirty (30) days after the date
             of the fire or other casualty.

XVIII.   Condemnation.

         Either party may terminate this Lease if the whole or any material part
of the Premises shall be taken or condemned for any public or quasi-public use
under Law, by eminent domain or private purchase in lieu thereof (a "Taking").
Landlord shall also have the right to terminate this Lease if there is a Taking
of any portion of the Building or Property which would leave the remainder of
the

                                       14
<PAGE>

Building unsuitable for use as an office building in a manner comparable to
the Building's use prior to the Taking. In order to exercise its right to
terminate the Lease, Landlord or Tenant, as the case may be, must provide
written notice of termination to the other within 45 days after the terminating
party first receives notice of the Taking. Any such termination shall be
effective as of the date the physical taking of the Premises or the portion of
the Building or Property occurs. If this Lease is not terminated, the Rentable
Square Footage of the Building, the Rentable Square Footage of the Premises and
Tenant's Pro Rata Share shall, if applicable, be appropriately adjusted. In
addition, Rent for any portion of the Premises taken or condemned shall be
abated during the unexpired Term of this Lease effective when the physical
taking of the portion of the Premises occurs. All compensation awarded for a
Taking, or sale proceeds, shall be the property of Landlord, any right to
receive compensation or proceeds being expressly waived by Tenant. However,
Tenant may file a separate claim at its sole cost and expense for Tenant's
Property and Tenant's reasonable relocation expenses, provided the filing of the
claim does not diminish the award which would otherwise be receivable by
Landlord.

XIX.     Events of Default.

         Tenant shall be considered to be in default of this Lease upon the
occurrence of any of the following events of default:

         A.  Tenant's failure to pay when due all or any portion of the Rent, if
             the failure continues for 5 days after written notice to Tenant
             ("Monetary Default").

         B.  Tenant's failure (other than a Monetary Default) to comply with any
             term, provision or covenant of this Lease, if the failure is not
             cured within 20 days after written notice to Tenant. However, if
             Tenant's failure to comply cannot reasonably be cured within 20
             days, Tenant shall be allowed additional time (not to exceed 120
             days) as is reasonably necessary to cure the failure so long as:
             (1) Tenant commences to cure the failure within 20 days, and (2)
             Tenant diligently pursues a course of action that will cure the
             failure and bring Tenant back into compliance with the Lease.
             However, if Tenant's failure to comply creates a hazardous
             condition, the failure must be cured immediately upon notice to
             Tenant. In addition, if Landlord provides Tenant with notice of
             Tenant's failure to comply with any particular term, provision or
             covenant of the Lease on 3 occasions during any 12 month period,
             Tenant's subsequent violation of such term, provision or covenant
             shall, at Landlord's option, be an incurable event of default by
             Tenant.

         C.  Tenant or any Guarantor becomes insolvent, makes a transfer in
             fraud of creditors or makes an assignment for the benefit of
             creditors, or admits in writing its inability to pay its debts when
             due.

         D.  The leasehold estate is taken by process or operation of Law.

         E.  In the case of any ground floor or retail Tenant, Tenant does not
             take possession of, or abandons or vacates all or any portion of
             the Premises.

         F.  Tenant is in default beyond any notice and cure period under any
             other lease or agreement with Landlord, including, without
             limitation, any lease or agreement for parking.

XX.      Remedies.

         A.  Upon any default, Landlord shall have the right without notice or
             demand (except as provided in Article XIX) to pursue any of its
             rights and remedies at Law or in equity, including any one or more
             of the following remedies:

             1. Terminate this Lease, in which case Tenant shall immediately
                surrender the Premises to Landlord. If Tenant fails to surrender
                the Premises, Landlord may, in compliance with applicable Law
                and without prejudice to any other right or remedy, enter upon
                and take possession of the Premises and expel and remove Tenant,
                Tenant's Property and any party occupying all or any part of the
                Premises. Tenant shall pay Landlord on demand the amount of all
                past due Rent and other losses and damages which Landlord may
                suffer as a result of Tenant's default, whether by Landlord's
                inability to relet the Premises on satisfactory terms or
                otherwise,

                                       15
<PAGE>

                including, without limitation, all Costs of Reletting
                (defined below) and any deficiency that may arise from reletting
                or the failure to relet the Premises. "Costs of Reletting" shall
                include all costs and expenses incurred by Landlord in reletting
                or attempting to relet the Premises, including, without
                limitation, reasonable legal fees, brokerage commissions, the
                cost of alterations and the value of other concessions or
                allowances granted to a new tenant.

             2. Terminate Tenant's right to possession of the Premises and, in
                compliance with applicable Law, expel and remove Tenant,
                Tenant's Property and any parties occupying all or any part of
                the Premises. Landlord may (but shall not be obligated to) relet
                all or any part of the Premises, without notice to Tenant, for a
                term that may be greater or less than the balance of the Term
                and on such conditions (which may include concessions, free rent
                and alterations of the Premises) and for such uses as Landlord
                in its absolute discretion shall determine. Landlord may collect
                and receive all rents and other income from the reletting.
                Tenant shall pay Landlord on demand all past due Rent, all Costs
                of Reletting and any deficiency arising from the reletting or
                failure to relet the Premises. Landlord shall not be responsible
                or liable for the failure to relet all or any part of the
                Premises or for the failure to collect any Rent. The re-entry or
                taking of possession of the Premises shall not be construed as
                an election by Landlord to terminate this Lease unless a written
                notice of termination is given to Tenant.

             3. In lieu of calculating damages under Sections XX.A.1 or XX.A.2
                above, Landlord may elect to receive as damages the sum of (a)
                all Rent accrued through the date of termination of this Lease
                or Tenant's right to possession, and (b) an amount equal to the
                total Rent that Tenant would have been required to pay for the
                remainder of the Term discounted to present value at the Prime
                Rate (defined in Section XX.B. below) then in effect, minus the
                then present fair rental value of the Premises for the remainder
                of the Term, similarly discounted, after deducting all
                anticipated Costs of Reletting.

         B.  Unless expressly provided otherwise in this Lease, the repossession
             or re-entering of all or any part of the Premises shall not relieve
             Tenant of its liabilities and obligations under the Lease. No right
             or remedy of Landlord shall be exclusive of any other right or
             remedy. Each right and remedy shall be cumulative and in addition
             to any other right and remedy now or subsequently available to
             Landlord at Law or in equity. If Landlord declares Tenant to be in
             default, Landlord shall be entitled to receive interest on any
             unpaid item of Rent at a rate equal to the Prime Rate plus 4% per
             annum. For purposes hereof, the "Prime Rate" shall be the per annum
             interest rate publicly announced as its prime or base rate by a
             federally insured bank selected by Landlord in the state in which
             the Building is located. Forbearance by Landlord to enforce one or
             more remedies shall not constitute a waiver of any default.

XXI.     Limitation of Liability.

         NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE
LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) TO TENANT SHALL BE LIMITED
TO THE INTEREST OF LANDLORD IN THE PROPERTY. TENANT SHALL LOOK SOLELY TO
LANDLORD'S INTEREST IN THE PROPERTY FOR THE RECOVERY OF ANY JUDGMENT OR AWARD
AGAINST LANDLORD. NEITHER LANDLORD NOR ANY LANDLORD RELATED PARTY SHALL BE
PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY. BEFORE FILING SUIT FOR AN
ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD AND THE MORTGAGEE(S)
(DEFINED IN ARTICLE XXVI BELOW) WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES
(DEFINED IN ARTICLE XXVI BELOW) ON THE PROPERTY, BUILDING OR PREMISES, NOTICE
AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT.

XXII.    No Waiver.

         Either party's failure to declare a default immediately upon its
occurrence, or delay in taking action for a default shall not constitute a
waiver of the default, nor shall it constitute an estoppel. Either party's
failure to enforce its rights

                                       16
<PAGE>

for a default shall not constitute a waiver of its rights regarding any
subsequent default. Receipt by Landlord of Tenant's keys to the Premises shall
not constitute an acceptance or surrender of the Premises.

XXIII.   Quiet Enjoyment.

         Tenant shall, and may peacefully have, hold and enjoy the Premises,
subject to the terms of this Lease, provided Tenant pays the Rent and fully
performs all of its covenants and agreements. This covenant and all other
covenants of Landlord shall be binding upon Landlord and its successors only
during its or their respective periods of ownership of the Building, and shall
not be a personal covenant of Landlord or the Landlord Related Parties.

