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             EXHIBIT 10.19--LEASE AGREEMENT BETWEEN SIDEWARE CORP.
                   AND SANCTUARY PARK REALTY HOLDING COMPANY
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                                LEASE AGREEMENT

    THIS LEASE AGREEMENT (THIS "LEASE"), MADE AND ENTERED INTO BY AND BETWEEN
SANCTUARY PARK REALTY HOLDING COMPANY, A DELAWARE CORPORATION (HEREINAFTER
REFERRED TO AS "LANDLORD"), AND SIDEWARE CORPORATION, A WASHINGTON CORPORATION
(HEREINAFTER REFERRED TO AS "TENANT").

                             W I T N E S S E T H :

    1.  BASIC LEASE INFORMATION.  Each use of the terms capitalized and defined
in this Paragraph 1 shall be deemed to refer to, and shall have the respective
meanings set forth in, this Paragraph 1.

        (a)  BUILDING.  The multi-story, precast concrete and glass
    four (4) story office building located on the Land and being commonly known
    as "Lake View I."

        (b)  LAND.  Those certain parcels of land more particularly described on
    Exhibit "A" attached hereto and by this reference made a part hereof.

        (c)  PREMISES.  That portion of the first floor of the Building,
    presently known as Suite Number 150 thereof, substantially as shown on Floor
    Plan(s) attached hereto as Exhibit "B" and by this reference made a part
    hereof.

        (d)  COMMON AREAS.  Those certain areas and facilities of the Building
    that are from time to time provided by Landlord, in its discretion, for the
    use of tenants of the Building and their employees, clients, customers,
    licensees and invitees or for use by the public, which facilities and
    improvements might include any and all corridors, elevator foyers, vending
    areas, bathrooms, electrical and telephone rooms, mechanical rooms,
    janitorial areas and other similar facilities of the Building, and any and
    all grounds, parks, landscaped areas, outside sitting areas, sidewalks,
    walkways, pedestrian ways, loading docks, and generally all other
    improvements located on the Land and designed for use in common by tenants,
    their employees, clients, customers, licensees and invitees. Common Area
    also includes those portions of the Office Park lying outside the Building
    which are designated as "common areas" for the use, enjoyment and benefit of
    all owners or tenants of property located within the Office Park and their
    lessees, sublessees and invitees.

        (e)  TENANT'S PERMITTED USES.  Executive and administrative offices
    reasonable and customary for a first-class office building, but specifically
    excluding medical and dental offices, governmental offices, travel agencies
    and airline ticket sales. Tenant further agrees to comply with the
    provisions of Paragraph 46 hereof.

        (f)  COMMENCEMENT DATE.  May 1, 2000, subject to Paragraph 2(b) hereof.

        (g)  LEASE EXPIRATION DATE.  The last day of the calendar month in which
    the day immediately preceding the third (3rd) annual anniversary of the
    Commencement Date occurs.

        (h)  TERM.  Approximately three (3) years, beginning on the Commencement
    Date and ending at 11:59 p.m. on the Lease Expiration Date, unless this
    Lease is sooner terminated as provided herein.

        (i)  NET RENTABLE AREA OF THE PREMISES.  Approximately 3,099 rentable
    square feet based upon the actual number of square feet of usable area in
    the Premises, plus an add-on factor of thirteen and one-half percent (13.5%)
    which has been mutually agreed to by Landlord and Tenant to reflect the
    Common Areas of the Building, and subject to recalculation by Landlord
    pursuant to the provisions of Paragraph 2(a) hereof. No such recalculation
    shall occur during the initial Term of the Lease.

        (j)  NET RENTABLE AREA OF THE BUILDING.  180,741 square feet, subject to
    recalculation by Landlord.

        (k)  TENANT'S SHARE.  1.7146 percent (1.7146%) representing a fraction,
    the numerator of which is the Net Rentable Area of the Premises and the
    denominator of which is the Net Rentable Area of the Building, subject to
    future adjustments pursuant to the provisions of Paragraph 2 (a) hereof, and
    in the case of any expansion of the Premises.

        (l)  RENT.  The Monthly Rental, the Additional Rent [as defined in
    Paragraph 3(a)] and all other sums due from Tenant to Landlord hereunder.
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        (m)  ANNUAL RENTAL PER SQUARE FOOT.  Annual Rental Per Square Foot means
    the annual rental rate per square foot of Net Rentable Area determined as
    set forth in Paragraph 3 (b) below. The initial Annual Rental Per Square
    Foot is $21.95.

        (n)  MONTHLY RENTAL.  Tenant shall pay to Landlord, commencing on the
    Commencement Date and continuing throughout the Term, monthly rental
    ("Monthly Rental") calculated by multiplying the Net Rentable Area of the
    Premises by the Annual Rental Per Square Foot, and then dividing the
    resulting product thereof by twelve (12). The initial Monthly Rental is
    $5,668.59 per month, subject to increase as set forth herein.

        (o)  OFFICE PARK.  The business park composed of the areas designated by
    Landlord from time to time as a part of the Office Park, which is located
    along Rock Mill Road in Land Lots 592, 605, 606 and 639 of the
    1st District, 2nd Section, Alpharetta, Fulton County, Georgia.

        (p)  SECURITY DEPOSIT.  $5,668.59, to be held by Landlord in accordance
    with the provisions of Paragraph 3. Tenant is also required to submit a
    "Letter of Credit" (as hereinafter defined) to Landlord. The Letter of
    Credit shall be in the form attached hereto as Exhibit "G," and by this
    reference made a part hereof, to be deposited with Landlord and held by
    Landlord in accordance with the provisions of Paragraph 45 of this Lease.

        (q)  LEASE YEAR.  A Lease Year shall be each twelve (12) month period
    beginning on the Commencement Date; provided, however, if the Commencement
    Date is not the first day of the month, the first Lease Year shall commence
    on the Commencement Date and end on the last day of the
    twelfth (12th) month thereafter and the second and each succeeding Lease
    Year shall commence on the first day of the next calendar month.

    2.  PREMISES AND TERM.

    (a) In consideration of the obligation of Tenant to pay Rent as herein
provided, and in consideration of the other terms, provisions and covenants
hereof, Landlord hereby demises and leases the Premises to Tenant, and Tenant
hereby accepts and leases the Premises from Landlord for the Term. During the
Term, Tenant shall have the right to use the Common Areas in common with others
and in accordance with the Rules and Regulations. The number of square feet of
Net Rentable Area of the Premises stated in Paragraph 1 above shall be used in
the computation of Monthly Rental, Additional Rent, and all other charges due
hereunder, for the initial Term of the Lease.

    (b) The "Commencement Date" shall be: (i) the date set forth in Paragraph 1
above; or (ii) such later date upon which the improvements in the Premises have
been substantially completed in accordance with the plans and specifications
therefor (other than minor punch list items and any work which cannot be
completed on such date provided such incompletion will not substantially
interfere with Tenant's use of the Premises) and a temporary certificate of
occupancy has been issued by the City of Alpharetta, Georgia; provided, however,
the Commencement Date and the payment of Rent hereunder shall be accelerated by
the number of days of any "Tenant Delay" (as defined in the Work Letter attached
hereto as Exhibit "C"), which causes Landlord to be delayed in delivering the
Premises beyond May 1, 2000. See Paragraph 40 below.

    (c) Landlord agrees to perform the "Landlord's Work," and, subject to
reimbursement by Tenant for all costs in excess of the "Tenant Improvement
Allowance," the "Tenant's Work," all as more particularly defined and described
in the Work Letter attached hereto as Exhibit "C," with diligence, subject to
events and delays due to causes beyond its reasonable control. The Premises
shall be deemed substantially completed and possession delivered when Landlord
has substantially completed the work to be constructed or installed pursuant to
the provisions of said Work Letter, subject only to the completion of items on
Landlord's Punch List (and exclusive of the installation of all telephone and
other communications facilities and equipment and other finish work to be
performed by or for Tenant).

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    (d) Taking of possession by Tenant shall be deemed conclusively to establish
that said "Leasehold Improvements" (as defined in the Work Letter) have been
completed in accordance with the plans and specifications and that the Premises
are in good and satisfactory condition, subject to items set forth in the
"Landlord's Punch List" (as defined in the Work Letter attached hereto as
Exhibit "C"), as of the date possession was so taken. After the Commencement
Date, Tenant shall, upon demand, execute and deliver to Landlord a Commencement
Notice in the form attached hereto as Exhibit "D" and by this reference made a
part hereof. In the event of any dispute as to Substantial Completion of work
performed or required to be performed by Landlord, the certificate of Landlord's
architect or general contractor shall be conclusive. Landlord shall have a
reasonable amount of time after the preparation of the Landlord's Punch List to
correct the matters set forth on the Landlord's Punch List. Tenant may occupy
the Premises prior to the Commencement Date in accordance with Paragraph 40 of
this Lease.

    3.  MONTHLY RENTAL, ADDITIONAL RENT AND SECURITY DEPOSIT.

    (a) Tenant shall pay to Landlord, without notice, demand, offset or
deduction, in lawful money of the United States of America, at Landlord's
Address for Payments as set forth in Paragraph 26 hereof, or at such other place
as Landlord shall designate in writing from time to time: (i) the Monthly
Rental, in equal monthly installments in advance on the first day of each
calendar month during the Term; (ii) the Additional Rent ("Additional Rent")
consisting of those sums of money due and payable, if any, by Tenant under
Paragraph 3 hereof; and (iii) all other sums of money due and payable by Tenant
hereunder, at the respective times required hereunder. The first monthly
installment of Monthly Rental shall be paid in advance on the date of Tenant's
execution of this Lease and shall be applied to the first installment of Monthly
Rental due under this Lease. Payment of the Rent shall otherwise begin on the
Commencement Date; provided, however, that if either the Commencement Date or
the Lease Expiration Date falls on a date other than the first day of a calendar
month, the Rent due for such fractional month shall be prorated on a per diem
basis between Landlord and Tenant so as to charge Tenant only for the portion of
such fractional month falling within the Term.

    (b) Commencing on the first (1st) day of the second (2nd) Lease Year and
continuing on the first day of each Lease Year thereafter during the Term, the
Annual Rental Per Square Foot shall be increased by an amount calculated as
follows:

        (i) Divide the Operating Expense Base [as defined in Paragraph 3(d)] by
    the number of square feet of Net Rentable Area in the Building (180,741).
    The result is hereinafter referred to as the "Per Square Foot Operating
    Expense Base."

        (ii) Subtract the Per Square Foot Operating Expense Base from the
    initial Annual Rental Per Square Foot. The remainder is hereinafter referred
    to as the "Initial Base Rent."

       (iii) Increase the Initial Base Rent (or the Escalated Base Rent for the
    previous Lease Year, as the case may be) by an amount equal to
    three percent (3%). The Initial Base Rent, as so escalated and increased
    each Lease Year, on a cumulative and compounded basis, is hereinafter
    referred to as the "Escalated Base Rent." Thereafter, on the first (1st) day
    of each Lease Year during the remainder of the Term, beginning on the first
    (1st) day of the third (3rd) Lease Year, the Escalated Base Rent determined
    for the previous Lease Year shall again be increased as set forth herein,
    and, as so increased, shall constitute the Escalated Base Rent for that
    Lease Year.

        (iv) To determine the Annual Rental Per Square Foot for a particular
    Lease Year, add the Escalated Base Rent for such Lease Year to the Per
    Square Foot Operating Expense Base.

    By way of illustration only, if the Per Square Foot Operating Expense Base
for calendar year 2000 is determined to be Six and 30/100ths Dollars ($6.30),
then the Initial Base Rent per Square Foot would be $15.40 per square foot of
Net Rentable Area ($21.70-$6.30). Escalated Base Rent applicable for the second
(2nd) Lease Year would be $15.86 (1.03 X $15.40). This would result in the
Annual Rental Per

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Square Foot for the second (2nd) Lease Year being $22.16 ($15.86 + $6.30). All
future escalations would be applied to the Escalated Base Rent, as it increases
from time to time throughout the Term on a cumulative and compounded basis, on
the first (1st) day of each Lease Year during the Term. If the per Square Foot
Operating Expense Base cannot be calculated on the first (1st) day of the second
(2nd) Lease Year because the Operating Expense Base has not been finally
determined as of that date, Landlord shall provide Tenant with an estimate of
the Escalated Base Rent and resulting estimated Monthly Rental for such Lease
Year, and Tenant shall pay such estimated amount of Monthly Rental until the
actual Operating Expense Base is determined, at which time Landlord shall
provide Tenant with a statement showing the calculation of the Escalated Base
Rent and the resulting, actual Monthly Rental for such Lease Year. Within
ten (10) days following receipt of Landlord's statement, Tenant shall pay to
Landlord any amounts due from Tenant because of such adjustments to the Monthly
Rental for the months for which Tenant would have paid a greater Monthly Rental
had such figure been calculated earlier. If Tenant's payments have been in
excess of the increased Monthly Rental due, Tenant shall receive a credit for
such excess amount which shall be applied to the next installment of Monthly
Rental due from Tenant; provided that in no event shall Monthly Rental ever be
less than the initial Monthly Rental set forth herein.

    (c) Intentionally Omitted.