XXIV.    Relocation.  [intentionally omitted]

XXV.     Holding Over.

         Except for any permitted occupancy by Tenant under Article VIII, if
Tenant fails to surrender the Premises at the expiration or earlier termination
of this Lease, occupancy of the Premises after the termination or expiration
shall be that of a tenancy at sufferance. Tenant's occupancy of the Premises
during the holdover shall be subject to all the terms and provisions of this
Lease and Tenant shall pay an amount (on a per month basis without reduction for
partial months during the holdover) equal to 150% of the greater of: (1) the sum
of the Base Rent and Additional Rent due for the period immediately preceding
the holdover; or (2) the fair market gross rental for the Premises as reasonably
determined by Landlord. No holdover by Tenant or payment by Tenant after the
expiration or early termination of this Lease shall be construed to extend the
Term, to create a tenancy-at-will under applicable law, or prevent Landlord from
immediate recovery of possession of the Premises by summary proceedings or
otherwise. In addition to the payment of the amounts provided above, if Landlord
is unable to deliver possession of the Premises to a new tenant, or to perform
improvements for a new tenant, as a result of Tenant's holdover and Tenant fails
to vacate the Premises within thirty (30) days after Landlord notifies Tenant of
Landlord's inability to deliver possession, or perform improvements, Tenant
shall be liable to Landlord for all damages, including, without limitation,
consequential damages, that Landlord suffers from the holdover.

XXVI.    Subordination to Mortgages; Estoppel Certificate.

         A.  Subject to Landlord's obligations under Section XXVI.B below,
             Tenant accepts this Lease subject and subordinate to any
             mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now
             or subsequently arising upon the Premises, the Building or the
             Property, and to renewals, modifications, refinancings and
             extensions thereof (collectively referred to as a "Mortgage"). The
             party having the benefit of a Mortgage shall be referred to as a
             "Mortgagee." This clause shall be self-operative, but upon request
             from a Mortgagee, Tenant shall execute a commercially reasonable
             subordination agreement in favor of the Mortgagee. In lieu of
             having the Mortgage be superior to this Lease, a Mortgagee shall
             have the right at any time to subordinate its Mortgage to this
             Lease. If requested by a successor-in-interest to all or a part of
             Landlord's interest in the Lease, Tenant shall, without charge,
             attorn to the successor-in-interest. Landlord and Tenant shall
             each, within 10 days after receipt of a written request from the
             other, execute and deliver an estoppel certificate to those parties
             as are reasonably requested by the other (including a Mortgagee or
             prospective purchaser). The estoppel certificate shall include a
             statement certifying that this Lease is unmodified (except as
             identified in the estoppel certificate) and in full force and
             effect, describing the dates to which Rent and other charges have
             been paid, representing that, to such party's actual knowledge,
             there is no default (or stating the nature of the alleged default)
             and indicating other matters with respect to the Lease that may
             reasonably be requested.

         B.  Landlord will use reasonable efforts to obtain a non-disturbance,
             subordination and attornment agreement in favor of Tenant from the
             current and any future Mortgagee on such Mortgagee's then current
             standard form of agreement. Landlord's failure to obtain a
             non-disturbance, subordination and attornment agreement for Tenant
             from the current or any future Mortgagee shall have no effect on
             the rights, obligations and liabilities of Landlord and Tenant or
             be considered to be a default by Landlord hereunder.

                                       17
<PAGE>

XXVII.   Attorneys' Fees.

         If either party institutes a suit against the other for violation of or
to enforce any covenant or condition of this Lease, or if either party
intervenes in any suit in which the other is a party to enforce or protect its
interest or rights, the prevailing party shall be entitled to all of its costs
and expenses, including, without limitation, reasonable attorneys' fees.

XXVIII.  Notice.

         If a demand, request, approval, consent or notice (collectively
referred to as a "notice") shall or may be given to either party by the other,
the notice shall be in writing and delivered by hand or sent by registered or
certified mail with return receipt requested, or sent by overnight or same day
courier service at the party's respective Notice Address(es) set forth in
Article I, except that if Tenant has vacated the Premises (or if the Notice
Address for Tenant is other than the Premises, and Tenant has vacated such
address) without providing Landlord a new Notice Address, Landlord may serve
notice in any manner described in this Article or in any other manner permitted
by Law. Each notice shall be deemed to have been received or given on the
earlier to occur of actual delivery (which, in the case of hand delivery, may be
deemed "actually delivered" by posting same on the exterior door of the Premises
or Landlord's management office, as the case may be) or the date on which
delivery is refused, or, if Tenant has vacated the Premises or the other Notice
Address of Tenant without providing a new Notice Address, three (3) days after
notice is deposited in the U.S. mail or with a courier service in the manner
described above. Either party may, at any time, change its Notice Address by
giving the other party written notice of the new address in the manner described
in this Article.

XXIX.    Excepted Rights.

         This Lease does not grant any rights to light or air over or about the
Building. Landlord excepts and reserves exclusively to itself the use of: (1)
roofs, (2) telephone, electrical and janitorial closets, (3) equipment rooms,
Building risers or similar areas that are used by Landlord for the provision of
Building services, (4) rights to the land and improvements below the floor of
the Premises, (5) the improvements and air rights above the Premises, (6) the
improvements and air rights outside the demising walls of the Premises, and (7)
the areas within the Premises used for the installation of utility lines and
other installations serving occupants of the Building. Landlord has the right to
change the Building's name or address. Landlord also has the right to make such
other changes to the Property and Building as Landlord deems appropriate,
provided the changes do not materially affect Tenant's ability to use the
Premises for the Permitted Use. Landlord shall also have the right (but not the
obligation) to temporarily close the Building if Landlord reasonably determines
that there is an imminent danger of significant damage to the Building or of
personal injury to Landlord's employees or the occupants of the Building. The
circumstances under which Landlord may temporarily close the Building shall
include, without limitation, electrical interruptions, hurricanes and civil
disturbances. A closure of the Building under such circumstances shall not
constitute a constructive eviction nor entitle Tenant to an abatement or
reduction of Rent.

XXX.     Surrender of Premises.

         At the expiration or earlier termination of this Lease or Tenant's
right of possession, Tenant shall remove Tenant's Property (defined in Article
XV) from the Premises, and quit and surrender the Premises to Landlord, broom
clean, and in good order, condition and repair, ordinary wear and tear excepted.
Tenant shall also be required to remove the Required Removables in accordance
with Article VIII. If Tenant fails to remove any of Tenant's Property within 2
days after the termination of this Lease or of Tenant's right to possession,
Landlord, at Tenant's sole cost and expense, shall be entitled (but not
obligated) to remove and store Tenant's Property without liability to Landlord.
Landlord shall not be responsible for the value, preservation or safekeeping of
Tenant's Property. Tenant shall pay Landlord, upon demand, the expenses and
storage charges incurred for Tenant's Property. In addition, if Tenant fails to
remove Tenant's Property from the Premises or storage, as the case may be,
within 30 days after written notice, Landlord may deem all or any part of
Tenant's Property to be abandoned, and title to Tenant's Property shall be
deemed to be immediately vested in Landlord.

                                       18
<PAGE>

XXXI.    Miscellaneous.

         A.  This Lease and the rights and obligations of the parties shall be
             interpreted, construed and enforced in accordance with the Laws of
             the state in which the Building is located and Landlord and Tenant
             hereby irrevocably consent to the jurisdiction and proper venue of
             such state. If any term or provision of this Lease shall to any
             extent be invalid or unenforceable, the remainder of this Lease
             shall not be affected, and each provision of this Lease shall be
             valid and enforced to the fullest extent permitted by Law. The
             headings and titles to the Articles and Sections of this Lease are
             for convenience only and shall have no effect on the interpretation
             of any part of the Lease.

         B.  Tenant shall not record this Lease or any memorandum without
             Landlord's prior written consent.

         C.  Landlord and Tenant hereby waive any right to trial by jury in any
             proceeding based upon a breach of this Lease.

         D.  Whenever a period of time is prescribed for the taking of an action
             by Landlord or Tenant, the period of time for the performance of
             such action shall be extended by the number of days that the
             performance is actually delayed due to strikes, acts of God,
             shortages of labor or materials, war, civil disturbances and other
             causes beyond the reasonable control of the performing party
             ("Force Majeure"). However, events of Force Majeure shall not
             extend any period of time for the payment of Rent or other sums
             payable by either party or any period of time for the written
             exercise of an option or right by either party.

         E.  Landlord shall have the right to transfer and assign, in whole or
             in part, all of its rights and obligations under this Lease and in
             the Building and/or Property referred to herein, and upon such
             transfer Landlord shall be released from any further obligations
             hereunder, and Tenant agrees to look solely to the successor in
             interest of Landlord for the performance of such obligations.

         F.  Tenant represents that it has dealt directly with and only with the
             Broker as a broker in connection with this Lease. Tenant shall
             indemnify and hold Landlord and the Landlord Related Parties
             harmless from all claims of any other brokers, agents or finders
             claiming to have represented Tenant in connection with this Lease.
             Landlord agrees to indemnify and hold Tenant and the Tenant Related
             Parties harmless from all claims of any brokers, agents or finders
             claiming to have represented Landlord in connection with this
             Lease. Landlord agrees to pay a brokerage commission to Broker in
             accordance with the terms of a separate written commission
             agreement to be entered into by and between Landlord and Broker.

         G.  Tenant covenants, warrants and represents that: (1) each individual
             executing, attesting and/or delivering this Lease on behalf of
             Tenant is authorized to do so on behalf of Tenant; (2) this Lease
             is binding upon Tenant; and (3) Tenant is duly organized and
             legally existing in the state of its organization and is qualified
             to do business in the state in which the Premises are located. If
             there is more than one Tenant, or if Tenant is comprised of more
             than one party or entity, the obligations imposed upon Tenant shall
             be joint and several obligations of all the parties and entities.
             Notices, payments and agreements given or made by, with or to any
             one person or entity shall be deemed to have been given or made by,
             with and to all of them.

         H.  Time is of the essence with respect to payment of Rent and Tenant's
             exercise of any expansion, renewal or extension rights granted to
             Tenant. This Lease shall create only the relationship of landlord
             and tenant between the parties, and not a partnership, joint
             venture or any other relationship. This Lease and the covenants and
             conditions in this Lease shall inure only to the benefit of and be
             binding only upon Landlord and Tenant and their permitted
             successors and assigns.

         I.  The expiration of the Term, whether by lapse of time or otherwise,
             shall not relieve either party of any obligations which accrued
             prior to or which may continue to accrue after the expiration or
             early termination of this Lease. Without limiting the scope of the
             prior

                                       19
<PAGE>

             sentence, it is agreed that Tenant's obligations under
             Sections IV.A, IV.B., VIII, XIV, XX, XXV and XXX shall survive the
             expiration or early termination of this Lease.

         J.  Landlord has delivered a copy of this Lease to Tenant for Tenant's
             review only, and the delivery of it does not constitute an offer to
             Tenant or an option. This Lease shall not be effective against any
             party hereto until an original copy of this Lease has been signed
             and delivered by such party.

         K.  All understandings and agreements previously made between the
             parties are superseded by this Lease, and neither party is relying
             upon any warranty, statement or representation not contained in
             this Lease. This Lease may be modified only by a written agreement
             signed by Landlord and Tenant.

         L.  Tenant, within 15 days after request, shall provide Landlord with a
             current financial statement and such other information as Landlord
             may reasonably request in order to create a "business profile" of
             Tenant and determine Tenant's ability to fulfill its obligations
             under this Lease. Landlord, however, shall not require Tenant to
             provide such information unless Landlord is requested to produce
             the information in connection with a proposed financing or sale of
             the Building. Upon written request by Tenant, Landlord shall enter
             into a commercially reasonable confidentiality agreement covering
             any confidential information that is disclosed by Tenant.

         M.  Tenant has only a usufruct, not subject to purchase or sale, which
             may not be assigned by Tenant except as expressly provided in this
             Lease.

XXXII.   Entire Agreement.

         This Lease and the following exhibits and attachments constitute the
entire agreement between the parties and supersede all prior agreements and
understandings related to the Premises, including all lease proposals, letters
of intent and other documents: Exhibit A (Outline and Location of Premises),
Exhibit B (Rules and Regulations), Exhibit D (Work Letter Agreement) Exhibit E
(Additional Provisions), and Exhibit F (Form of Letter of Credit).


                        [signatures on following page]

                                       20
<PAGE>

         Landlord and Tenant have executed this Lease as of the day and year
first above written.

                              LANDLORD:

                              EOP-PERIMETER CENTER, L.L.C., a Delaware limited
                              liability company

                              By:   EOP  Operating  Limited  Partnership,
                                    a Delaware limited partnership, its sole
                                    member

                                    By: Equity Office Properties Trust, a
                                        Maryland real estate investment trust,
                                        its managing general partner


                                        By:        /s/ Jeff Sweeney
                                              --------------------------
                                        Name:   Jeff Sweeney
                                              --------------------------
                                        Title:       V.P. Leasing
                                              ---------------------------


                              TENANT:

                              INTERLIANT, INC., a Delaware corporation


                              By:         /s/ Jennifer Lawton
                                    ---------------------------
                              Name:    Jennifer Lawton
                                    ---------------------------
                              Title:   Senior Vice President
                                    ---------------------------

                                       21
<PAGE>

                                   EXHIBIT A

                                   PREMISES


          This Exhibit is attached to and made a part of the Lease dated as of
February 11, 2000, by and between EOP-PERIMETER CENTER, L.L.C. and INTERLIANT,
INC., for space in the Building located at 64 Perimeter Center East, Atlanta,
Georgia.

                                    [GRAPHIC]

                                      A-1
<PAGE>

                                   EXHIBIT B

                        BUILDING RULES AND REGULATIONS

         The following rules and regulations shall apply, where applicable, to
the Premises, the Building, the parking garage (if any), the Property and the
appurtenances. Capitalized terms have the same meaning as defined in the Lease.

1.       Sidewalks, doorways, vestibules, halls, stairways and other similar
         areas shall not be obstructed by Tenant or used by Tenant for any
         purpose other than ingress and egress to and from the Premises. No
         rubbish, litter, trash, or material shall be placed, emptied, or thrown
         in those areas. At no time shall Tenant permit Tenant's employees to
         loiter in Common Areas or elsewhere about the Building or Property.

2.       Plumbing fixtures and appliances shall be used only for the purposes
         for which designed, and no sweepings, rubbish, rags or other unsuitable
         material shall be thrown or placed in the fixtures or appliances.
         Damage resulting to fixtures or appliances by Tenant, its agents,
         employees or invitees, shall be paid for by Tenant, and Landlord shall
         not be responsible for the damage.

3.       No signs, advertisements or notices shall be painted or affixed to
         windows, doors or other parts of the Building, except those of such
         color, size, style and in such places as are first approved in writing
         by Landlord. All tenant identification and suite numbers at the
         entrance to the Premises shall be installed by Landlord, at Tenant's
         cost and expense, using the standard graphics for the Building. Except
         in connection with the hanging of lightweight pictures and wall
         decorations, no nails, hooks or screws shall be inserted into any part
         of the Premises or Building except by the Building maintenance
         personnel.

4.       Landlord may provide and maintain in the first floor (main lobby) of
         the Building an alphabetical directory board or other directory device
         listing tenants, and no other directory shall be permitted unless
         previously consented to by Landlord in writing. The name of Tenant and
         its suite number shall be listed on such directory board.

5.       Tenant shall not place any lock(s) on any door in the Premises or
         Building without Landlord's prior written consent and Landlord shall
         have the right to retain at all times and to use keys to all locks
         within and into the Premises. A reasonable number of keys to the locks
         on the entry doors in the Premises shall be furnished by Landlord to
         Tenant at Tenant's cost, and Tenant shall not make any duplicate keys.
         All keys shall be returned to Landlord at the expiration or early
         termination of this Lease.

6.       All contractors, contractor's representatives and installation
         technicians performing work in the Building shall be subject to
         Landlord's prior approval and shall be required to comply with
         Landlord's standard rules, regulations, policies and procedures, which
         may be revised from time to time.

7.       Movement in or out of the Building of furniture or office equipment, or
         dispatch or receipt by Tenant of merchandise or materials requiring the
         use of elevators, stairways, lobby areas or loading dock areas, shall
         be restricted to hours designated by Landlord. Tenant shall obtain
         Landlord's prior approval by providing a detailed listing of the
         activity. If approved by Landlord, the activity shall be under the
         supervision of Landlord and performed in the manner required by
         Landlord. Tenant shall assume all risk for damage to articles moved and
         injury to any persons resulting from the activity. If equipment,
         property, or personnel of Landlord or of any other party is damaged or
         injured as a result of or in connection with the activity, Tenant shall
         be solely liable for any resulting damage or loss.

8.       Landlord shall have the right to approve the weight, size, or location
         of heavy equipment or articles in and about the Premises. Damage to the
         Building by the installation, maintenance, operation, existence or
         removal of property of Tenant shall be repaired at Tenant's sole
         expense.

9.       Corridor doors, when not in use, shall be kept closed.

                                      B-1
<PAGE>

10.      Tenant shall not: (1) make or permit any improper, objectionable or
         unpleasant noises or odors in the Building, or otherwise interfere in
         any way with other tenants or persons having business with them; (2)
         solicit business or distribute, or cause to be distributed, in any
         portion of the Building, handbills, promotional materials or other
         advertising; or (3) conduct or permit other activities in the Building
         that might, in Landlord's sole opinion, constitute a nuisance.

11.      No animals, except those assisting handicapped persons, shall be
         brought into the Building or kept in or about the Premises.

12.      No inflammable, explosive or dangerous fluids or substances shall be
         used or kept by Tenant in the Premises, Building or about the Property.
         Tenant shall not, without Landlord's prior written consent, use, store,
         install, spill, remove, release or dispose of, within or about the
         Premises or any other portion of the Property, any asbestos-containing
         materials or any solid, liquid or gaseous material now or subsequently
         considered toxic or hazardous under the provisions of 42 U.S.C. Section
         9601 et seq. or any other applicable environmental Law which may now or
         later be in effect. Tenant shall comply with all Laws pertaining to and
         governing the use of these materials by Tenant, and shall remain solely
         liable for the costs of abatement and removal.

13.      Tenant shall not use or occupy the Premises in any manner or for any
         purpose which might injure the reputation or impair the present or
         future value of the Premises or the Building. Tenant shall not use, or
         permit any part of the Premises to be used, for lodging, sleeping or
         for any illegal purpose.