    (d) Beginning January 1, 2001, and continuing on the first day of each month
thereafter during the Term, and any extension thereof, Tenant shall pay to
Landlord, as Additional Rent, at the same time as the monthly installment of
Monthly Rental is paid, an amount equal to one-twelfth ( 1/12th) of Landlord's
estimate (as determined by Landlord in its sole discretion) of Tenant's Share of
any projected increase in Operating Expenses for the particular calendar year in
excess of the Operating Expense Base (the "Estimated Escalation Increase"). The
Operating Expense Base shall be the actual Operating Expenses experienced during
calendar year 2000. If the Building is not fully occupied during any calendar
year, Landlord shall adjust those Operating Expenses which are affected by
Building occupancy for such calendar year, or portion thereof, as the case may
be, to reflect an occupancy of not less than ninety-five percent (95%) of the
total Net Rentable Area of the Building. In computing the Estimated Escalation
Increase for any particular calendar year, Landlord shall take into account any
prior increases in Tenant's Share of Operating Expenses. If during any calendar
year the Estimated Escalation Increase is less than the Estimated Escalation
Increase for the previous year, such Additional Rent payments attributable to
the Estimated Escalation Increase to be paid by Tenant for the new calendar year
shall be decreased accordingly; provided, however, in no event will the Rent
paid by Tenant hereunder ever be less than the Monthly Rental. If, for any
reason, Landlord has not provided Tenant with the Estimated Escalation Increase
on or before the first day of any year during the Term, then, (i) until the
first day of the calendar month following the month in which Tenant is given the
Estimated Escalation Increase, Tenant shall continue to pay to Landlord on the
first day of each calendar month the sum, if any, payable by Tenant under this
Paragraph for the month of December of the preceding year, and (ii) on the first
day of the month following Tenant's receipt of Landlord's determination of the
Estimated Escalation Increase, Tenant shall pay to Landlord an amount equal to
one-twelfth ( 1/12) of the Estimated Escalation Increase as shown on the
estimate provided by Landlord, plus an amount equal to the remainder obtained by
subtracting the amount theretofore paid by Tenant pursuant to subparagraph (i)
from that amount obtained by multiplying the number of months (exclusive of the
month then at hand) occurring since the first day of such year by Tenant's
then-correct monthly share of the Estimated Escalation Increase. If such
calculation proves that Tenant has overpaid, Landlord shall apply such
overpayment as a credit against Tenant's future payment obligations for
Additional Rent until such credit is depleted. The foregoing notwithstanding,
Landlord shall have the right from time to time during any year to notify Tenant
in writing of any change in Landlord's estimate of the Estimated Escalation
Increase, in which event Tenant's payment of the Estimated Escalation Increase,
as previously estimated, shall be adjusted to reflect the amount shown in such
notice and shall be effective and due from Tenant on the first day of the month
following Landlord's giving of such notice.

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    (e) For the purposes of this Lease, the term "Operating Expenses" shall mean
all expenses and disbursements of every kind (subject to the limitations set
forth below) which Landlord incurs, pays or becomes obligated to pay in
connection with the ownership, operation and maintenance of the Building,
determined in accordance with generally accepted accounting principles
consistently applied, including but not limited to the following:

        (i) Wages and salaries (including management fees) of all employees
    engaged in the operation, repair, replacement, maintenance and security of
    the Building, including taxes, insurance and benefits relating thereto;

        (ii) All supplies and materials used in the operation, maintenance,
    repair, replacement and security of the Building;

       (iii) The annual cost of all capital improvements made to the Building
    which, although capital in nature, can reasonably be expected to reduce the
    normal operating costs of the Building, as well as all capital improvements
    made in order to comply with any law promulgated by any governmental
    authority or which are designed to protect or enhance the health, safety or
    welfare of the tenants in the Building or their invitees, as amortized over
    the useful economic life of such improvements as determined by Landlord in
    its reasonable discretion (without regard to the period over which such
    improvements may be depreciated or amortized for federal income tax
    purposes);

        (iv) The cost of all electricity, water and other utilities, other than
    the cost of utilities directly reimbursed to Landlord (i.e., through
    submeters or comparable devices) by the Building's tenants (including
    Tenant);

        (v) The cost of any insurance or insurance related expense applicable to
    the Building and Landlord's personal property used in connection therewith;

        (vi) All taxes and assessments and governmental charges whether federal,
    state, county or municipal, and whether they be by taxing or management
    districts or authorities presently taxing or by others, subsequently created
    or otherwise, and any other taxes and assessments attributable to the
    Building (or its operation), excluding, however, federal and state taxes on
    income (collectively, "Taxes"); if the present method of taxation changes so
    that in lieu of the whole or any part of any Taxes levied on the Building,
    there is levied on Landlord a capital tax directly on the rents received
    therefrom or a franchise tax, assessment, or charge based, in whole or in
    part, upon such rents for the Building, then all such taxes, assessments or
    charges, or the part thereof so based, shall be deemed to be included within
    the term "Taxes" for the purposes hereof;

       (vii) Cost of security, repairs, replacements and general maintenance of
    the interior and exterior of the Building (including, but not limited to,
    the roof, the foundation and the exterior walls; light bulbs and glass
    breakage; the redecorating, repainting, recarpeting and other such work of
    any Common Areas; heating, ventilation and air conditioning equipment;
    plumbing and electrical equipment; elevators; trash removal; security
    services; janitorial service; HVAC maintenance; grounds maintenance; alarm
    services; window cleaning; parking areas and landscaping), whether performed
    by Landlord or pursuant to service or maintenance contracts with independent
    contractors;

      (viii) Cost of service or maintenance contracts with independent
    contractors for the operation, maintenance, repair, replacement or security
    of the Building (including, without limitation, trash removal, security
    services, janitorial service, HVAC maintenance, grounds maintenance, alarm
    services, window cleaning and elevator maintenance);

        (ix) The amount of basic rent payable under and pursuant to any ground
    lease pertaining to the Land;

        (x) A management fee and other expenses incurred for the general
    operation and management of the Building;

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        (xi) Legal and accounting fees and expenses; and

       (xii) Anything which could be classified as an operating expense under
    generally accepted accounting principles, consistently applied, but not
    specified or expressly set forth hereunder.

    There are specifically excluded from the definition of the term "Operating
Expenses" expenses: (1) for capital improvements made to the Building, other
than (A) capital improvements described in subparagraph 3(e)(iii) above and
(B) items which, though capital for accounting purposes, are properly considered
maintenance and repair items, such as painting of Common Areas, replacement of
carpet in elevator lobbies, and the like [expenses for capital improvements of
the type referenced in (A) and (B) of this section (1) may be included in
Operating Expenses]; (2) for repair, replacement and general maintenance paid by
proceeds of insurance or by Tenant or other third parties, and alterations
attributable solely to tenants of the Building other than Tenant; (3) for
interest, amortization or other payments on loans to Landlord; (4) for
depreciation of the Building; (5) for leasing commissions; (6) for legal
expenses with respect to disputes with individual tenants and negotiation of
tenant leases; (7) for renovating or otherwise improving space for occupants of
the Building or vacant space in the Building; and (8) for federal income taxes
imposed on or measured by the income of Landlord from the operation of the
Building.

    (f) Within six (6) months after January 1 of each year during the Term, or
as soon thereafter as is practicable, Landlord shall furnish Tenant with a
statement of the actual Operating Expenses for the preceding year and the
resulting, actual amount of Tenant's Share of any increase in Operating Expenses
in excess of the Operating Expense Base. Thereafter, Landlord shall be entitled,
if circumstances warrant, to issue one or more revised, corrected or
supplemental statements at any time and from time to time following the issuance
of the initial statement. Within ten (10) Business Days after Landlord's
delivery of such statement, Tenant shall make a lump sum payment to Landlord in
the amount, if any, by which Tenant's Share of the increase in the Operating
Expenses for the preceding calendar year in excess of the Operating Expense
Base, as shown on such Landlord's statement, exceeds the aggregate of the
monthly installments of Tenant's payments of the Estimated Escalation Increase
paid during such preceding year. If Tenant's share of the actual increase in
Operating Expenses, as shown on such Landlord's statement, is less than the
aggregate of the monthly installments of the Estimated Escalation Increase
actually paid by Tenant during such preceding year, then Landlord shall apply
such amount to the next accruing installments of Additional Rent due from Tenant
under this Paragraph 3, until fully credited to Tenant.

    (g) Tenant agrees to deposit the Security Deposit with Landlord on the date
of execution of this Lease by Tenant, which sum shall be held by Landlord,
without obligation for interest, as security for the performance of Tenant's
covenants and obligations under this Lease, it being expressly understood and
agreed that such Security Deposit is not an advance rental deposit or a measure
of Landlord's damages in case of Tenant's default. Upon the occurrence of any
"Event of Default" (as hereinafter defined) by Tenant, Landlord may, from time
to time, without prejudice to any other remedy provided herein or provided by
law, use such Security Deposit to the extent necessary to make good any arrears
of Rent or other payments due Landlord hereunder, and any other damages, injury,
expense or liability caused by such Event of Default; and Tenant shall pay to
Landlord on demand the amount so applied in order to restore the Security
Deposit to its original amount. Although the Security Deposit shall be deemed
the property of Landlord, any remaining balance of such Security Deposit shall
be returned by Landlord to Tenant at such time after termination of this Lease
as all of Tenant's obligations under this Lease have been fulfilled. If, during
the Term, Landlord, in Landlord's sole opinion, judgment and discretion, deems
itself insecure as to the performance or prospect of performance by Tenant as to
any of Tenant's obligations pursuant to this Lease, Tenant shall be required to
provide Landlord with an additional Security Deposit, in an amount and form
acceptable to Landlord.

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    4.  USE.

    (a) The Premises shall be used only for executive and administrative offices
for the conduct of Tenant's business, limited to the uses specifically set forth
in the Basic Lease Information and for no other purposes whatsoever. The
statement as to the particular nature of the business to be conducted by Tenant
in the Premises and uses to be made thereof by Tenant as set forth in the Basic
Lease Information shall not constitute a representation or warranty by Landlord
that such business or uses are lawful or permissible under any certificate of
occupancy for the Premises or the Building or are otherwise permitted by law.
Landlord does, however, represent that any certificate of occupancy issued with
respect to the Premises shall allow use for executive and administrative
offices. Tenant shall at its own cost and expense obtain any and all licenses
and permits necessary for any such use. Tenant shall comply with all
governmental laws, ordinances and regulations applicable to the use of the
Premises, and shall promptly comply with all governmental orders and directives
for the correction, prevention and abatement of nuisances in or upon, or
connected with, the Premises, all at Tenant's sole expense. Tenant shall not
permit any objectionable or unpleasant odors, smoke, dust, gas, noise or
vibrations to emanate from the Premises, nor take any other action which would
constitute a nuisance or would disturb or endanger any other tenants of the
Building or unreasonably interfere with their use of their respective premises.
Without Landlord's prior written consent, Tenant shall not receive, store or
otherwise handle any product, material or merchandise which is explosive or
highly flammable. Tenant will not permit the Premises to be used for any purpose
or in any manner (including without limitation any method of storage) which
would render the insurance thereon void or the insurance risk more hazardous or
cause the Insurance Commissioner or other insurance authority to disallow any
sprinkler credits. If any increase in the fire and extended coverage insurance
premiums paid by Landlord or other tenants for the Building is caused by
Tenant's use and occupancy of the Premises, or if Tenant vacates the Premises
and causes an increase in such premiums, then Tenant shall pay the amount of
such increase to Landlord as Additional Rent.

    (b) Tenant agrees that the floor load resulting from Tenant's furniture,
inventory and equipment pertaining to Tenant's use of the Premises shall not
exceed allowable design floor loading for the Building. Tenant shall distribute
floor loading in accordance with design loads for the Building. Tenant shall
hold harmless Landlord from any loss, liability and expenses, both real and
alleged, arising out of or caused by Tenant's negligence or failure to comply
with this Paragraph.

    5.  SERVICES AND UTILITIES.

    (a) Landlord shall maintain the Common Areas, including lobbies, stairs,
elevators, corridors and rest rooms, the windows in the Building, the
mechanical, plumbing and electrical equipment serving the Building, and the
structure itself, in reasonably good order and condition, except for damage
occasioned by the act of Tenant, its agents, servants, employees or invitees,
which damage shall be repaired by Landlord at Tenant's expense.