14.      Tenant shall not take any action which would violate Landlord's labor
         contracts or which would cause a work stoppage, picketing, labor
         disruption or dispute, or interfere with Landlord's or any other
         tenant's or occupant's business or with the rights and privileges of
         any person lawfully in the Building ("Labor Disruption"). Tenant shall
         take the actions necessary to resolve the Labor Disruption, and shall
         have pickets removed and, at the request of Landlord, immediately
         terminate any work in the Premises that gave rise to the Labor
         Disruption, until Landlord gives its written consent for the work to
         resume. Tenant shall have no claim for damages against Landlord or any
         of the Landlord Related Parties, nor shall the date of the commencement
         of the Term be extended as a result of the above actions.

15.      Tenant shall not install, operate or maintain in the Premises or in any
         other area of the Building, electrical equipment that would overload
         the electrical system beyond its capacity for proper, efficient and
         safe operation as determined solely by Landlord. Tenant shall not
         furnish cooling or heating to the Premises, including, without
         limitation, the use of electronic or gas heating devices, without
         Landlord's prior written consent. Tenant shall not use more than its
         proportionate share of telephone lines and other telecommunication
         facilities available to service the Building.

16.      Tenant shall not operate or permit to be operated a coin or token
         operated vending machine or similar device (including, without
         limitation, telephones, lockers, toilets, scales, amusement devices and
         machines for sale of beverages, foods, candy, cigarettes and other
         goods), except for machines for the exclusive use of Tenant's
         employees, and then only if the operation does not violate the lease of
         any other tenant in the Building.

17.      Bicycles and other vehicles are not permitted inside the Building or on
         the walkways outside the Building, except in areas designated by
         Landlord.

18.      Landlord may from time to time adopt systems and procedures for the
         security and safety of the Building, its occupants, entry, use and
         contents. Tenant, its agents, employees, contractors, guests and
         invitees shall comply with Landlord's systems and procedures.

19.      Landlord shall have the right to prohibit the use of the name of the
         Building or any other publicity by Tenant that in Landlord's sole
         opinion may impair the reputation of the Building or its desirability.
         Upon written notice from Landlord, Tenant shall refrain from and
         discontinue such publicity immediately.

20.      Tenant shall not canvass, solicit or peddle in or about the Building or
         the Property.

                                      B-2
<PAGE>

21.      Neither Tenant nor its agents, employees, contractors, guests or
         invitees shall smoke or permit smoking in the Common Areas, unless the
         Common Areas have been declared a designated smoking area by Landlord,
         nor shall the above parties allow smoke from the Premises to emanate
         into the Common Areas or any other part of the Building. Landlord shall
         have the right to designate the Building (including the Premises) as a
         non-smoking building.

22.      Landlord shall have the right to designate and approve standard window
         coverings for the Premises and to establish rules to assure that the
         Building presents a uniform exterior appearance. Tenant shall ensure,
         to the extent reasonably practicable, that window coverings are closed
         on windows in the Premises while they are exposed to the direct rays of
         the sun.

23.      Deliveries to and from the Premises shall be made only at the times, in
         the areas and through the entrances and exits designated by Landlord.
         Tenant shall not make deliveries to or from the Premises in a manner
         that might interfere with the use by any other tenant of its premises
         or of the Common Areas, any pedestrian use, or any use which is
         inconsistent with good business practice.

24.      The work of cleaning personnel shall not be hindered by Tenant after
         5:30 P.M., and cleaning work may be done at any time when the offices
         are vacant. Windows, doors and fixtures may be cleaned at any time.
         Tenant shall provide adequate waste and rubbish receptacles to prevent
         unreasonable hardship to the cleaning service.

                                      B-3
<PAGE>

                                   EXHIBIT C

                             INTENTIONALLY OMITTED
                             ---------------------

                                     C - 1
<PAGE>

                                   EXHIBIT D

                                  WORK LETTER
                                  -----------

          This Exhibit is attached to and made a part of the Lease dated as of
February 11, 2000, by and between EOP-PERIMETER CENTER, L.L.C. ("Landlord") and
INTERLIANT, INC. ("Tenant") for space in the Building located at 66 Perimeter
Center East, Atlanta, Georgia.

I.        Alterations and Allowance.
          -------------------------

          A.   Tenant, following the delivery of the Premises by Landlord to
               Tenant, the full and final execution and delivery of this Lease
               and the delivery by Tenant to Landlord of (i) all prepaid rental
               and security deposits required hereunder, (ii) the executed
               estoppel certificate dated December 30, 1999, pertaining to the
               Sublease (as defined in Section I.A. of Exhibit E attached
               hereto), which was previously prepared and delivered by Landlord
               to Tenant and (iii) a letter agreement executed by Tenant in form
               and substance satisfactory to Landlord transferring the letter of
               credit previously delivered by Tenant under the Sublease from
               Southern Company Services, Inc., as beneficiary, to Landlord as
               beneficiary, shall have the right to perform alterations and
               improvements in the Premises (the "Initial Alterations").
               Notwithstanding the foregoing, Tenant and its contractors shall
               not have the right to perform Initial Alterations in the Premises
               unless and until Tenant has complied with all of the terms and
               conditions of Article IX.C of this Lease, including, without
               limitation, approval by Landlord of the final plans for the
               Initial Alterations and the contractors to be retained by Tenant
               to perform such Initial Alterations. Landlord hereby pre-approves
               the following contractors for the Initial Alterations: Burr
               Computer Environments, Smith Commercial Contracting and Morris
               Architects. Additionally, subject to review of Tenant's plans and
               specifications therefor, Tenant shall have the right to install a
               T1 line from the Building's point of demarcation in the phone
               room on level G-2 of the Building to the Premises. Tenant shall
               be responsible for all elements of the design of Tenant's plans
               (including, without limitation, compliance with law,
               functionality of design, the structural integrity of the design,
               the configuration of the premises and the placement of Tenant's
               furniture, appliances and equipment), and Landlord's approval of
               Tenant's plans shall in no event relieve Tenant of the
               responsibility for such design. Landlord's approval of the
               contractors to perform the Initial Alterations shall not be
               unreasonably withheld, delayed or conditioned. The parties agree
               that Landlord's approval of the general contractor to perform the
               Initial Alterations shall not be considered to be unreasonably
               withheld if any such general contractor (i) does not have trade
               references reasonably acceptable to Landlord, (ii) does not
               maintain insurance as required pursuant to the terms of this
               Lease, (iii) does not have the ability to be bonded for the
               Initial Alterations, (iv) does not provide current financial
               statements reasonably acceptable to Landlord, or (v) is not
               licensed as a contractor in the state/municipality in which the
               Premises is located. Tenant acknowledges the foregoing is not
               intended to be an exclusive list of the reasons why Landlord may
               reasonably withhold its consent to a general contractor.
               Notwithstanding anything contained in the Lease or herein to the
               contrary, Tenant shall pay Landlord a fixed fee of $7,500.00 for
               Landlord's services in connection with the Initial Alterations,
               including, without limitation, review and approval of Tenant's
               plans and specifications therefor.

          B.   Provided Tenant is not in default, Landlord agrees to contribute
               the sum of Two Hundred Fifty-Six Thousand Three Hundred Eighty
               and 25/100ths Dollars ($256,380.25) (the "Allowance") toward the
               cost of performing the Initial Alterations in preparation of
               Tenant's occupancy of the Premises, including payment of
               Landlord's Fee. The Allowance may only be used for the cost of
               preparing design and construction documents and mechanical and
               electrical plans for the Initial Alterations (provided, however,
               that no more than $20,929.00 of the Allowance may be used for
               such costs of preparing design and construction documents and
               plans) and for hard costs in connection with the Initial
               Alterations, including any permit fees. The Allowance, less a 10%
               retainage (which retainage shall be payable as part of the final
               draw), shall be paid to Tenant or, at Landlord's option, to the
               order of the general contractor that performs the Initial
               Alterations, in periodic disbursements within thirty (30) days
               after receipt of the following documentation: (i) an application
               for payment and sworn statement of

                                     D - 1
<PAGE>

               contractor substantially in the form of AIA Document G702
               covering all work for which disbursement is to be made to a date
               specified therein; (ii) a certification from an AIA architect
               substantially in the form of the Architect's Certificate for
               Payment which is located on AIA Document G702, Application and
               Certificate of Payment; (iii) Contractor's, subcontractor's and
               material supplier's waivers of liens which shall cover all
               Initial Alterations for which disbursement is being requested and
               all other statements and forms required for compliance with the
               mechanics' lien laws of the State of Georgia, together with all
               such invoices, contracts, or other supporting data as Landlord or
               Landlord's Mortgagee may reasonably require; (iv) a cost
               breakdown for each trade or subcontractor performing the Initial
               Alterations for which a disbursement is being requested; (v)
               copies of all construction contracts for the Initial Alterations,
               together with copies of all change orders, if any; and (vi) a
               request to disburse from Tenant containing an approval by Tenant
               of the work done and a good faith estimate of the cost to
               complete the Initial Alterations. Upon completion of the Initial
               Alterations, and prior to final disbursement of the Allowance,
               Tenant shall furnish Landlord with: (1) general contractor and
               architect's completion affidavits, (2) full and final waivers of
               lien, (3) receipted bills covering all labor and materials
               expended and used, (4) as-built plans of the Initial Alterations,
               and (5) the certification of Tenant and its architect that the
               Initial Alterations have been installed in a good and workmanlike
               manner in accordance with the approved plans, and in accordance
               with applicable laws, codes and ordinances. In no event shall
               Landlord be required to disburse the Allowance more than one time
               per month. If the Initial Alterations exceed the Allowance,
               Tenant shall be entitled to the Allowance in accordance with the
               terms hereof, but each individual disbursement of the Allowance
               shall be disbursed in the proportion that the Allowance bears to
               the total cost for the Initial Alterations, less the 10%
               retainage referenced above. Notwithstanding anything herein to
               the contrary, Landlord shall not be obligated to disburse any
               portion of the Allowance during the continuance of an uncured
               monetary or material non-monetary default under the Lease, and
               Landlord's obligation to disburse shall only resume when and if
               such default is cured.