    (b) Provided Tenant is not in default hereunder, and subject to the
provisions contained elsewhere herein and in the Rules and Regulations, Landlord
agrees to furnish to the Premises during ordinary business hours of generally
recognized business days, to be determined by Landlord (but exclusive in any
event of Sundays and legal holidays), heat and air conditioning required in
Landlord's judgment (in accordance with the specifications in Paragraph 1.01(l)
of the Work Letter attached hereto as Exhibit "C") for the comfortable use and
occupancy of the Premises from 8:00 a.m. to 7:00 p.m. on weekdays and from
8:00 a.m. to 2:00 p.m. on Saturdays; janitorial services during the times and in
the manner set forth in Landlord's Cleaning Specifications attached hereto as
Exhibit "E," and elevator service. Landlord shall be under no obligation to
provide additional or after-hours heating or air conditioning, but if Landlord
elects to provide such services at Tenant's request, Tenant shall pay to
Landlord a reasonable charge for such services as determined from time to time
by Landlord. Tenant agrees to keep and cause to be kept closed all window
coverings, if any, when necessary because of the sun's position, and Tenant also
agrees at all times to cooperate fully with Landlord and to abide by all the
regulations and requirements which

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Landlord may prescribe for the proper functioning and protection of said
heating, ventilating, and air conditioning system and to comply with all laws,
ordinances and regulations respecting the conservation of energy. Whenever
heat-generating machines, excess lighting or equipment are used in the Premises
which affect the temperature otherwise maintained by the air conditioning
system, Landlord reserves the right to install supplementary air conditioning
units and metering devices for such units in the Premises, and the cost thereof,
including the cost of electricity and/or water therefor, shall be paid by Tenant
to Landlord upon demand by Landlord. Landlord agrees to furnish to the Premises
electricity for general office purposes and water for lavatory and drinking
purposes, subject to the provisions of subparagraph 5(c) below. Landlord shall
in no event be liable for any interruption or failure of utility services to the
Premises or for any result thereof. However, Landlord will use commercially
reasonable efforts to remedy any interruption or failure of utility services to
the Premises which interruption or failure is within its control.

    (c) Tenant will not without the prior written consent of Landlord use any
apparatus or device in the Premises which will in any way increase the amount of
electricity or water usually furnished or supplied for use of the Premises as
general office space; nor connect with electric current, except through existing
electrical outlets in the Premises, or water pipes, any apparatus or device for
the purposes of using electric current or water. If Tenant, in Landlord's
judgment, shall require water or electric current or any other resource in
excess of that usually furnished or supplied for use of the Premises as general
office space (it being understood that such an excess may result from the number
of fixtures, apparatus and devices in use, the nature of such fixtures,
apparatus and devices, the hours of use, or any combination of such factors),
Tenant shall first procure the prior written consent of Landlord, to the use
thereof, which Landlord may refuse, and Landlord may cause a special meter to be
installed in the Premises so as to measure the amount of water, electric current
or other resource consumed for any such other use. The cost of any such meters
and installation, maintenance and repair thereof shall be paid for by Tenant,
and Tenant agrees to pay Landlord promptly upon demand by Landlord for all such
water, electric current or other resource consumed, as shown by said meters, at
the rates charged by the local public utility furnishing the same, plus any
additional expense incurred in keeping account of the water, electric current or
other resource so consumed. Landlord shall not be in default hereunder or be
liable for any damages directly or indirectly resulting from, nor shall the
rental herein reserved be abated by reason of: (i) the installation, use or
interruption of use of any equipment in connection with the furnishing of any of
the foregoing utilities and services; (ii) failure to furnish or delay in
furnishing any such utilities or services when such failure or delay is caused
by Acts of God or the elements, labor disturbances of any character, any other
accidents or other conditions beyond the reasonable control of Landlord, or by
the making of repairs or improvements to the Premises or to the Building; or
(iii) the limitation, curtailment, rationing or restriction on use of water or
electricity, gas or any other form of energy or any other service or utility
whatsoever serving the Premises or the Building. Furthermore, Landlord shall be
entitled to cooperate voluntarily in a reasonable manner with the efforts of
national, state or local governmental agencies or utilities suppliers in
reducing consumption of energy, water or any other resources.

    (d) Any sums payable under this Paragraph 5 shall be considered Additional
Rent and may be added to any installment of Rent thereafter becoming due and
shall accrue late charges as Rent as set forth in subparagraph 19(g) of this
Lease, and Landlord shall have the same remedies for a default in payment of
such sums as for a default in the payment of Rent.

    (e) Tenant shall not provide any janitorial services without Landlord's
prior written consent and then only subject to supervision of Landlord and by a
janitorial contractor or employees at all times satisfactory to Landlord. Any
such services provided by Tenant shall be at Tenant's sole risk, cost and
responsibility.

    6.  TENANT REPAIRS.  Tenant shall, at all times during the Term, at Tenant's
sole cost and expense, keep the Premises and every part thereof in good order,
condition and repair, excepting ordinary wear and tear, damage thereto by fire,
earthquake, Act of God or the elements. Tenant shall, on or before the Lease
Expiration Date or any sooner date of termination of this Lease, unless Landlord
demands otherwise as in Paragraph 7 hereof provided, surrender to Landlord the
Premises and all repairs, changes, alterations,

                                       8
<PAGE>
additions and improvements thereto in the same condition as when received, or
when first installed, ordinary wear and tear, damage by fire, earthquake, Act of
God or the elements excepted. It is hereby understood and agreed that, except as
expressly set forth herein, Landlord has no obligation to alter, remodel,
improve, repair, decorate, or paint the Premises or any part thereof. However,
if Tenant fails to make required repairs to the Premises promptly, Landlord, at
Landlord's election, shall have the right to make such repairs, and Tenant shall
pay Landlord on demand Landlord's actual costs of such repair, plus a fee equal
to fifteen percent (15%) of such actual costs to cover Landlord's overhead in
making such repairs.

    7.  ALTERATIONS.  Tenant shall not make any alterations, additions or
improvements to the Premises (including but not limited to roof, floor and wall
penetrations) without the prior written consent of Landlord, which consent shall
not be unreasonably withheld or delayed. In the event Landlord consents to the
making of any such alterations, additions or improvements by Tenant, the same
shall be made by Tenant, at Tenant's sole cost and expense, in accordance with
all applicable laws, ordinances and regulations, and all requirements of
Landlord's and Tenant's insurance policies and only in accordance with plans and
specifications approved by Landlord; and any contractor or person selected by
Tenant to make the same and all subcontractors must first be approved in writing
by Landlord, or, at Landlord's sole option and discretion, the alterations,
additions or improvements shall be made by Landlord for Tenant's account and
Tenant shall fully reimburse Landlord for the entire cost thereof, including a
fee of five percent (5%) of such cost to cover Landlord's overhead, within
twenty (20) days after written notification of Tenant by Landlord providing
Tenant with an invoice or other request (or statement). Promptly after
completion of any alterations, additions, or improvements to the Premises made
by Tenant, Tenant shall supply Landlord with a set of scaled and dimensioned,
reproducible mylars of "as-built" plans for such alterations, additions or
improvements, certified by Tenant's architect or space planner. Tenant may,
without the consent of Landlord, but at its own cost and expense and in a good
and workmanlike manner erect such shelves, bins, machinery and trade fixtures as
it may deem advisable, without altering the basic character of the Building or
improvements and without overloading or damaging the Building or improvements,
and in each case complying with all applicable governmental laws, ordinances,
regulations and other requirements. All alterations, additions, improvements and
partitions erected by Tenant shall be and remain the property of Tenant during
the Term and Tenant shall, unless Landlord otherwise elects as herein provided,
remove all alterations, additions, improvements and partitions erected by Tenant
and restore the Premises to their original condition on or before the Lease
Expiration Date or any sooner date of termination of this Lease; provided,
however, that if Landlord so elects prior to termination or expiration of this
Lease, such alterations, additions, improvements and partitions shall become the
property of Landlord as of the Lease Expiration Date or any sooner date of
termination of this Lease and shall be delivered up to the Landlord with the
Premises. All shelves, bins, machinery and trade fixtures installed by Tenant
may be removed by Tenant prior to the termination of this Lease if Tenant so
elects, and shall be removed on or before the Lease Expiration Date or any
sooner date of termination of this Lease if required by Landlord; upon any such
removal Tenant shall restore the Premises to their original condition. All such
removals and restoration shall be accomplished in a good and workmanlike manner
so as not to damage the primary structure or structural qualities of the
Building and improvements situated in the Premises. Tenant shall not be required
to remove any of the Leasehold Improvements constructed pursuant to the Work
Letter attached hereto as Exhibit "C." In addition, Tenant shall not be required
to remove any subsequent alteration or improvement made by Tenant, provided
Tenant obtains Landlord's written consent to surrender such alteration or
improvement with the Premises, at the time Landlord consents to the making of
such alteration or improvement.

    8.  RULES AND REGULATIONS.  Tenant shall faithfully observe and comply with
the Rules and Regulations attached to this Lease as Exhibit "F" and by this
reference made a part hereof and all modifications thereof and additions thereto
from time to time put into effect by Landlord. Landlord shall not be responsible
for the non-performance by any other tenant or occupant of the Building of any
of said Rules and Regulations. Notwithstanding any provision of this Paragraph
or any other provision of the Rules and

                                       9
<PAGE>
Regulations to the contrary, Landlord hereby agrees that all such Rules and
Regulations shall be non-discriminatory in substance and in application to the
tenants of the Building and shall not be binding upon Tenant if the same
materially, adversely affect Tenant's business or its use and occupancy of the
Premises. In the case of any conflict between the Rules and Regulations
established by Landlord and this Lease, the provisions of this Lease shall
control.

    9.  INSPECTION AND RIGHT OF ENTRY.  Landlord reserves and shall at all times
have the right to enter the Premises to inspect the same, to supply janitorial
service and any other service to be provided by Landlord to Tenant hereunder, to
show said Premises to prospective purchasers, mortgagees or tenants, to post and
maintain all notices, including notices of non-responsibility, and to alter,
improve, or repair the Premises and any portion of the Building to which access
is conveniently made through the Premises, without abatement of Rent, and may
for that purpose erect, use and maintain scaffolding, pipes, conduits, and other
necessary structures in and through the Premises where reasonably required by
the character of the work to be performed, provided that entrance to the
Premises shall not be blocked thereby, and further provided that the business of
Tenant shall not be interfered with unreasonably. Tenant hereby waives any claim
for damages for any injury or inconvenience to or interference with Tenant's
business, any loss of occupancy or quiet enjoyment of the Premises and any other
loss occasioned thereby. For each of the aforesaid purposes, Landlord shall at
all times have and retain a key with which to unlock all of the doors in, upon
and about the Premises, excluding Tenant's vaults and safes, or special security
areas (designated in writing in advance and made known to Landlord), and
Landlord shall have the right to use any and all means which Landlord may deem
necessary or proper to open said doors in an emergency, in order to obtain entry
to any portion of the Premises, and any entry to the Premises, or portions
thereof obtained by Landlord by any of said means, or otherwise, shall not under
any circumstances be construed or deemed to be a forcible or unlawful entry into
the Premises, or an eviction, actual or constructive, of Tenant from the
Premises or any portions thereof. Landlord shall also have the right at any
time, without the same constituting an actual or constructive eviction and
without incurring any liability to Tenant therefor, to change the arrangement
and/or location of entrances or passageways, doors and doorways and corridors,
elevators, stairs, toilets or other public parts of the Building.

    10. INTENTIONALLY OMITTED.

    11. ASSIGNMENT AND SUBLETTING.

    (a) Neither Tenant nor its legal representatives or successors in interest
shall, by operation of law or otherwise, assign or otherwise transfer this Lease
or any part hereof, or the interest of Tenant under this Lease, and the Premises
or any part thereof shall never be sublet, occupied or used for any purpose by
anyone other than Tenant, without Tenant's obtaining in each instance the prior
written consent of Landlord in the manner hereinafter provided. Tenant shall not
modify, extend, or amend a sublease previously consented to by Landlord without
obtaining Landlord's prior written consent thereto. Tenant shall not mortgage,
pledge or otherwise encumber its interest under this Lease without the prior
written consent of Landlord, which consent may be withheld for any reason or no
reason, in the sole and absolute discretion of Landlord. All renewal or
extension rights, expansion rights, termination rights, exclusive rights,
opportunity rights and other such rights and options contained in this Lease
shall be personal to the original Tenant executing this Lease and shall
terminate upon any assignment or sublease affecting all or any portion of the
Premises.

    (b) An assignment of this Lease shall be deemed to have occurred: (i) if in
a single transaction or in a series of transactions more than a fifty percent
(50%) interest in Tenant, any guarantor of this Lease, or any subtenant (whether
stock, partnership interest, interest in a limited liability company or
otherwise) is transferred, diluted, reduced, or otherwise affected with the
result that the present holder or owners of Tenant, such guarantor, or such
subtenant have less than a fifty percent (50%) interest in Tenant, such
guarantor or such subtenant; or (ii) if Tenant's obligations under this Lease
are taken over or assumed in consideration of Tenant leasing space in another
office building. The transfer of the outstanding capital

                                       10
<PAGE>
stock of any corporate Tenant, guarantor or subtenant through the
"over-the-counter" market or any recognized national securities exchange [other
than by persons owning five percent (5%) or more of the voting stock of such
corporation] shall not be included in the calculation of such
fifty percent (50%) interest in (i) above.

    (c) If Tenant should desire to assign this Lease or sublet the Premises (or
any part thereof) and, Tenant is not then in default under this Lease, Tenant
shall give Landlord written notice no later than thirty (30) days in advance of
the proposed effective date of any proposed assignment or sublease, specifying
(i) the name and business of the proposed assignee or sublessee, (ii) the amount
and location of the space within the Premises proposed to be so subleased,
(iii) the proposed effective date and duration of the assignment or subletting,
(iv) the proposed rent or consideration to be paid to Tenant by such assignee or
sublessee, (v) the proposed use of the proposed assignee or sublessee,
(vi) complete, audited financial statements and a business plan for the proposed
sublessee or assignee, and (vii) a true and correct copy of the proposed
instrument of assignment or proposed sublease. In the event that Landlord agrees
to consent to any assignment or sublease, such consent shall be evidenced by the
execution of Landlord's standard form of consent to assignment or consent to
sublease by Tenant, the assignee or sublessee and Landlord. Landlord shall not
execute such consent until it has received a true and correct copy of the
fully-executed instrument of assignment or sublease and an original consent
executed by Tenant and the assignee or sublessee. Tenant shall promptly supply
Landlord with such other information as Landlord may request to evaluate the
proposed assignment or sublease. Landlord shall have a period of
twenty (20) days following receipt of such notice and other information
requested by Landlord within which to notify Tenant in writing that Landlord
elects: (A) to terminate this Lease as to the space so affected as of the
proposed effective date set forth in Tenant's notice, in which event Tenant
shall be relieved of all further obligations hereunder as to such space, except
for provisions of this Lease which expressly survive the termination hereof; or
(B) to permit Tenant to assign or sublet such space; provided, however, that, if
the rent rate agreed upon between Tenant and its proposed subtenant is greater
than the rent rate that Tenant must pay Landlord hereunder for that portion of
the Premises, or if any consideration shall be promised to or received by Tenant
in connection with such proposed assignment or sublease (in addition to rent),
then all of such excess rent and other consideration shall be considered
Additional Rent owed by Tenant to Landlord (less brokerage commissions,
attorneys' fees and other disbursements reasonably incurred by Tenant for such
assignment and subletting if acceptable evidence of such disbursements is
delivered to Landlord), and shall be paid by Tenant to Landlord, in the case of
excess rent, in the same manner that Tenant pays Monthly Rental and, in the case
of any other consideration, within ten (10) business days after receipt thereof
by Tenant; or (C) to refuse, in Landlord's sole and absolute discretion, to
consent to Tenant's assignment or subleasing of such space and to continue this
Lease in full force and effect as to the entire Premises. If Landlord should
fail to notify Tenant in writing of such election within the aforesaid twenty
(20) day period, Landlord shall be deemed to have elected option (C) above.
Whether or not Landlord grants its consent, Tenant shall reimburse Landlord,
within thirty (30) days after written request therefor, for all reasonable
legal, architectural and engineering fees and any other reasonable and actual
costs incurred by Landlord in connection with any request by Tenant for approval
of an assignment or subletting and such payment shall not be deducted from the
Additional Rent owed to Landlord pursuant to subsection (B) above. Tenant shall
deliver to Landlord copies of all documents executed in connection with any
permitted assignment or subletting, which documents shall be in form and
substance reasonably satisfactory to Landlord and which shall require any
assignee to assume performance of all terms of this Lease on Tenant's part to be
performed. No acceptance by Landlord of any Rent or any other sum of money from
any assignee, sublessee or other category of transferee shall be deemed to
constitute Landlord's consent to any assignment, sublease, or transfer.

    (d) Any attempted assignment or sublease by Tenant in violation of the terms
and provisions of this Paragraph 11 shall be void and such act shall constitute
a material breach of this Lease. In no event shall any assignment, subletting or
transfer, whether or not with Landlord's consent, relieve Tenant of its primary
liability under this Lease for the entire Term, and Tenant shall in no way be
released from the full

                                       11
<PAGE>
and complete performance of all the terms hereof. If Landlord takes possession
of the Premises before the expiration of the Term of this Lease, Landlord shall
have the right, at its option, to terminate all subleases, or to take over any
sublease of the Premises or any portion thereof and such subtenant shall attorn
to Landlord, as its landlord, under all the terms and obligations of such
sublease occurring from and after such date, but excluding previous acts,
omissions, negligence or defaults of Tenant and any repair or obligation in
excess of available net insurance proceeds or condemnation award.

    (e) Landlord shall have the right to sell, transfer, assign, pledge, and
convey all or any part of the Building and any and all of Landlord's rights
under this Lease. In the event Landlord assigns or otherwise conveys its rights
under this Lease, Landlord shall be entirely freed and released from any
obligations accruing thereafter under the Lease, and Tenant agrees to look
solely to Landlord's successor in interest for performance of such obligations.

    12. INSURANCE.

    (a) Landlord shall maintain Special Form Insurance on the Building and the
Premises, such policy(ies) to cover Landlord's interest in the Building and
Premises for not less than the full replacement cost thereof. Such insurance
shall be maintained at the expense of Landlord (as a part of Operating
Expenses), and payments for losses thereunder shall be made solely to Landlord
or the holder or holders of any mortgage or deed to secure debt encumbering the
Land, Building or Office Park (collectively, "Mortgagees"; each, a "Mortgagee")
as their respective interests shall appear.

    (b) Tenant shall maintain, at its expense, in an amount equal to the full
replacement cost thereof, Special Form Insurance on all of its personal
property, including furniture, equipment, fittings, installations, supplies,
phone systems, computer systems and removable trade fixtures, located in the
Premises. Such policy shall include Business Interruption/Additional Expense
coverage on a loss sustained basis.

    (c) Tenant shall also maintain Worker's Compensation and Employer's
Liability Insurance in form and amount satisfactory to Landlord and as required
by law.

    (d) Tenant and Landlord shall, each at its own expense, maintain a policy or
policies of Commercial General Liability Insurance (written on an occurrence
basis) with respect to the respective activities of each on the Land and in the
Building with the premiums thereon fully paid on or before the date due, issued
by and binding upon an insurance company authorized to conduct such business in
the State of Georgia. Such Commercial General Liability Insurance to be
maintained by Tenant and Landlord under this Paragraph shall afford minimum
protection of not less than $2,000,000.00 combined single limit coverage of
bodily injury, property damage, or combination thereof; and such Commercial
General Liability Insurance to be maintained by Tenant shall name Landlord, its
managing agent, and any other party reasonably required by Landlord, as
additional insureds. Such insurance coverage maintained by Tenant shall also
include, without limitation, personal injury and contractual liability coverage
for the performance by Tenant of the indemnity agreements set forth in this
Lease. Landlord shall not be required to maintain insurance against thefts
within the Premises, the Building, or on the Land.

    (e) Tenant shall also maintain and provide such other form or forms of
insurance, changes in amounts of coverage, or endorsements as Landlord, or any
Mortgagee of Landlord, may reasonably require from time to time.

    (f) All Commercial General Liability Insurance and Special Form Insurance
maintained by Tenant shall be written as primary policies and shall not call for
contribution from any other insurance available to Landlord.

    (g) Tenant shall, prior to the Commencement Date, provide Landlord with
current Certificates of Insurance, certified copies of such policies and
receipts for payment of premiums therefor, evidencing Tenant's compliance with
the terms and requirements of this Paragraph 12. All policies required to be

                                       12
<PAGE>
maintained by Tenant under this Paragraph 12 shall contain a provision whereby
the insurer is not allowed to cancel, fail to renew or change materially the
coverage, without first giving thirty (30) days' prior written notice to
Landlord. Tenant shall also obtain the agreement of Tenant's insurers to notify
Landlord that a policy is due to expire at least thirty (30) days prior to such
expiration. Not less than fifteen (15) days prior to the expiration date of any
such policies, certified copies of the renewals thereof (bearing notations
evidencing the payment of renewal premiums) shall be delivered to Landlord.

    (h) All insurance policies carried with respect to this Paragraph 12 shall
be issued by insurance companies licensed to do business in the State of Georgia
with a general policyholder's rating of at least A and a financial rating of at
least VIII in the most current Best's Insurance Reports.

    (i) All insurance policies required to be carried by Tenant with respect to
this Paragraph 12 shall be procured and maintained in full force and effect by
Tenant at its sole cost and expense and continue in full force and effect during
the Term of the Lease, any renewals or extensions thereof, any holdover period
under the Lease, any tenancy by whatsoever name called and any period of
occupancy by Tenant of the Premises prior to the Commencement Date of the Lease
or subsequent to the expiration or earlier termination of the Lease.

    (j) Anything in this Lease to the contrary notwithstanding (including,
without limitation, Paragraph 14 hereof), Landlord and Tenant each hereby waive
any and all rights of recovery, claim, action, or cause of action, against the
other, its agents, officers, or employees, for any loss or damage that may occur
to the Premises or a part thereof, or any improvements thereto, or any personal
property of such party therein, by reason of fire, the elements, or any other
cause(s), regardless of cause or origin, including negligence of the other party
hereto, its agents, officers or employees, where such loss or damage would
either be covered by insurance required to be maintained under this
Paragraph 12 (whether or not such insurance is in effect) or to the extent such
loss or damage is actually covered by any other insurance carried by each of
them. All insurance policies carried with respect to this Paragraph 12, if
permitted under applicable law, shall contain a provision whereby the insurer
waives, prior to loss, all rights of subrogation against Landlord and Tenant.
Landlord and Tenant acknowledge that the waivers and releases set forth in this
subparagraph are intended to result in any loss or damage which is covered by
insurance being borne by the insurance carrier of Landlord or Tenant, as the
case may be, or by the party having the insurable interest if such loss is not
covered by insurance and this Lease requires such party to maintain insurance to
cover such loss. Landlord and Tenant agree that such waivers and releases were
freely bargained for and willingly and voluntarily agreed to by Landlord and
Tenant and do not constitute a violation of public policy.

    13. FIRE AND CASUALTY DAMAGE.

    (a) If the Building should be totally destroyed by fire, tornado or other
casualty or if it should be damaged, to the extent that, in Landlord's
reasonable judgment, repair would not be economically feasible; or that
rebuilding or repairs cannot, in Landlord's estimation, be completed within
one hundred and sixty (160) days after the date of such damage; or if the
insurance proceeds remaining after any required payments to Mortgagees are
insufficient to repair such damage or destruction, Landlord shall have the
right, at Landlord's option, to terminate this Lease by giving Tenant written
notice of such termination within sixty (60) days after the date of such
casualty, and the Rent shall be apportioned and paid to the date on which
possession is relinquished or the date of such damage, whichever last occurs,
and Tenant shall immediately vacate the Premises according to such notice of
termination.

    (b) If the Building should be damaged by any peril covered by the insurance
to be provided by Landlord under Paragraph 12(a) above, but only to such extent
that rebuilding or repairs are, in Landlord's estimation, economically feasible
and can be completed within one hundred and sixty (160) days after the date of
such damage and the proceeds of such insurance, after deducting any required
payments to Mortgagees, are sufficient for such rebuilding or repairs, this
Lease shall not terminate, and Landlord shall

                                       13
<PAGE>
at its sole cost and expense thereupon proceed with reasonable diligence to
rebuild and repair the Building to substantially the condition in which it
existed prior to such damage, except that: (i) Landlord shall not be required to
rebuild, repair or replace any part of the partitions, fixtures, additions and
other improvements which may have been placed in, on or about the Premises by
Tenant; and (ii) Landlord may elect not to rebuild if such damage occurs during
the last year of the Term, exclusive of any option to extend the Term which is
unexercised at the time of such damage. If the Premises are untenantable in
whole or in part following such damage, the Rent payable hereunder during the
period in which the Premises are untenantable shall be reduced to such extent as
may be fair and reasonable under all of the circumstances. In the event that
Landlord should fail to complete such repairs and rebuilding within one hundred
and sixty (160) days after the date of such damage, Tenant may, at its option,
terminate this Lease by delivering written notice of termination to Landlord
within thirty (30) days after the expiration of such one hundred and sixty
(160) day period. Such termination shall be Tenant's exclusive remedy. If Tenant
fails to terminate this Lease within such 30-day period, Tenant shall be deemed
to have waived its rights to terminate by reason of the failure of Landlord to
complete such repairs and rebuilding within one hundred and sixty (160) days
after the date of such damage.

    (c) Notwithstanding anything herein to the contrary, in the event any
Mortgagee requires that the insurance proceeds be applied to the indebtedness
due such Mortgagee, then Landlord shall have the right to terminate this Lease
by delivering written notice of termination to Tenant within fifteen (15) days
after such requirement is made by any such Mortgagee, whereupon all rights and
obligations hereunder shall cease and terminate. In no event shall Landlord be
required under this Lease to incur any expenses in excess of available insurance
proceeds for the purpose of repairing or restoring the Building or the Premises
after a fire or other casualty.

    14. WAIVER OF CLAIMS; LANDLORD'S LIABILITY AND INDEMNIFICATION.

    (a) Tenant waives and releases all claims against Landlord, its agents,
employees, representatives and contractors for damage to any property or injury
to, or death of, any person in, upon, or about the Premises arising at any time
and from any cause other than by reason of the sole negligence of Landlord, its
agents, employees, representatives, or contractors.

    (b) Without limiting the generality of Paragraph 14(a), Tenant agrees that
Landlord, its agents, employees, representatives and contractors will not be
liable for any loss, injury, death, or damage (including consequential damages)
to persons, property, or Tenant's business occasioned by theft, act of God,
public enemy, injunction, riot, strike, insurrection, war, vermin, court order,
requisition, order of governmental body or authority, electricity, computer or
electronic equipment or systems malfunction, fire, explosion, falling objects,
steam, water, rain or snow, leak or flow of water (including water from the
elevator system), rain or snow from the Premises or into the Premises or from
the roof, street, subsurface or from any other place or by dampness or from the
breakage, leakage, obstruction, or other defects of the pipes, sprinklers,
wires, appliances, plumbing, air conditioning, or lighting fixtures of the
Building, or from construction, repair, alteration of the Premises or from any
acts or omissions of any other tenant, occupant, or visitor of the Premises, or
from any other cause whatsoever, except if such loss, injury, death, or damage
to persons, property, or Tenant's business is occasioned by the sole negligence
of the Landlord, its agents, employees, representatives or contractors.