          C.   If Tenant has used the entire Allowance as provided herein, then,
               prior to expiration of the 6/th/ month of the Term, Tenant,
               provided it is not in default under this Lease, shall have the
               right to borrow up to One Hundred Sixty-Seven Thousand Four
               Hundred Thirty-Two and 00/100ths Dollars ($167,432.00) (the
               "Additional Allowance") from Landlord in order to finance
               additional hard costs of the Initial Improvements during the
               Term. Any Additional Allowance borrowed by Tenant hereunder shall
               be repaid to Landlord as Additional Rent in equal monthly
               installments throughout the initial Term at an interest rate
               equal to eleven percent (11%) per annum. If Tenant is in default
               under this Lease after the expiration of applicable cure periods,
               the entire unpaid balance of the Additional Allowance borrowed by
               Tenant shall become immediately due and payable and, except to
               the extent required by applicable law, shall not be subject to
               mitigation or reduction in connection with a reletting of the
               Premises by Landlord. In the event Tenant elects to borrow all or
               any portion of the Additional Allowance hereunder, the Letter of
               Credit provided by Tenant under Article VI of the Lease shall be
               increased by an amount equal to the Additional Allowance borrowed
               by Tenant and each of the amounts set forth in the last sentence
               of the second paragraph of Article VI of the Lease (the amounts
               to which the Letter of Credit is reduced) shall be increased by
               an amount equal to 20% of such Additional Allowance borrowed by
               Tenant.

          D.   In no event shall the Allowance be used for the purchase of
               equipment, furniture or other items of personal property of
               Tenant. In the event Tenant does not use the entire Allowance
               within nine (9) months after the Commencement Date, any unused
               amount shall accrue to the sole benefit of Landlord, it being
               understood that Tenant shall not be entitled to any credit,
               abatement or other concession in connection therewith. Tenant
               shall be responsible for all applicable state sales or use taxes,
               if any, payable in connection with the Initial Alterations and/or
               Allowance.

          E.   Tenant agrees to accept the Premises in its "as-is" condition and
               configuration, it being agreed that Landlord shall not be
               required to perform any work or, except as provided above with
               respect to the Allowance, incur any costs in connection with the
               construction or demolition of any improvements in the Premises.

                                      D - 2
<PAGE>

          F.   This Exhibit shall not be deemed applicable to any additional
               space added to the original Premises at any time or from time to
               time, whether by any options under the Lease or otherwise, or to
               any portion of the original Premises or any additions to the
               Premises in the event of a renewal or extension of the original
               Term of this Lease, whether by any options under the Lease or
               otherwise, unless expressly so provided in the Lease or any
               amendment or supplement to the Lease.

                                     D - 3
<PAGE>

          Landlord and Tenant have executed this exhibit as of the day and year
first above written.


                     LANDLORD:

                     EOP-PERIMETER CENTER, L.L.C., a Delaware limited
                     liability company

                     By:     EOP Operating Limited Partnership, a Delaware
                             limited partnership, its sole member

                             By:     Equity Office Properties Trust, a Maryland
                                     real estate investment trust, its managing
                                     general partner

                                By:         /s/ Jeff Sweeney
                                   --------------------------------------------

                                Name:        Jeff Sweeney
                                     ------------------------------------------

                                Title:      V.P. Leasing
                                   --------------------------------------------

                              TENANT:
                              INTERLIANT, INC., a Delaware corporation

                              By:    /s/ Jennifer Lawton
                                 ----------------------------------------------

                              Name:   Jennifer Lawton
                                   --------------------------------------------

                              Title: Senior Vice President
                                    -------------------------------------------

                                     D - 4
<PAGE>

                                   EXHIBIT E

                             ADDITIONAL PROVISIONS

          This Exhibit is attached to and made a part of the Lease dated as of
February 11, 2000, by and between EOP-PERIMETER CENTER, L.L.C. ("Landlord") and
INTERLIANT, INC. ("Tenant") for space in the Building located at 66 Perimeter
Center East, Atlanta, Georgia.

I.        TELECOMMUNICATIONS CONDUCT.

          A.   Definitions.
               -----------

               1.   "Building 64" shall mean the office building owned by
                    Landlord, located adjacent to the Building and commonly
                    known as "64 Perimeter Center East" and located at 64
                    Perimeter Center East, Atlanta, Georgia.

               2.   "Cable", as used in this Section I, shall mean the optical
                    fibers, co-axial and/or copper wires installed by Tenant
                    located in the Conduit. The optical fibers, co-axial and/or
                    copper wires which comprise the Cable shall either be
                    encased in an aluminum sleeve or other fire retardant
                    material or placed in an EMT conduit.

               3.   "Conduit" shall mean a pipe installed by Tenant in the walls
                    or in the ceiling space of the Building, Building 64 and the
                    walkway area ("Walkway") connecting the Building and
                    Building 64 for the purposes of containing and protecting
                    the Cable. The Conduit installed by Tenant shall be no more
                    than two inches (2") in diameter (unless a greater size is
                    either specified by Landlord or approved in writing by
                    Landlord). The location of the Conduit shall be subject to
                    the prior approval of Landlord.

               4.   "Sublease" shall mean that certain Sublease Agreement, dated
                    May 29, 1998, as amended by a First Amendment to Sublease
                    Agreement dated December 9, 1998, and by a Second Amendment
                    to Sublease Agreement dated October 31, 1999, between
                    Landlord (as successor in interest to Southern Company
                    Services, Inc., the original sublessor) and Tenant, pursuant
                    to which Tenant occupies certain space in Building 64.

               5.   "Telecommunications Services" shall mean such
                    telecommunications services as Tenant may lawfully provide
                    for its own, internal business purposes to connect its
                    premises in Building 64 with its Premises hereunder, but
                    expressly excludes any services of any kind to third parties
                    (including other tenants).

          B.   Grant of License.
               ----------------

               1.   Subject to and upon the terms herein set forth, Landlord
                    grants Tenant a non-exclusive license to install, maintain,
                    operate, repair, replace and remove a Cable in the Conduit
                    solely for Telecommunications Services and for no other
                    purposes.

               2.   Tenant shall not perform its installation or any subsequent
                    replacement, modification, or enhancement of any Cable or
                    Conduit without first obtaining Landlord's prior approval,
                    which approval shall not be unreasonably withheld or
                    delayed. Prior to such installation, replacement,
                    modification, or enhancement, Tenant shall submit to
                    Landlord as part of its installation plan a diagram showing
                    the placement of the Cable or Conduit, together with a
                    description of and specifications for same, as Landlord may
                    reasonably request, and the date and time Tenant expects to
                    install Cable or Conduit, and such other documents and
                    information reasonably requested by Landlord. The Cable and
                    Conduit will be installed in a good and workmanlike manner.
                    Tenant shall plan its installations, improvements and
                    alterations so as to minimize construction activities and
                    inconvenience to tenants and other occupants of the Building
                    and Building 64. All installations,

                                     E - 1
<PAGE>

                    improvements and alterations made by Tenant shall be at its
                    sole cost and expense.

               3.   Prior to commencing any installation work in the Building,
                    Tenant shall obtain any necessary licenses or permits.
                    Landlord shall have the right to be present during Tenant's
                    installation of the Cable and Conduit.

               4.   In the event Tenant or any of its agents, representatives,
                    employees, invitees, contractors, or subcontractors cause
                    damage to the Building or Building 64, other than normal
                    wear and tear, or cause damage to the property of other
                    licensees or Tenants, then, at Landlord's option: (i) Tenant
                    shall repair at its sole cost and expense such damage in a
                    timely manner and to Landlord's reasonable satisfaction, or
                    (ii) Landlord shall repair such damage at Tenant's sole cost
                    and expense. If Landlord opts to repair the damage itself,
                    Tenant shall within thirty (30) days of demand pay to
                    Landlord all costs and expenses associated with or arising
                    from such work.

               5.   Tenant will maintain the Cable and Conduit in a first-class
                    condition.

               6.   At the revocation, expiration or termination of either of
                    this Lease or the Sublease, Tenant shall remove the Cable
                    and Conduit from the Building, Building 64 and the Walkway
                    and quit and surrender the areas in which they were located
                    in good order, condition and repair. Notwithstanding the
                    foregoing, Tenant shall not be required to remove any Cable
                    and Conduit or any Cable (as defined in Section IX.A. of the
                    Lease), which is located within the Premises.

II.       PARKING.

          A.   During the Term, Tenant agrees to lease from Landlord and
               Landlord agrees to lease to Tenant a total of eighty-four (84)
               unreserved parking spaces (collectively, the "Spaces") in the
               Building surface parking lot ("Parking Area") for the use of
               Tenant and its employees. Tenant shall not have the right to
               lease or otherwise use more than the number of unreserved Spaces
               set forth above.

          B.   During the Term, Tenant shall pay Landlord, as Additional Rent in
               accordance with Article IV of the Lease, the sum of $0 per month,
               plus applicable tax thereon, if any, for each unreserved Space
               leased by Tenant hereunder, as such rate may be adjusted from
               time-to-time to reflect the then current rate for parking in the
               Parking Area; provided, however, that the rate for Tenant's use
               of the Parking Area shall be $0.00 per month for the entire
               initial six (6) year Term of the Lease.

          C.   Except for particular spaces and areas designated by Landlord for
               reserved parking, all parking in the Parking Area serving the
               Building shall be on an unreserved, first-come, first-served
               basis.

          D.   Landlord shall not be responsible for money, jewelry, automobiles
               or other personal property lost in or stolen from the Parking
               Area regardless of whether such loss or theft occurs when the
               Parking Area is locked or otherwise secured. Except as caused by
               the negligence or willful misconduct of Landlord and without
               limiting the terms of the preceding sentence, Landlord shall not
               be liable for any loss, injury or damage to persons using the
               Parking Area or automobiles or other property therein, it being
               agreed that, to the fullest extent permitted by law, the use of
               the Spaces shall be at the sole risk of Tenant and its employees.

          E.   Landlord shall have the right from time to time to designate the
               location of the Spaces and to promulgate reasonable rules and
               regulations regarding the Parking Area, the Spaces and the use
               thereof, including, but not limited to, rules and regulations
               controlling the flow of traffic to and from various parking
               areas, the angle and direction of parking and the like. Tenant
               shall comply with and cause its employees to comply with all such
               rules and regulations as well as all reasonable additions and
               amendments thereto.

                                     E - 2
<PAGE>

          F.   Tenant shall not store or permit its employees to store any
               automobiles in the Parking Area without the prior written consent
               of Landlord. Except for emergency repairs, Tenant and its
               employees shall not perform any work on any automobiles while
               located in the Parking Area or on the Property. If it is
               necessary for Tenant or its employees to leave an automobile in
               the Parking Area overnight, Tenant shall provide Landlord with
               prior notice thereof designating the license plate number and
               model of such automobile.

          G.   Landlord shall have the right to temporarily close the Parking
               Area or certain areas therein in order to perform necessary
               repairs, maintenance and improvements to the Parking Area, if
               any.

          H.   Tenant shall not assign or sublease any of the Spaces without the
               consent of Landlord. Landlord shall have the right to terminate
               Tenant's rights with respect to any Spaces that Tenant desires to
               sublet or assign.

          I.   Landlord may elect to provide parking cards or keys to control
               access to the Parking Area. In such event, Landlord shall provide
               Tenant with one card or key for each Space that Tenant is leasing
               hereunder, provided that Landlord shall have the right to require
               Tenant or its employees to place a deposit on such access cards
               or keys and to pay a fee for any lost or damaged cards or keys.

          J.   Landlord hereby reserves the right to enter into a management
               agreement or lease with an entity for the Parking Area ("Parking
               Operator"). In such event, Tenant, upon request of Landlord,
               shall enter into a parking agreement with the Parking Operator
               and Landlord shall have no liability for claims arising through
               acts or omissions of the Parking Operator unless caused by
               Landlord's negligence or willful misconduct. It is understood and
               agreed that the identity of the Parking Operator may change from
               time to time during the Term. Tenant hereby consents to the
               assignment, from time to time, of the initial or any successor
               Parking Operator's interest in the Parking Area to another
               Parking Operator.

     III. RENEWAL OPTION.

          A.   Tenant shall have the right to extend the Term (the "Renewal
               Option") for one additional period of 5 years commencing on the
               day following the Termination Date of the initial Term and ending
               on the 5th anniversary of the Termination Date (the "Renewal
               Term"), if:

               1.   Landlord receives notice of exercise ("Initial Renewal
                    Notice") not less than 12 full calendar months prior to the
                    expiration of the initial Term; and

               2.   Tenant is not in default under the Lease beyond any
                    applicable cure periods at the time that Tenant delivers its
                    Initial Renewal Notice or at the time Tenant delivers its
                    Binding Notice; and

               3.   Other than a Permitted Transfer, no part of the Premises is
                    sublet at the time that Tenant delivers its Initial Renewal
                    Notice or at the time Tenant delivers its Binding Notice;
                    and

               4.   Other than a Permitted Transfer, the Lease has not been
                    assigned prior to the date that Tenant delivers its Initial
                    Renewal Notice or prior to the date Tenant delivers its
                    Binding Notice.

          B.   The initial Base Rent rate per rentable square foot for the
               Premises during the Renewal Term shall equal the greater of (1)
               $24.30 per rentable square foot of the Premises and (2) the
               Prevailing Market (hereinafter defined) rate per rentable square
               foot for the Premises. The initial Base Rent for the Renewal Term
               shall be subject to annual increases equal to 4% per year.

          C.   Tenant shall pay Additional Rent (i.e. Tenant's Pro Rata Share of
               Expense Excess and Tenant's Pro Rata Share of Tax Excess) for the
               Premises during the Renewal

                                     E - 3
<PAGE>

               Term in accordance with Article IV of the Lease, except, however,
               the Base Year for Taxes shall be 2005 and the Base Year for
               Expenses shall be 2005.

          D.   Within 30 days after receipt of Tenant's Initial Renewal Notice,
               Landlord shall advise Tenant of the applicable Base Rent rate for
               the Premises for the Renewal Term. Tenant, within 15 days after
               the date on which Landlord advises Tenant of the applicable Base
               Rent rate for the Renewal Term, shall either (i) give Landlord
               final binding written notice ("Binding Notice") of Tenant's
               exercise of its option, or (ii) if Tenant disagrees with
               Landlord's determination, provide Landlord with written notice of
               rejection (the "Rejection Notice"). If Tenant fails to provide
               Landlord with either a Binding Notice or Rejection Notice within
               such 15 day period, Tenant's Renewal Option shall be null and
               void and of no further force and effect. If Tenant provides
               Landlord with a Binding Notice, Landlord and Tenant shall enter
               into the Renewal Amendment upon the terms and conditions set
               forth herein. If Tenant provides Landlord with a Rejection
               Notice, Landlord and Tenant shall work together in good faith to
               agree upon the Prevailing Market rate for the Premises during the
               Renewal Term. Upon agreement Tenant shall provide Landlord with
               Binding Notice and Landlord and Tenant shall enter into the
               Renewal Amendment in accordance with the terms and conditions
               hereof. Notwithstanding the foregoing, if Landlord and Tenant are
               unable to agree upon the Prevailing Market rate for the Premises
               within 30 days after the date on which Tenant provides Landlord
               with a Rejection Notice, Tenant's Renewal Option shall be null
               and void and of no force and effect.

          E.   If Tenant is entitled to and properly exercises its Renewal
               Option, Landlord shall prepare an amendment (the "Renewal
               Amendment") to reflect changes in the Base Rent, Term,
               Termination Date and other appropriate terms. The Renewal
               Amendment shall be sent to Tenant within a reasonable time after
               receipt of the Binding Notice and Tenant shall execute and return
               the Renewal Amendment to Landlord within 15 days after Tenant's
               receipt of same, but an otherwise valid exercise of the Renewal
               Option shall, at Landlord's option, be fully effective whether or
               not the Renewal Amendment is executed.

          F.   For purposes hereof, "Prevailing Market" shall mean the arms
               length fair market annual rental rate per rentable square foot
               under renewal leases and amendments entered into on or about the
               date on which the Prevailing Market is being determined hereunder
               for space comparable to the Premises in the Building and office
               buildings comparable to the Building in Atlanta, Georgia. The
               determination of Prevailing Market shall take into account any
               material economic differences between the terms of this Lease and
               any comparison lease, such as rent abatements, construction costs
               and other concessions and the manner, if any, in which the
               landlord under any such lease is reimbursed for operating
               expenses and taxes. The determination of Prevailing Market shall
               also take into consideration any reasonably anticipated changes
               in the Prevailing Market rate from the time such Prevailing
               Market rate is being determined and the time such Prevailing
               Market rate will become effective under this Lease. Additionally,
               the determination of Prevailing Market shall also take into
               consideration the 4% annual increases in Base Rent for the
               Renewal Term as provided under Paragraph III.B above and the 2005
               Base Year provided for under Paragraph III.C above.