                                       14
<PAGE>
    (c) Subject to the provisions of Paragraph 12(j) of this Lease, Tenant shall
indemnify and hold Landlord harmless from and against any and all claims arising
out of (i) the use of the Premises or any part thereof by Tenant, (ii) any
activity, work or other things done, permitted or suffered by Tenant in or about
the Premises, or any part thereof, (iii) any breach or default by Tenant in the
performance of any of its obligations under this Lease; and in each case from
and against any and all damages, losses, liabilities, lawsuits, cost and
expenses (including attorney's fees at all tribunal levels) arising in
connection with any such claim or claims as described in (i) through (iii)
above, or any action brought thereon. Subject to the provisions of
Paragraph 12(j) of this Lease, Landlord shall indemnify and hold Tenant harmless
from and against any and all claims arising out of (i) the use of the Common
Areas of the Building or any part thereof, (ii) any activity, work or other
things done, permitted or suffered by Landlord in or about the Common Areas, or
any part thereof, (iii) any breach or default by Landlord in the performance of
any of its obligations under this Lease; and in each case from and against any
and all damages, losses, liabilities, lawsuits, cost and expenses (including
attorney's fees at all tribunal levels) arising in connection with any such
claim or claims as described in (i) through (iii) above, or any action brought
thereon.

    (d) The provisions of this Paragraph 14 shall survive the expiration or
termination of this Lease with respect to any damage, injury, or death occurring
before such expiration or termination.

    15. CONDEMNATION.

    (a) If the whole or any substantial part of the Premises should be taken for
any public or quasi-public use under governmental law, ordinance or regulation,
or by right of eminent domain, or by private purchase in lieu thereof, and the
taking would prevent or materially interfere with the use of the Premises for
the purpose for which they are being used, this Lease shall terminate and the
Rent shall be apportioned and paid to the date on which the physical taking of
the Premises shall occur.

    (b) If part of the Premises shall be taken for any public or quasi-public
use under any governmental law, ordinance or regulation, or by right of eminent
domain, or by private purchase in lieu thereof, and this Lease is not terminated
as provided in subparagraph 15(a) above, this Lease shall not terminate but the
Rent payable hereunder during the unexpired portion of this Lease shall be
reduced to such extent as may be fair and reasonable under all of the
circumstances.

    (c) All compensation awarded for any taking (or the proceeds of private sale
in lieu thereof) of the Premises, the Building or other improvements, or any
part thereof, shall be the property of Landlord and Tenant hereby assigns its
interest in any such award to Landlord; provided, however Landlord shall have no
interest in any award made to Tenant for loss of business or for the taking of
Tenant's fixtures if a separate award for such items is made to Tenant.

    (d) In no event shall Landlord be required under this Lease to incur any
expenses in excess of available proceeds from any taking contemplated hereby for
the purposes of restoring the Building or the Premises after any such taking.

    16.  HOLDING OVER.  Tenant will, at the termination of this Lease by lapse
of time or otherwise, yield up immediate possession to Landlord with all repairs
and maintenance required herein to be performed by Tenant completed. Should
Tenant continue to hold the Premises after the expiration or earlier termination
of this Lease, or after reentry by Landlord without terminating this Lease, such
holding over, unless otherwise agreed to by Landlord in writing, shall
constitute and be construed as a tenancy at sufferance and not a tenancy at
will, at monthly installments of Rent equal to one hundred fifty percent (150%)
of the monthly portion of Rent in effect as of the date of expiration or earlier
termination, and subject to all of the other terms, charges and expenses set
forth herein except any right to renew this Lease or to expand the Premises or
any right to additional services. Tenant shall have no right to notice under
OFFICIAL CODE OF GEORGIA ANNOTATED Section44-7-7 of the termination of its
tenancy. Tenant shall also be liable to Landlord for all damage which Landlord
suffers because of any holding over by Tenant, and Tenant shall indemnify
Landlord against all claims made by any other tenant or prospective tenant
against Landlord resulting

                                       15
<PAGE>
from delay by Landlord in delivering possession of the Premises to such other
tenant or prospective tenant. No holding over by Tenant, whether with or without
consent of Landlord, shall operate to extend the Term except as otherwise
expressly provided in a written agreement executed by both Landlord and Tenant.
The provisions of this Paragraph 16 shall survive the expiration or earlier
termination of this Lease.

    17.  QUIET ENJOYMENT.  Landlord represents and warrants that it has full
right and authority to enter into this Lease and that Tenant, upon paying the
Rent herein set forth and performing its other covenants and agreements herein
set forth, shall peaceably and quietly have, hold and enjoy the Premises for the
Term without hindrance or molestation from Landlord, subject to the terms and
provisions of this Lease.

    18.  EVENTS OF DEFAULT.  The following events shall be deemed to be "Events
of Default" by Tenant under this Lease:

    (a) Tenant shall fail to pay any installment of the Rent herein reserved
when due, or any other payment or reimbursement to Landlord required herein when
due, and such failure shall continue for a period of five (5) days after
Landlord gives Tenant written notice of such past due Rent or other payment; or
Tenant shall fail to pay Rent or any other payment required herein within
five (5) days after the date due, at any time during a calendar year in which
Tenant has already received two (2) previous notices of its failure to pay Rent
or other payments by the due date.

    (b) Tenant or any guarantor of Tenant's obligations hereunder shall
generally not pay its debts as they become due or shall admit in writing its
inability to pay its debts or shall make a general assignment for the benefit of
creditors; or Tenant or any such guarantor shall commence any case, proceeding
or other action seeking to have an order for relief entered on its behalf as a
debtor or to adjudicate it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, liquidation, dissolution, or composition of it or its
debts under any law relating to bankruptcy, insolvency, reorganization or relief
of debtors or seeking appointment of a receiver, trustee, custodian or other
similar official for it or for all, or any substantial part of, its property; or
Tenant or any such guarantor shall take any action to authorize or in
contemplation of any of the actions set forth above in this Paragraph.

    (c) Any case, proceeding or other action against Tenant or any guarantor of
Tenant's obligations hereunder shall be commenced seeking to have an order for
relief entered against it as debtor or to adjudicate it a bankrupt or insolvent,
or seeking reorganization, arrangement, adjustment, liquidation, dissolution or
composition of it or its debts under any law relating to bankruptcy, insolvency,
reorganization or relief of debtors, or seeking appointment of a receiver,
trustee, custodian or other similar official for it or for all or any
substantial part of its property.

    (d) A receiver or trustee shall be appointed for all or substantially all of
the assets of the Tenant.

    (e) Tenant shall desert or vacate any substantial portion of the Premises
for more than fifteen (15) consecutive Business Days. Notwithstanding the
preceding sentence, Tenant shall not be deemed to have deserted or vacated the
Premises if it is conducting normal business operations within the Premises
during Business Hours and on Business Days with at least a skeleton crew. In
addition, Tenant may vacate the Premises for up to forty-five (45) consecutive
days in connection with preparing the Premises for occupancy by an approved
subtenant or assignee.

    (f) Tenant shall fail to discharge any lien placed upon the Premises in
violation of Paragraph 23 hereof within twenty (20) days after any such lien or
encumbrance is filed against the Premises.

    (g) Tenant shall fail to continuously operate its business at the Premises
for the permitted use set forth in Paragraph 1, whether or not Tenant is in
default of the payments of Rent due under this Lease.

    (h) Tenant shall fail to comply with any term, provision or covenant of this
Lease (other than the foregoing in this Paragraph 18), and shall not cure such
failure within twenty (20) days after written notice thereof to Tenant.

                                       16
<PAGE>
    19. REMEDIES.

    (a) Upon the occurrence of any one or more of the aforesaid Events of
Default, or upon the occurrence of any other default or defaults by Tenant under
this Lease, Landlord may, at Landlord's option, without any demand or notice
whatsoever (except as expressly required in this Paragraph 19):

        (i) Terminate this Lease, and Tenant shall remain liable for all Rent
    and all other obligations under this Lease arising up to the date of such
    termination; or

        (ii) Terminate this Lease, and Tenant shall remain liable for all
    damages Landlord may incur by reason of Tenant's default, including, without
    limitation, a sum which, at the date of such termination, represents the
    then value of the excess, if any, of (1) the total Rent, and all other
    obligations which would have been payable hereunder by Tenant for the period
    commencing with the day following the date of such termination and ending
    with the expiration date of the Term, over (2) the aggregate reasonable
    rental value of the Premises for the same period, plus (3) the costs of
    recovering the Premises and all other expenses incurred by Landlord due to
    Tenant's default, including, without limitation, reasonable attorney's fees,
    plus (4) the unpaid Rent earned as of the date of termination plus interest
    at the "Interest Rate" (as hereinafter defined), plus other sums of money
    and damages owing on the date of termination by Tenant to Landlord under
    this Lease or in connection with the Premises, all of which excess sum shall
    be deemed immediately due and payable; or

       (iii) Landlord may at its option, declare the difference, if any, between
    (A) the entire amount of Monthly Rental and Additional Rent which would
    become due and payable during the remainder of the Term, discounted to
    present value using a discount rate equal to the "Prime Rate" (as
    hereinafter defined) in effect as of the date of such declaration, and
    (B) the fair rental value of the Premises during the remainder of the Term
    (taking into account, among other factors, the anticipated duration of the
    period the Premises will be unoccupied prior to reletting and the
    anticipated cost of reletting the Premises), also discounted to present
    value using a discount rate equal to the Prime Rate in effect as of the date
    of such declaration, to be due and payable immediately and Tenant agrees to
    pay the same at once, together with all Monthly Rental, Additional Rent and
    other sums theretofore due; it being understood and agreed that such payment
    shall be and constitute Landlord's liquidated damages, Landlord and Tenant
    acknowledging and agreeing that it is difficult or impossible to determine
    the actual damages Landlord would suffer from Tenant's breach hereof and
    that the agreed upon liquidated damages are not punitive or penalties and
    are just, fair and reasonable, all in accordance with OFFICIAL CODE OF
    GEORGIA ANNOTATED Section 13-6-7. If Landlord exercises the election set out
    in this subparagraph, Landlord hereby waives any right to assert that
    Landlord's actual damages are greater than the amount calculated hereunder.
    "Prime Rate" means the Prime Rate published in the WALL STREET JOURNAL from
    time to time (adjusted daily) as being the base rate on corporate loans at
    large U.S. money center commercial banks. If the WALL STREET JOURNAL ceases
    to publish such a Prime Rate, the Prime Rate shall be the per annum interest
    rate which is publicly announced (whether or not actually charged in each
    instance) from time to time (adjusted daily) by Wachovia Bank of Georgia,
    N.A., Atlanta, Georgia as its "prime rate" or similar corporate borrowing
    reference rate; or

        (iv) Without terminating this Lease, Landlord may in its own name but as
    agent for Tenant enter into and upon and take possession of the Premises or
    any part thereof, and, at Landlord's option, remove persons and property
    therefrom and such property, if any, may be removed and stored in a
    warehouse or elsewhere at the cost of, and for the account of Tenant, all
    without being deemed guilty of trespass or becoming liable for any loss or
    damage which may be occasioned thereby, and Landlord may rent the Premises
    or any portion thereof as the agent of Tenant, with or without
    advertisement, and by private negotiations and for any term upon such terms
    and conditions as Landlord may deem necessary or desirable in order to relet
    the Premises. Upon each such reletting, all rentals received by Landlord
    from such reletting shall be applied: first, to the payment of any
    indebtedness (other than any Rent due hereunder) from Tenant to Landlord;
    second, to the payment of any costs and expenses

                                       17
<PAGE>
    of such reletting, including, without limitation, brokerage fees and
    attorney's fees and costs of alterations and repairs; third, to the payment
    of Rent and other charges then due and unpaid hereunder; and the residue, if
    any, shall be held by Landlord to the extent of and for application in
    payment of future Rent, if any becomes owing, as the same may become due and
    payable hereunder. In reletting the Premises as aforesaid, Landlord may
    grant rent concessions and Tenant shall not be credited therefor. If such
    rentals received from such reletting shall at any time or from time to time
    be less than sufficient to pay to Landlord the entire sums then due from
    Tenant hereunder, Tenant shall pay any such deficiency to Landlord. Such
    deficiency shall, at Landlord's option, be calculated and paid monthly.
    Notwithstanding any such reletting without termination, Landlord may at any
    time thereafter elect to terminate this Lease for any such previous default
    provided same has not been cured; or

        (v) Without terminating this Lease, and with or without notice to
    Tenant, Landlord may enter into and upon the Premises and without being
    liable for prosecution or any claim for damages therefor, maintain the
    Premises and repair or replace any damage thereto or do anything for which
    Tenant is responsible hereunder. Tenant shall reimburse Landlord immediately
    upon demand for any expenses which Landlord incurs in thus effecting
    Tenant's compliance under this Lease, and Landlord shall not be liable to
    Tenant for any damages with respect thereto; or

        (vi) Without liability to Tenant or any other party and without
    constituting a constructive or actual eviction, suspend or discontinue
    furnishing or rendering to Tenant any property, material, labor or other
    service, wherever Landlord is obligated to furnish or render the same so
    long as Tenant is in default under this Lease; or

       (vii) Allow the Premises to remain unoccupied, and Tenant shall remain
    liable for the Rent and all other obligations accruing over the balance of
    the Term; or

      (viii) Terminate the Tenant's right to possession of the Premises, without
    terminating the Lease, and Tenant shall remain liable for the Rent and all
    other obligations accruing over the balance of the Term; or

        (ix) Terminate the Lease and Tenant's right to possession of the
    Premises; or

        (x) Enforce the performance of Tenant's obligations hereunder by
    injunction or other equitable relief, which remedy may be exercised upon any
    actual or threatened Event of Default by Tenant, without regard to whether
    Landlord may have an adequate remedy at law; or

        (xi) Foreclose any security interest in the property of Tenant which
    Landlord may have under the laws of the State of Georgia or under this
    Lease, including the immediate taking of possession of all property on or in
    the Premises; and

       (xii) Pursue any combination of the foregoing remedies permitted by law
    and such other remedies as are available at law or equity.