          G.   Notwithstanding anything contained herein to the contrary, Tenant
               acknowledges and agrees that the Renewal Option hereunder is
               subject and subordinate to the rights of Philips Electronics
               North American Corporation, and its successors and assignees
               ("Philips") in and to the Premises pursuant to that certain
               Office Lease Agreement by and between Landlord and Philips dated
               December 30, 1999 (the "Philips Lease"). Without limiting the
               generality of the foregoing, Tenant acknowledges that pursuant to
               the Philips Lease, Philips has a right of first offer with
               respect to the Premises and that if Philips leases the Premises
               upon expiration of the initial Term hereof pursuant to said right
               of first offer, the Renewal Option hereunder shall be null and
               void and of no further force or effect. Landlord shall promptly
               provide Tenant with notice of any exercise by Philips of its
               right of first offer with respect to Premises.

                                     E - 4
<PAGE>

          H.   The Building is connected to the building commonly known as 64
               Perimeter Center East, (the "64 Building") by a covered walkway
               ("Walkway") along with an amenities areas which includes, among
               other things, a cafeteria (the "Cafeteria"). The Rentable Square
               Footage of the Premises hereunder (i.e., 20,929 square feet) has
               been determined without regard to the Walkway or Cafeteria.
               Notwithstanding anything contained herein to the contrary, during
               the Renewal Term, the Rentable Area of the Premises shall be
               increased by an allocable share of the square footage of the
               Walkway and Cafeteria. Such allocable share shall be determined
               in a manner consistent with current standards of measurement of
               rentable areas set by the Building Owners and Managers
               Association ("BOMA"). For purposes of such BOMA allocation of the
               square footage of the Walkway and Cafeteria, the Walkway and
               Cafeteria shall be considered common areas of the Building.
               Landlord shall provide written notice to Tenant of the increased
               Rentable Square Footage of the Premises for the Renewal Term at
               the same time as Landlord provides written notice to Tenant of
               the applicable Base Rent rate for the Renewal Term under
               Paragraph III.D above.

     IV.  ROOF SPACE DISH/ANTENNA.

          A.   Provided that Tenant provides written notice to Landlord within
               one (1) year after the date of this Lease, time being of the
               essence, that Tenant elects to exercise its rights hereunder,
               Tenant shall have the right to operate and maintain a
               dish/antenna of no more than 36" in diameter or other
               communication device approved by the Landlord (the
               "Dish/Antenna") on the roof of the Building or, so long as the
               Sublease of premises in Building 64 is in full force and effect,
               and subject to any existing rights of tenants in Building 64, on
               the roof of Building 64. In the event Tenant fails to timely
               notify Landlord of Tenant's election to operate and maintain such
               Dish/Antenna, Tenant shall be deemed to have waived such right
               and shall have no further right to install such Dish/Antenna on
               the roof of the Building or Building 64. In the event Tenant
               elects to erect the Dish/Antenna on the roof of the Building or
               Building 64, commencing on the earlier to occur of (1) one (1)
               year after the date of this Lease or (2) the date Tenant first
               installs the Dish/Antenna on the roof of the Building or Building
               64, Tenant shall pay to Landlord the sum of $250.00 per month
               during the remaining balance of the Term hereof (the
               "Dish/Antenna Payments"). The Dish/Antenna Payments shall
               constitute Additional Rent under the terms of the Lease and
               Tenant shall be required to make these payments in strict
               compliance with the terms of Section IV of the Lease. The exact
               location of the space on the roof to be leased by Tenant shall be
               designated by Landlord and shall not exceed thirty-six (36)
               square feet (the "Roof Space"). Landlord reserves the right to
               relocate the Roof Space as reasonably necessary during the Term.
               Landlord's designation shall take into account Tenant's use of
               the Dish/Antenna. Notwithstanding the foregoing, Tenant's right
               to install the Dish/Antenna shall be subject to the approval
               rights of Landlord and Landlord's architect and/or engineer with
               respect to the plans and specifications of the Dish/Antenna, the
               manner in which the Dish/Antenna is attached to the roof of the
               Building or Building 64 and the manner in which any cables are
               run to and from the Dish/Antenna. The precise specifications and
               a general description of the Dish/Antenna along with all
               documents Landlord reasonably requires to review the installation
               of the Dish/Antenna (the "Plans and Specifications") shall be
               submitted to Landlord for Landlord's written approval no later
               than twenty (20) days before Tenant commences to install the
               Dish/Antenna. Tenant shall be solely responsible for obtaining
               all necessary governmental and regulatory approvals and for the
               cost of installing, operating, maintaining and removing the
               Dish/Antenna. Tenant shall notify Landlord upon completion of the
               installation of the Dish/Antenna. If Landlord determines that the
               Dish/Antenna equipment does not comply with the approved Plans
               and Specifications, that the Building or Building 64, as the case
               may be, has been damaged during installation of the Dish/Antenna
               or that the installation was defective, Landlord shall notify
               Tenant of any noncompliance or detected problems and Tenant
               immediately shall cure the defects. If the Tenant fails to
               immediately cure the defects, Tenant shall pay to Landlord upon
               demand the cost, as reasonably determined by Landlord, of
               correcting any defects and repairing any damage to the Building
               or Building 64, as the case may be, caused by such installation.
               If at any time Landlord, in its sole discretion, deems it
               necessary, Tenant shall provide and install, at Tenant's sole

                                     E - 5
<PAGE>

               cost and expense, appropriate aesthetic screening, reasonably
               satisfactory to Landlord, for the Dish/Antenna (the "Aesthetic
               Screening").

          B.   Landlord agrees that Tenant, upon reasonable prior written notice
               to Landlord, shall have access to the roof of the Building or
               Building 64, as the case may be, and the Roof Space for the
               purpose of installing, maintaining, repairing and removing the
               Dish/Antenna, the appurtenances and the Aesthetic Screening, if
               any, all of which shall be performed by Tenant or Tenant's
               authorized representative or contractors, which shall be approved
               by Landlord, at Tenant's sole cost and risk. It is agreed,
               however, that only authorized engineers, employees or properly
               authorized contractors of Tenant, FCC inspectors, or persons
               under their direct supervision will be permitted to have access
               to the roof of the Building or Building 64, as the case may be,
               and the Roof Space. Tenant further agrees to exercise firm
               control over the people requiring access to the roof of the
               Building or Building 64, as the case may be, and the Roof Space
               in order to keep to a minimum the number of people having access
               to the roof of the Building or Building 64, as the case may be,
               and the Roof Space and the frequency of their visits.

          C.   It is further understood and agreed that the installation,
               maintenance, operation and removal of the Dish/Antenna, the
               appurtenances and the Aesthetic Screening, if any, is not
               permitted to damage the Building or Building 64, as the case may
               be, or the roof thereof, or interfere with the use of the
               Building or Building 64, as the case may be, and roof by
               Landlord. Tenant agrees to be responsible for any damage caused
               to the roof or any other part of the Building or Building 64, as
               the case may be, which may be caused by Tenant or any of its
               agents or representatives.

          D.   Tenant agrees to install only equipment of types and frequencies
               which will not cause unreasonable interference to Landlord or
               existing tenants of the Building and Building 64. In the event
               Tenant's equipment causes such interference, Tenant will change
               the frequency on which it transmits and/or receives and take any
               other steps necessary to eliminate the interference. If said
               interference cannot be eliminated within a reasonable period of
               time, in the judgment of Landlord, then Tenant agrees to remove
               the Dish/Antenna from the Roof Space.

          E.   Tenant shall, at its sole cost and expense, and at its sole risk,
               install, operate and maintain the Dish/Antenna in a good and
               workmanlike manner, and in compliance with all building,
               electric, communication, and safety codes, ordinances, standards,
               regulations and requirements, now in effect or hereafter
               promulgated, of the Federal Government, including, without
               limitation, the Federal Communications Commission (the "FCC"),
               the Federal Aviation Administration ("FAA") or any successor
               agency of either the FCC or FAA having jurisdiction over radio or
               telecommunications, and of the state, city and county in which
               the Building is located. Under this Lease, the Landlord and its
               agents assume no responsibility for the licensing, operation
               and/or maintenance of Tenant's equipment. Tenant has the
               responsibility of carrying out the terms of its FCC license in
               all respects. The Dish/Antenna shall be connected to Landlord's
               power supply in strict compliance with all applicable building,
               electrical, fire and safety codes. Tenant shall pay to Landlord,
               promptly upon receipt of invoice for same from Landlord, for all
               electrical power consumed by the Dish/Antenna. Neither Landlord
               nor its agents shall be liable to Tenant for any stoppages or
               shortages of electrical power furnished to the Dish/Antenna or
               the Roof Space because of any act, omission or requirement of the
               public utility serving the Building or Building 64, as the case
               may be, or the act or omission of any other tenant, invitee or
               licensee or their respective agents, employees or contractors, or
               for any other cause beyond the reasonable control of Landlord,
               and Tenant shall not be entitled to any rental abatement for any
               such stoppage or shortage of electrical power. Neither Landlord
               nor its agents shall have any responsibility or liability for the
               conduct or safety of any of Tenant's representatives, repair,
               maintenance and engineering personnel while in or on any part of
               the Building, Building 64 or the Roof Space.

          F.   The Dish/Antenna, the appurtenances and the Aesthetic Screening,
               if any, shall remain the personal property of Tenant, and shall
               be removed by Tenant at its own expense at the expiration or
               earlier termination of this Lease or Sublease, if

                                     E - 6
<PAGE>

               applicable, or Tenant's right to possession hereunder or
               thereunder, as applicable. Tenant shall repair any damage caused
               by such removal, including the patching of any holes to match, as
               closely as possible, the color surrounding the area where the
               equipment and appurtenances were attached. Tenant agrees to
               maintain all of the Tenant's equipment placed on or about the
               roof or in any other part of the Building or Building 64, as the
               case may be, in proper operating condition and maintain same in
               satisfactory condition as to appearance and safety in Landlord's
               sole discretion. Such maintenance and operation shall be
               performed in a manner to avoid any interference with any other
               tenants or Landlord. Tenant agrees that at all times during the
               Term, it will keep the roof of the Building or Building 64, as
               the case may be, and the Roof Space free of all trash or waste
               materials produced by Tenant or Tenant's agents, employees or
               contractors.

          G.   In light of the specialized nature of the Dish/Antenna, Tenant
               shall be permitted to utilize the services of its choice for
               installation, operation, removal and repair of the Dish/Antenna,
               the appurtenances and the Aesthetic Screening, if any, subject to
               the reasonable approval of Landlord. Notwithstanding the
               foregoing, Tenant must provide Landlord with prior written notice
               of any such installation, removal or repair and coordinate such
               work with Landlord in order to avoid voiding or otherwise
               adversely affecting any warranties granted to Landlord with
               respect to the roof. If necessary, Tenant, at its sole cost and
               expense, shall retain any contractor having a then existing
               warranty in effect on the roof to perform such work (to the
               extent that it involves the roof), or, at Tenant's option, to
               perform such work in conjunction with Tenant's contractor. In the
               event the Landlord contemplates roof repairs that could affect
               Tenant's Dish/Antenna, or which may result in an interruption of
               the Tenant's telecommunication service, Landlord shall formally
               notify Tenant at least thirty (30) days in advance (except in
               cases of an emergency) prior to the commencement of such
               contemplated work in order to allow Tenant to make other
               arrangements for such service.

          H.   Tenant shall not allow any provider of telecommunication, video,
               data or related services ("Communication Services") to locate any
               equipment on the roof of the Building, Building 64 or in the Roof
               Space for any purpose whatsoever, nor may Tenant use the Roof
               Space and/or Dish/Antenna to provide Communication Services to an
               unaffiliated tenant, occupant or licensee of another building, or
               to facilitate the provision of Communication Services on behalf
               of another Communication Services provider to an unaffiliated
               tenant, occupant or licensee of the Building, Building 64 or any
               other building.

          I.   Tenant acknowledges that Landlord may at some time establish a
               standard license agreement (the "License Agreement") with respect
               to the use of roof space by tenants of the Building or Building
               64, or both. Tenant, upon request of Landlord, shall enter into
               such License Agreement with Landlord provided that such agreement
               does not materially alter the rights of Tenant hereunder with
               respect to the Roof Space.

          J.   Tenant specifically acknowledges and agrees that the terms and
               conditions of Article XIV of the Lease (Indemnity and Waiver of
               Claims) shall apply with full force and effect to the Roof Space
               and any other portions of the roof accessed or utilized by
               Tenant, its representatives, agents, employees or contractors.

          K.   If Tenant defaults under any of the terms and conditions of this
               Section or the Lease, and Tenant fails to cure said default
               within the time allowed by Article XIX of the Lease, Landlord
               shall be permitted to exercise all remedies provided under the
               terms of the Lease, including removing the Dish/Antenna, the
               appurtenances and the Aesthetic Screening, if any, and restoring
               the Building or Building 64, as the case may be, and the Roof
               Space to the condition that existed prior to the installation of
               the Dish/Antenna, the appurtenances and the Aesthetic Screening,
               if any. If Landlord removes the Dish/Antenna, the appurtenances
               and the Aesthetic Screening, if any, as a result of an uncured
               default, Tenant shall be liable for all costs and expenses
               Landlord incurs in removing the Dish/Antenna, the appurtenances
               and the Aesthetic Screening, if any, and repairing any damage to
               the Building or Building 64, as the case may be, the roof of the
               Building or Building 64, as the case may be, and the Roof Space
               caused by the installation, operation or maintenance of the
               Dish/Antenna, the appurtenances, and the Aesthetic Screening, if
               any.

                                     E - 7
<PAGE>

          IN WITNESS WHEREOF, Landlord and Tenant have executed this exhibit as
of the day and year first above written.


                              LANDLORD:


                              EOP-PERIMETER CENTER, L.L.C., a Delaware limited
                              liability company

                          By:   EOP Operating Limited Partnership, a Delaware
                                limited partnership, its sole member

                                By: Equity Office Properties Trust, a Maryland
                                    real estate investment trust, its managing
                                    general partner


                                                By:    /s/ Jeff Sweeney
                                                   -----------------------------

                                                Name:    Jeff Sweeney
                                                     ---------------------------

                                                Title:  V.P. Leasing
                                                      --------------------------


                              TENANT:
                              INTERLIANT, INC., a Delaware corporation


                              By:     /s/ Jennifer Lawton
                                 -----------------------------------------------

                              Name:    Jennifer Lawton
                                   ---------------------------------------------

                              Title:  Senior Vice President
                                    --------------------------------------------

                                     E - 8
<PAGE>

                                   EXHIBIT F

                           FORM OF LETTER OF CREDIT
                           ------------------------

                        -------------------------------
                        [Name of Financial Institution]

                                         Irrevocable Standby
                                         Letter of Credit
                                         No.
                                            ------------------------------------
                                         Issuance Date:
                                                       -------------------------
                                         Expiration Date:
                                                         -----------------------
                                         Applicant:
                                                   -----------------------------

Beneficiary
-----------

[Insert Name of Owner]

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

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

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

Ladies/Gentlemen:

     We hereby establish our Irrevocable Standby Letter of Credit in your favor
for the account of the above referenced Applicant in the amount of
____________________ U.S. Dollars ($____________________) available for payment
at sight by your draft drawn on us when accompanied by the following documents:

1.   An original copy of this Irrevocable Standby Letter of Credit.

2.   Beneficiary's dated statement purportedly signed by one of its officers
     reading: "This draw in the amount of ______________________ U.S. Dollars
     ($____________) under your Irrevocable Standby Letter of Credit No.
     ____________________ represents funds due and owing to us as a result of
     the Applicant's failure to comply with one or more of the terms of that
     certain lease by and between ______________________, as landlord, and
     _____________, as tenant."

     It is a condition of this Irrevocable Standby Letter of Credit that it will
be considered automatically renewed for a one year period upon the expiration
date set forth above and upon each anniversary of such date, unless at least
sixty (60) days prior to such expiration date or applicable anniversary thereof,
we notify you in writing by certified mail, return receipt requested, that we
elect not to so renew this Irrevocable Standby Letter of Credit. A copy of any
such notice shall also be sent to: Equity Office Properties Trust, 2 North
Riverside Plaza, Suite 2200, Chicago, IL 60606, Attention: Treasurer. In
addition to the foregoing, we understand and agree that you shall be entitled to
draw upon this Irrevocable Standby Letter of Credit in accordance with 1 and 2
above in the event that we elect not to renew this Irrevocable Standby Letter of
Credit and, in addition, you provide us with a dated statement purportedly
signed by one of Beneficiary's officers stating that the Applicant has failed to
provide you with an acceptable substitute irrevocable standby letter of credit
in accordance with the terms of the above referenced lease. We further
acknowledge and agree that: (a) upon receipt of the documentation required
herein, we will honor your draws against this Irrevocable Standby Letter of
Credit without inquiry into the accuracy of Beneficiary's signed statement and
regardless of whether Applicant disputes the content of such statement; (b) this
Irrevocable Standby Letter of Credit shall permit partial draws and, in the
event you elect to draw upon less than the full stated amount hereof, the stated
amount of this Irrevocable Standby Letter of Credit shall be automatically
reduced by the amount of such partial draw; and (c) you shall be entitled to
assign your interest in this Irrevocable Standby Letter of Credit from time to
time without our approval and without charge. In the event of an assignment, we
reserve the right to require reasonable evidence of such assignment as a
condition to any draw hereunder.

     This Irrevocable Standby Letter of Credit is subject to the Uniform Customs
and Practice for Documentary Credits (1993 revision) ICC Publication No. 500.

                                     F - 1
<PAGE>

     We hereby engage with you to honor drafts and documents drawn under and in
compliance with the terms of this Irrevocable Standby Letter of Credit.

     All communications to us with respect to this Irrevocable Standby Letter of
Credit must be addressed to our office located at ______________________________
the attention of __________________________________.


                                                  Very truly yours,


                                                  ______________________________


                                                  ______________________________
                                                  [name]


                                                  ______________________________
                                                  [title]

                                     F - 2