    (b) Whenever Landlord terminates this Lease, it shall do so by giving Tenant
written notice of termination, in which event this Lease shall expire and
terminate on the date specified in such notice with the same force and effect as
though the date specified were the date herein originally fixed as the Lease
Expiration Date, and all rights of Tenant under this Lease and in and to the
Premises shall expire and terminate and Tenant shall surrender the Premises to
Landlord on the date specified in such notice, and if Tenant fails to so
surrender, Landlord shall have the right, without notice, and with or without
resort to summary dispossessory proceedings, to enter upon and take possession
of the Premises and to expel or remove Tenant and its effects without being
liable for prosecution or any claim for damages therefor.

    (c) Whenever Landlord terminates Tenant's right to possession of the
Premises without terminating this Lease, it shall do so by giving Tenant written
notice of termination of its right of possession, in which event Tenant shall
surrender the Premises to Landlord on the date specified in such notice; and if
Tenant

                                       18
<PAGE>
fails to so surrender, Landlord shall have the right, without notice, and with
or without resort to summary dispossessory proceedings, to enter upon and take
possession of the Premises and to expel or remove Tenant and its effects without
being liable for prosecution or any claim for damages therefor.

    (d) If this Lease shall terminate as a result of or while there exists a
default hereunder, any funds of Tenant held by Landlord may be applied by
Landlord to unpaid Rent and any damages payable by Tenant (whether provided for
herein or by law) as a result of such termination or default, in Landlord's sole
discretion.

    (e) Tenant covenants and agrees that Tenant will not interpose any
counterclaim, offset, or deduction in any summary proceeding brought by Landlord
to recover possession of the Premises. Landlord shall in no way be responsible
or liable to Tenant for any failure to rent the Premises or any part thereof, or
for any failure to collect any rent due upon such reletting. Tenant shall remain
liable for all Rent and all other obligations as they accrue over the Term, even
after any writ of possession as to the Premises is applied for or issued to
Landlord in dispossessory proceedings, after an eviction is completed, and after
Landlord terminates Tenant's right of possession unless Landlord terminates the
Lease.

    (f) If any statute or rule of law shall limit any of Landlord's remedies as
hereinabove set forth, Landlord shall nonetheless be entitled to any and all
other remedies hereinabove set forth.

    (g) All installments of Rent, and all other amounts of money payable by
Tenant to Landlord under this Lease, if not received by Landlord within
five (5) days of the date due, shall: (a) be subject to a late fee equal to the
greater of (i) five percent (5%) of the amount past due, or (ii) $50.00, which
late fee represents an agreed upon charge for the administrative expense
suffered by Landlord as a result of such late payment and not payment for the
use of money or a penalty; and (b) the amount past due (excluding late fees),
shall bear simple interest from the date due until paid at
twelve percent (12%) per annum (the "Interest Rate"); and Tenant agrees to pay
said late fee and interest immediately and without demand. However, if at the
time such interest is sought to be imposed, the Interest Rate exceeds the
maximum rate permitted under federal law or under the laws of the State of
Georgia, the Interest Rate shall be the maximum rate of interest then permitted
by applicable law. Should Tenant make a partial payment of past due amounts, the
amount of such partial payment shall be applied first to late fees, second to
accrued but unpaid interest at the Interest Rate, and third to past due amounts
in the order of their due dates. The provision for such late charge shall be in
addition to all of Landlord's other rights and remedies hereunder or at law and
shall not be construed as liquidated damages or as limiting Landlord's remedies
in any manner.

    (h) In the event Tenant's check, given to Landlord in payment, is returned
by the bank for non-payment, Tenant agrees to pay a service charge not to exceed
$20.00 or five percent (5%) of the face amount of the check, whichever is
greater.

    (i) The foregoing provisions of this Paragraph 19 shall survive the
expiration or earlier termination of this Lease and shall apply to any renewal
or extension of this Lease.

    20. BANKRUPTCY.

    (a) Notwithstanding anything in this Lease to the contrary, all amounts
payable by Tenant to or on behalf of Landlord under this Lease, whether or not
expressly denominated as Rent, shall constitute Rent for the purposes of the
Bankruptcy Code. 11 U.S.C. Section502(b)(7).

    (b) This is a contract under which applicable law excuses Landlord from
accepting performance from (or rendering performance to) any person or entity
other than Tenant within the meaning of the Bankruptcy Code. 11 U.S.C.
Section365(c), 365(e)(2).

    (c) If this Lease is assigned to any person or entity pursuant to the
provisions of the Bankruptcy Code, any and all monies or other consideration
payable or otherwise to be delivered in connection with

                                       19
<PAGE>
such assignment shall be paid or delivered to Landlord, shall be and remain the
exclusive property of Landlord and shall not constitute property of Tenant or
the estate of Tenant within the meaning of the Bankruptcy Code. Any and all
monies or other considerations constituting Landlord's property under the
preceding sentence not paid or delivered to Landlord shall be held in trust for
the benefit of Landlord and be promptly paid or delivered to Landlord.

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

    21.  LANDLORD'S LIEN.  In addition to any statutory lien for Rent in
Landlord's favor, Landlord shall have and Tenant hereby grants to Landlord a
continuing security interest for all Rent and other sums of money becoming due
hereunder from Tenant, upon all goods, wares, equipment, fixtures, furniture,
inventory, accounts, contract rights, chattel paper and other personal property
of Tenant situated on the Premises, and such property shall not be removed
therefrom without the consent of Landlord until all arrearages in Rent as well
as any and all other sums of money then due to Landlord hereunder shall first
have been paid and discharged. Products of collateral are also covered. In the
event of a default under this Lease, Landlord shall have, in addition to any
other remedies provided herein or by law, all rights and remedies under the
Uniform Commercial Code, including without limitation the right to sell the
property described in this paragraph at public or private sale upon
five (5) days notice to Tenant. Tenant hereby agrees to execute such financing
statements and other instruments necessary or desirable in Landlord's discretion
to perfect the security interest hereby created. Any statutory lien for Rent is
not hereby waived, the express contractual lien herein granted being in addition
and supplementary thereto. Landlord and Tenant agree that this Lease and
security agreement serves as a financing statement and that a copy or
photographic or other reproduction of this portion of this Lease may be filed of
record by Landlord and have the same force and effect as the original. This
security agreement and financing statement also covers fixtures located at the
Premises, and may be filed for record in the real estate records. The record
owner of this property is the Tenant unless otherwise designated in writing to
Landlord. Tenant warrants that the collateral subject to the security interest
granted herein is not purchased or used by Tenant for personal, family or
household purposes.

    22. SUBORDINATION; ESTOPPEL CERTIFICATES.

    (a) Tenant accepts this Lease subject and subordinate to the lien or
security title of any recorded mortgage, deed to secure debt or ground lease
presently existing or hereafter created upon the Premises, and to all existing
recorded restrictions, covenants, easements and agreements with respect to the
Office Park, or any part thereof, and all amendments, modifications and
restatements thereof, and all replacements and substitutions therefor. The
subordination created hereby is intended to be self-operative and no further
instrument shall be required to effect such subordination of this Lease.
Nevertheless, Tenant agrees to execute such documents as Landlord may request to
evidence and memorialize such subordination. If Tenant fails to execute any such
requested documentation within ten (10) days after Landlord's request therefor,
Landlord is hereby irrevocably vested with full power and authority to
subordinate Tenant's interest under this Lease in Tenant's name and on Tenant's
behalf to the lien or security title of any mortgage, deed to secure debt or
ground lease hereafter placed on the Premises, and to any future instrument
amending, modifying, restating, replacing or substituting for any such existing
recorded restrictions, covenants, easements and agreements. Tenant hereby
irrevocably appoints Landlord as Tenant's agent and attorney-in-fact for the
purpose of executing, acknowledging and delivering any such instruments and
certificates. Such power of attorney is coupled with an interest and shall be
irrevocable. If the interest of Landlord under this Lease shall be transferred
by reason of exercise of a power of sale, foreclosure or other proceeding for
enforcement of any mortgage or deed to secure debt on the Premises, Tenant shall
be bound to the transferee (sometimes hereinafter referred to as the
"Purchaser"), at the

                                       20
<PAGE>
option of the Purchaser, under the terms, covenants and conditions of this Lease
for the balance of the Term remaining, and any extensions or renewals, with the
same force and effect as if the Purchaser were Landlord hereunder, and, if
requested by the Purchaser, Tenant agrees to be bound and obligated hereunder to
the Purchaser (including the mortgagee or grantee under any such mortgage or
deed to secure debt), as its landlord.

    (b) Tenant shall, from time to time, within ten (10) days after request from
Landlord, or from any mortgagee or lessor of Landlord, execute, acknowledge and
deliver in recordable form a certificate certifying, to the extent true, that
this Lease is in full force and effect and unmodified (or, if there have been
modifications, that the same is in full force and effect as modified and stating
the modifications); that the Term has commenced and the full amount of the Rent
then accruing hereunder; the dates to which Rent has been paid; that Tenant has
accepted possession of the Premises and that any improvements required by the
terms of this Lease to be made by Landlord have been completed to the
satisfaction of Tenant; the amount, if any, that Tenant has paid to Landlord as
a Security Deposit; that no Rent under this Lease has been paid more than
thirty (30) days in advance of its due date; that the address for notices to be
sent to Tenant is as set forth in this Lease (or has been changed by notice duly
given and is as set forth in the certificate); that Tenant, as of the date of
such certificate, has no charge, lien, or claim of offset under this Lease or
otherwise against Rent or other charges due or to become due hereunder; that, to
the knowledge of Tenant, Landlord is not then in default under this Lease; and
such other matters as may be reasonably requested by Landlord or any mortgagee
or lessor of Landlord. If Tenant fails to so execute, acknowledge and deliver
such certificate within ten (10) days after request from Landlord, or any
mortgagee or lessor of Landlord, Landlord is hereby empowered to do so in
Tenant's name and on Tenant's behalf. Tenant hereby appoints Landlord as
Tenant's agent and attorney-in-fact for the purpose of executing, acknowledging
and delivering such certificate. Such power of attorney is coupled with an
interest and shall be irrevocable. Any such certificate may be relied upon by
Landlord, any mortgagee or lessor of Landlord, any beneficiary, purchaser or
prospective purchaser of the Building or any interest therein, or by anyone to
whom Landlord may provide said certificate.

    23. MECHANICS LIENS; OTHER TAXES.

    (a) Tenant shall have no authority, express or implied to create or place
any lien or encumbrance of any kind or nature whatsoever upon, or in any manner
to bind the interests of Landlord in the Premises or to charge the Rent payable
hereunder for any claim in favor of any person dealing with Tenant, including
those who may furnish materials or perform labor for any construction or
repairs, and each such claim shall affect and each such lien shall attach to, if
at all, only the leasehold interest granted to Tenant by this instrument. Tenant
covenants and agrees that it will pay or cause to be paid all sums legally due
and payable by it on account of any labor performed or materials furnished in
connection with any work performed on the Premises on which any lien is or can
be validly and legally asserted against its leasehold interest in the Premises
or the improvements thereon and that it will save and hold Landlord harmless
from any and all loss, cost or expense based on or arising out of asserted
claims or liens against the leasehold estate or against the right, title and
interest of the Landlord in the Premises or under the terms of this Lease.
Tenant agrees to give Landlord immediate written notice if any lien or
encumbrance is placed on the Premises. In the event that Tenant shall not,
within twenty (20) days following the imposition of any such lien, cause the
same to be released of record by payment or posting of a proper bond, Landlord
shall have, in addition to all other remedies provided herein and by law, the
right, but not the obligation, to cause the same to be released by such means as
it shall deem proper, including payment of the claim giving rise to such lien.
All such sums paid by Landlord and all expenses incurred by it in connection
therewith shall be considered Additional Rent and shall be payable to Landlord
by Tenant on demand and with interest at the Interest Rate.

    (b) Tenant shall be liable for all taxes levied or assessed against personal
property, furniture or fixtures placed by Tenant in the Premises. If any such
taxes for which Tenant is liable are levied or assessed

                                       21
<PAGE>
against Landlord or Landlord's property and if Landlord elects to pay the same
or if the assessed value of Landlord's property is increased by inclusion of
personal property, furniture or fixtures placed by Tenant in the Premises, and
Landlord elects to pay the taxes based on such increase, Tenant shall pay to
Landlord upon demand that part of such taxes.

    24.  SUBSTITUTION OF PREMISES.  At any time after the date of execution of
this Lease, Landlord may substitute for the Premises, other premises in the
Office Park (the "new premises"), in which event the new premises shall be
deemed to be the Premises for all purposes under this Lease, provided: (a) the
new premises shall be similar to the Premises in area and appropriateness for
the use of Tenant's purposes; (b) if Tenant is then occupying the Premises,
Landlord shall pay the expenses of moving Tenant, its property and equipment to
the new Premises, including the cost of a reasonable quantity of business
stationery and business cards with the new address, and such moving shall be
done at a time and in such manner so as to minimize, to the extent reasonably
possible, the inconvenience to Tenant; (c) Landlord shall give to Tenant not
less than sixty (60) days' prior written notice of such substitution; and
(d) Landlord shall, at its sole cost, improve the new premises with improvements
substantially similar to those in the Premises.

    25.  CERTAIN RIGHTS RESERVED TO LANDLORD.  Landlord reserves and may
exercise the following rights without affecting Tenant's obligations hereunder:

    (a) to change the name, street address, or suite numbers of the Building;

    (b) to change the name of the Office Park;

    (c) to install or maintain a sign or signs on the exterior of the Building;

    (d) to designate all sources furnishing sign painting and lettering, ice,
drinking water, towels, coffee cart service and toilet supplies, lamps and bulbs
used on the Premises;

    (e) to retain at all times pass keys to the Premises;

    (f) to close the Building after regular working hours and on legal holidays
subject, however to Tenant's right to admittance, under such reasonable
regulations as Landlord may prescribe from time to time, which may include by
way of example but not of limitation, that persons entering or leaving the
Building identify themselves to a watchman by registration or otherwise and that
said persons establish their right to enter or leave the Building;

    (g) to grant to anyone the exclusive right to conduct any particular
business or undertaking in the Building; and

    (h) to take any and all measures, including inspections, repairs,
alterations, decorations, additions and improvements to the Premises or the
Building, and identifications and admittance procedures for access to the
Building as may be necessary or desirable for the safety, protection,
preservation or security of the Premises or the Building or the Landlord's
interests or as may be necessary or desirable in the operation of the Building.

    The Landlord may enter upon the Premises and may exercise any or all of the
foregoing rights hereby reserved without the same being construed as an unlawful
entry into the Premises and without being deemed guilty of an eviction, actual
or constructive, or without being deemed guilty of trespass or disturbance of
the Tenant's use or possession and without being liable in any manner to Tenant
and without abatement of Rent or affecting any of Tenant's obligations
hereunder.

    25.  NOTICES.  Each provision of this instrument or of any applicable
governmental laws, ordinances, regulations and other requirements with reference
to the sending, mailing or delivery of any notice or the making of any payment
by Landlord to Tenant or with reference to the sending, mailing or delivery of
any

                                       22
<PAGE>
notice or the making of any payment by Tenant to Landlord shall be deemed to be
complied with when and if the following steps are taken:

    (a) All Rent and other payments required to be made by Tenant to Landlord
hereunder shall be payable to Landlord at the address hereinbelow set forth or
at such other address as Landlord may specify from time to time by written
notice delivered in accordance herewith. Tenant's obligations to pay Rent and
any other amounts to Landlord under the terms of this Lease shall not be deemed
satisfied until such Rent and other amounts have been actually received by
Landlord.

    (b) All payments required to be made by Landlord to Tenant hereunder shall
be payable to Tenant at the address hereinbelow set forth, or at such other
address within the continental United States as Tenant may specify from time to
time by written notice delivered in accordance herewith.

    (c) Except for legal process, which may also be served as by law provided,
any notice or communication required or permitted hereunder shall be in writing
and shall be sent either by: (i) personal delivery service with charges therefor
billed to shipper; (ii) nationally recognized overnight delivery service (such
as Federal Express, United Parcel Service, Airborne, etc.) with charges therefor
billed to shipper; or (iii) United States Mail, postage prepaid, registered or
certified mail, return receipt requested. All such notices and communications
shall be addressed to Landlord or Tenant, as the case may be, at the addresses
set forth below, or at such other addresses as Landlord or Tenant may have
designated by notice to the other given as provided above. Any notice or
communication sent as above provided shall be deemed given or delivered:
(A) upon receipt, if personally delivered (provided delivery is confirmed by the
courier delivery service); (B) on the date of delivery by any nationally
recognized overnight delivery service; or (C) if sent by United States Mail, on
the date appearing on the return receipt therefor, or if there is no date on
such return receipt, the receipt date shall be presumed to be the postmark date
appearing on such return receipt. Notice shall be considered given and received
on the latest original delivery or attempted delivery date to all persons and
addresses to which notice is to be given, as indicated on the return receipt(s)
of the United States Mail or delivery receipts of the personal delivery service
or nationally recognized overnight delivery service. Any notice or communication
which cannot be delivered because of failure to provide notice of a change of
address as herein provided or for which delivery is refused shall be deemed to
have been given and received on the date of attempted delivery. Any notice or
communication required or permitted hereunder shall be addressed as follows:

    Landlord: Landlord's Address for Payments:

       Sanctuary Park Realty Holding Company
       c/o Jones Lang LaSalle
       33320 Treasury Center
       Chicago, Illinois 60695-3300
       Landlord's Address for Notices:

       Sanctuary Park Realty Holding Company
       c/o Jones Lang LaSalle Americas, Inc.
       1105 Sanctuary Parkway, Suite 150
       Alpharetta, Georgia 30004
       Attention: Leasing Director
       With a copy to:

       Sanctuary Park Realty Holding Company
       c/o J.P. Morgan Investment Management Inc.
       522 Fifth Avenue
       New York, New York 10036
       Attention: Mr. Joel Moody

                                       23
<PAGE>
       With a copy to:

       Scoggins & Goodman, P.C.
       2800 Marquis One Tower
       245 Peachtree Center Avenue, N.E.
       Atlanta, Georgia 30303-1227
       Attention: Randall B. Scoggins, Esq.

    Tenant:

       Before Commencement Date:
       Sideware Systems, Inc.
       Suite 102
       930 West First Street
       North Vancouver, British Columbia V7P 3N4
       Attention: Controller

       After Commencement Date:
       Sideware Corporation
       1105 Sanctuary Parkway, Suite 150
       Alpharetta, Georgia 30004
       Attention: Mr. Bill Stride or Office Manager

    If and when included within the term "Tenant," as used in this instrument,
there are more than one person, firm or corporation, all shall jointly arrange
among themselves for their joint execution of such a notice specifying some
individual at some specific address within the continental United States for the
receipt of notices and payments to Tenant. All parties included within the term
"Tenant" shall be bound by notices given in accordance with the provisions of
this paragraph to the same effect as if each had received such notice.

    27. HAZARDOUS SUBSTANCES.

    (a) Tenant covenants that, without first obtaining Landlord's written
consent, neither Tenant nor any of its agents, employees, contractors or
invitees shall cause or permit any Hazardous Materials (as hereinafter defined)
to be stored, handled, treated, released or brought upon or disposed of on the
Premises or the Building or the Office Park, except for Hazardous Materials
customarily used in general business offices in first-class office buildings,
and then only in accordance with any and all applicable laws, ordinances, rules,
regulations and requirements respecting the storage, handling, treatment,
release, disposal, presence or use of such Hazardous Materials. Tenant shall
indemnify, defend and hold Landlord harmless from and against any and all
claims, judgments, damages, penalties, fines, costs (including without
limitation, consultants' fees, experts' fees, attorneys' fees and court costs),
liabilities or losses resulting from the storage, handling, treatment, release,
disposal, presence or use of Hazardous Materials in, on or about the Premises or
the Building or the Office Park by Tenant, its agents, employees, contractors or
invitees from and after the date of this Lease. Tenant agrees to take such steps
as are necessary to remediate any Hazardous Materials governed by the terms of
this Paragraph 27(a) in the manner required by law.

    (b) Definition of Hazardous Materials. As used herein, the term "Hazardous
Materials" means asbestos, polychlorinated biphenyls, oil, gasoline or other
petroleum based liquids, any and all materials or substances deemed hazardous or
toxic or regulated by applicable laws, including, but not limited to, substances
defined as hazardous under the Comprehensive Environmental Response,
Compensation and Liability Act, as amended, 42 U.S.C. Section9601 ET SEQ., the
Resource Conservation and Response Act, as amended, 42 U.S.C. Section6901
ET SEQ. (or any state counterpart to the foregoing statutes) or determined to

                                       24
<PAGE>
present the unreasonable risk of injury to health or the environment under the
Toxic Substances Control Act, as amended, 15 U.S.C. Section2601 ET SEQ.

    (c) The provisions of this Paragraph 27 shall survive the expiration or
earlier termination of this Lease.

    28. BROKERAGE.

    (a) Tenant represents and warrants to Landlord that it has not entered into
any agreement with, or otherwise had any dealings with, any broker or agent
other than Richard Bowers & Co. ("Tenant's Agent") in connection with the
negotiation, procurement or execution of this Lease which could form the basis
of any claim by any such broker or agent for a brokerage fee or commission,
finder's fee, or any other compensation of any kind or nature in connection
herewith, and Tenant shall, and hereby agrees to, indemnify, defend and hold
Landlord harmless from all costs (including, but not limited to, court costs,
investigation costs, and attorneys' fees), expenses, or liability for
commissions or other compensation claimed by any broker or agent with respect to
this Lease which arise out of any agreement or dealings, or alleged agreement or
dealings, between Tenant and any such agent or broker other than Tenant's Agent.

    (b) Landlord represents and warrants to Tenant that it has not entered into
any agreement with, or otherwise had any dealings with, any broker or agent
other than Jones Lang LaSalle Americas, Inc. ("Landlord's Agent") in connection
with the negotiation, procurement or execution of this Lease which could form
the basis of any claim by any such broker or agent for a brokerage fee or
commission, finder's fee, or any other compensation of any kind or nature in
connection herewith, and Landlord shall, and hereby agrees to, indemnify, defend
and hold Tenant harmless from all costs (including, but not limited to, court
costs, investigation costs, and attorneys' fees), expenses, or liability for
commissions or other compensation claimed by any broker or agent with respect to
this Lease which arise out of any agreement or dealings, or alleged agreement or
dealings, between Landlord and any such agent or broker other than Landlord's
Agent.

    (c) Landlord shall pay a commission to Landlord's Agent pursuant to a
separate agreement between Landlord and Landlord's Agent. Landlord shall pay a
commission to Tenant's Agent pursuant to a separate agreement between Landlord
and Tenant's Agent. The fact that Landlord is paying a commission to Tenant's
Agent does not constitute Tenant's Agent as the agent of Landlord or as a dual
agent for Landlord and Tenant. Tenant's Agent has acted solely as Tenant's agent
in connection with this transaction.

    (d) The provisions of this Paragraph 28 shall survive the expiration or
earlier termination of this Lease.

    29. MISCELLANEOUS.

    (a) Words of any gender used in this Lease shall be held and construed to
include any other gender, and words in the singular number shall be held to
include the plural, unless the context otherwise requires.

    (b) The terms, provisions, covenants and conditions contained in this Lease
shall apply to, inure to the benefit of, and be binding upon the parties hereto
and upon their respective heirs, legal representatives, successors and permitted
assigns, except as otherwise herein expressly provided. Landlord shall have the
right to assign any of its rights and obligations under this Lease. Each party
agrees to furnish to the other, promptly upon demand, a corporate resolution,
proof of due authorization by partners, or other appropriate documentation
evidencing the due authorization of such party to enter into this Lease.

    (c) The captions inserted in this Lease are for convenience only and in no
way define, limit or otherwise describe the scope or intent of this Lease, or
any provision hereof, or in any way affect the interpretation of this Lease.

                                       25
<PAGE>
    (d) This Lease may not be altered, changed or amended except by an
instrument in writing signed by both parties hereto.

    (e) All obligations of Tenant hereunder not fully performed as of the
expiration or earlier termination of the Term shall survive the expiration or
earlier termination of the Term, including without limitation all payment
obligations with respect to Rent and all obligations concerning the condition of
the Premises. Upon the expiration or earlier termination of the Term, and prior
to Tenant vacating the Premises, Tenant shall pay to Landlord any amount
reasonably estimated by Landlord as necessary to put the Premises, including
without limitation all heating and air conditioning systems and equipment
therein, in good condition and repair. All such amounts shall be used and held
by Landlord for payment of such obligations of Tenant hereunder, with Tenant
being liable for any additional costs therefor upon demand by Landlord, or with
any excess to be returned to Tenant after all such obligations have been
determined and satisfied, as the case may be. Any Security Deposit held by
Landlord shall be credited against the amount payable by Tenant under this
subparagraph 29(e).

    (f) If any clause or provision of this Lease is illegal, invalid or
unenforceable under present or future laws effective during the Term, then and
in that event it is the intention of the parties hereto that the remainder of
this Lease shall not be affected thereby, and it is also the intention of the
parties to this Lease that in lieu of each clause or provision of this Lease
that is illegal, invalid or unenforceable, there be added as a part of this
Lease contract a clause or provision as similar in terms to such illegal,
invalid or unenforceable clause or provision as may be possible and that is
legal, valid and enforceable.

    (g) All references in this Lease to "the date hereof" or similar references
shall be deemed to refer to the last date, in point of time, on which all
parties hereto have executed this Lease.

    (h) Time is of the essence of this Lease and all of its provisions.

    (i) No animals (except service animals) shall be brought into or kept in or
about the Building.

    (j) Tenant agrees to comply with subdivision regulations, protective
covenants, or other restrictions of record that are applicable to the Building
or Office Park.

    (k) The duties and obligations of Tenant herein shall be binding upon all or
any of them. The duties and obligations of Tenant shall run and extend not only
to the benefit of the Landlord, as named herein, but to the following, at the
option of the following or any of them: (i) any person, by, through or under
which Landlord derives the right to Lease the Premises; (ii) the owner of the
Premises; and (iii) holders of mortgage, deed to secure debt or rent assignment
interests in the Premises, as their respective interests may appear; provided,
however, nothing contained herein shall be construed to obligate Tenant to pay
Rent to any person other than Landlord until such time as Tenant has been given
written notice of either an exercise of a rent assignment or the succession of
some other party to the interests of Landlord.

    (l) This Lease shall create the relationship of landlord and tenant between
the parties hereto; no estate shall pass out of Landlord. Tenant has only a
usufruct, not subject to levy and sale, and not assignable by Tenant except by
Landlord's consent as specifically provided in Paragraph 11 of this Lease.

    (m) Notwithstanding anything contained elsewhere in this Lease, Tenant shall
have no claim, and hereby waives the right to any claim, against Landlord for
money damages by reason of any refusal, withholding or delaying by Landlord of
any consent, approval or statement of satisfaction required of Landlord by this
Lease or applicable law. In such event, Tenant's only remedy for any refusal,
withholding or delay which is determined to be unreasonable or in contravention
of this Lease or applicable law shall be an action for specific performance or
an injunction to enforce any such requirement.

    (n) Anything contained in this Lease to the contrary notwithstanding, Tenant
shall look solely to the estate and property of Landlord in the Building for the
collection of any judgment or other judicial process requiring the payment of
money by Landlord for any default or breach by Landlord under this Lease,
subject, however, to the prior rights of any mortgagee, the holder of any deed
to secure debt or lessor of

                                       26
<PAGE>
the Building. No other assets of Landlord or any partners, shareholders, or
other principals of Landlord shall be subject to levy, execution or other
judicial process for the satisfaction of Tenant's claim.

    (o) This Lease and the Exhibits and Riders attached hereto set forth the
entire agreement between the parties and cancel all prior negotiations,
arrangements, brochures, agreements, and understandings, if any, between
Landlord and Tenant regarding the subject matter of this Lease. Neither this
Lease, nor any memorandum hereof, shall be recorded by Tenant without Landlord's
prior written consent to such recording.

    (p) This Lease shall be governed by and construed under the internal laws of
the State of Georgia, without regard to the conflicts of laws rules of such
state. Any action brought to enforce or interpret this Lease shall be brought in
the court of appropriate jurisdiction in Fulton County, Georgia. Should any
provision of this Lease require judicial interpretation, Landlord and Tenant
hereby agree and stipulate that the court interpreting or considering same shall
not apply the presumption that the terms hereof shall be more strictly construed
against a party by reason of any rule or conclusion that a document should be
construed more strictly against the party who itself or through its agent
prepared the same, it being agreed that all parties hereto have participated in
the preparation of this Lease and that each party had full opportunity to
consult legal counsel of its choice before the execution of this Lease.

    (q) No Event of Default or provision of this Lease shall be deemed to have
been waived by Landlord unless such waiver is in writing and signed by Landlord.
Landlord's acceptance of Rent following an Event of Default hereunder, or
acceptance of less than the full amount due (even if Tenant writes the words
"accord and satisfaction" or words of similar import on its check) shall not be
construed as a waiver of such Event of Default, nor excuse any delay or partial
payment upon subsequent occasions. No custom or practice which may develop
between the parties in connection with the terms of this Lease shall be
construed to waive or lessen Landlord's right to insist upon strict performance
of the terms of this Lease, without a written notice thereof to Tenant.

    (r) In any action or proceeding between Landlord and Tenant, the prevailing
party shall be entitled to recover reasonable attorneys' fees and expenses which
the prevailing party actually incurs in enforcing the Lease terms.

    (s) Landlord shall not be liable to Tenant for failure to give possession of
any portion of the Premises to Tenant if Landlord is delayed in commencing
construction on such portion of the Premises by reason of the unlawful holding
over or retention of possession of any previous tenant, tenants or occupants of
such portion of the Premises, nor shall such failure impair the validity of this
Lease. However, Landlord does agree to use reasonable diligence to obtain
possession of each portion of the Premises in a timely manner so that
construction within such portion of the Premises shall not be delayed.

    (t) Notwithstanding any other term or provision of this Lease, in the event
Landlord has made any Rent concession of any type or character or has waived or
deferred the payment of any Rent installment, should Tenant fail to take
possession of the Premises on the Commencement Date or should any Event of
Default occur, all such Rent concessions and waivers or deferrals of Rent
installments shall be canceled and the amount of such concessions, waivers and
deferrals, together with interest at the Interest Rate, shall become immediately
due and payable.

    (u) Whenever a period of time is herein prescribed for action to be taken by
Landlord, Landlord shall not be liable or responsible for, and there shall be
excluded from the computation for any such period of time, any delays due to
force majeure, which term shall include strikes, riots, acts of God, war, or
governmental laws, regulations and restrictions, or any other cause of any kind
whatsoever which is beyond the reasonable control of Landlord.

    (v) Neither Landlord nor Landlord's agents or brokers have made any
representations or promises with respect to the Premises, the Building, the
Land, or any other portions of the Office Park except as herein expressly set
forth and all reliance with respect to any representations or promises is based
solely on

                                       27
<PAGE>
those contained herein. No rights, easements, or licenses are acquired by Tenant
under this Lease by implication or otherwise except as, and unless, expressly
set forth in this Lease.

    (w) The submission of this Lease to Tenant shall not be construed as an
offer and Tenant shall not have any rights with respect thereto unless said
Lease is consented to by any mortgagee, and any lessor of Landlord, to the
extent such consent is required, and Landlord executes a copy of this Lease and
delivers the same to Tenant. When this Lease has been executed by Tenant and
delivered to Landlord, this Lease shall constitute an offer to Landlord to lease
the Premises on the terms and conditions herein described.

    (x) Any elimination or shutting off of light, air, or view by any structure
which may be erected on lands adjacent to the Building shall in no way affect
this Lease and Landlord shall have no liability to Tenant with respect thereto.

    (y) Landlord has adopted rules and regulations governing parking in the
Office Park (including the designation of fire lanes and "no parking" zones)
(the "Parking Rules") and has allocated a certain number of unassigned parking
spaces to Tenant in this Lease ("Tenant's Allocated Parking Spaces"). Tenant
shall not violate the Parking Rules or regularly use parking spaces in excess of
Tenant's Allocated Parking Spaces, and shall use its best efforts to assure that
its employees, agents, contractors, guests and invitees do not do so. Tenant
hereby agrees to indemnify, defend and hold Landlord harmless from and against
any and all liabilities, costs, damages and expenses incurred or suffered by
Landlord as a result of the failure of Tenant or its employees, agents,
contractors, guests and invitees to comply with the foregoing provisions of this
paragraph.

    30.  ADDITIONAL PROVISIONS.  See Additional Provisions Paragraphs 31 through
48 attached hereto and made a part hereof as if fully incorporated herein and
when in conflict with the body of this Lease, said Additional Provisions shall
prevail.

    IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be
executed in their names on their behalf and their seals affixed hereto by duly
authorized officials, the day and year respectively set forth below.

    EXECUTED BY LANDLORD, this             day of             , 2000.

<TABLE>
<CAPTION>

<S>                                            <C>
Witness                                        SANCTUARY PARK REALTY HOLDING
                                               COMPANY, a Delaware corporation

                                               By: "signed"

                                               Name:

                                               Title:

                   EXECUTED BY TENANT, as of the 28th of February, 2000.

Witness                                        SIDEWARE CORPORATION,
                                               a Washington corporation

                                               By: "signed"

                                               Name:

                                               Title:
                                                             (Corporate Seal)
</TABLE>

                                       28
<PAGE>
                             ADDITIONAL PROVISIONS

    ATTACHED TO AND INCORPORATED IN LEASE AGREEMENT BETWEEN SANCTUARY PARK
REALTY HOLDING COMPANY, A DELAWARE CORPORATION ("LANDLORD") AND SIDEWARE
CORPORATION, A WASHINGTON CORPORATION ("TENANT")

    31.  TENANT IMPROVEMENT ALLOWANCE.  Landlord shall provide Tenant a Tenant
Improvement Allowance of up to $3.50 per square foot of Net Rentable Area of the
Premises, to be computed, expended and applied in accordance with the Work
Letter attached hereto as Exhibit "C." All improvements from concrete slab to
concrete deck shall be deducted from such Tenant Improvement Allowance. Any
unused portion of the Tenant Improvement Allowance shall be paid to Tenant as
reimbursement for actual, out-of-pocket expenses incurred by Tenant in moving to
the Premises and for costs of installation of data and telephone cabling.
Landlord shall, to the extent of any unused portion of the Tenant Improvement
Allowance, reimburse Tenant for such actual out-of-pocket expenses promptly upon
receipt of invoices from Tenant evidencing expenditure of such sums by Tenant.
Landlord shall have no obligation to reimburse Tenant for any such invoices
submitted after September 1, 2000. Any portion of the Tenant Improvement
Allowance remaining undisbursed after such date shall belong to Landlord.

    32.  SPACE PLANNING ALLOWANCE.  Landlord shall provide Tenant with a Space
Planning Allowance not to exceed $1.40 per square foot of Net Rentable Area of
the Premises for preparation of Working Drawings and Specifications (which shall
include mechanical and engineering plans by Landlord's Engineer, HESM&A, Inc.
Consulting Engineers) to be computed, expended and applied in accordance with
the Work Letter attached hereto as Exhibit "C." Tenant shall be responsible for
the costs of any changes in the Working Drawings and Specifications requested by
Tenant after Tenant has approved such Working Drawings and Specifications. Any
unused portion of the Space Planning Allowance shall be added to the Tenant
Improvement Allowance.

    33.  PRELIMINARY PLANNING ALLOWANCE.  Landlord shall contribute $0.10 per
square foot of Net Rentable Area of the Premises toward costs of a preliminary
space plan to be prepared by the Building's interior architect. Any such costs
in excess of such amount shall be paid by Tenant.

    34.  PARKING.  Landlord shall make available to Tenant throughout the
initial Term of the Lease, four (4) parking spaces per 1,000 square feet of Net
Rentable Area of the Premises in the parking area serving the Building. Such
parking spaces shall be free of charge and unassigned. Landlord reserves the
right to designate parking spaces at a future date.

    35.  JANITORIAL SERVICES.  Janitorial services shall be provided by Landlord
for the Premises on Mondays through Fridays, excluding holidays, pursuant to the
Cleaning Specifications attached hereto as Exhibit "E."

    36.  SIGNAGE.  Tenant identification will be available on the Building's
lobby directory and at the primary entrance to the Premises. All such signage at
the primary entrance to the Premises shall be Building standard plaque signage.
Landlord shall pay the cost of the initial listing in the Building's lobby
directory and Tenant shall pay the cost of the signage at the primary entrance
to the Premises.

    37.  ACCESS.  Except in the case of an emergency, Tenant shall have access
to the Premises, the Building and the related parking facilities twenty-four
(24) hours per day, seven (7) days per week, fifty-two (52) weeks per year.

    38.  BUSINESS DAYS.  The term "Business Day" means Mondays through Fridays,
exclusive of any holidays observed by the Building.

    39.  AFTER HOURS HVAC.  If Tenant requires air-conditioning or heating for
hours or days in addition to the hours and days specified in Paragraph 5 of this
Lease, Landlord shall make reasonable efforts to provide such additional service
after reasonable, prior written request therefor from Tenant, and Tenant shall
reimburse Landlord for the cost of such additional service, at the hourly rates
established from time

                                       29
<PAGE>
to time by Landlord for such services. Such hourly rates shall be based upon
Landlord's cost of providing such services, and shall include a component for
Landlord's overhead, depreciation, maintenance and labor costs in providing such
services. If any of Landlord's other tenants served by the equipment providing
such additional service to the Premises request that Landlord simultaneously
provide such service to such other tenants, the cost of Landlord providing such
additional and concurrent service shall be prorated among all of Landlord's
tenants requesting such service, on a reasonable basis, as determined by
Landlord. As of the date of this Lease, Landlord's hourly charge for providing
after-hours heating or air-conditioning service is $35.00 per hour (or part
thereof), per air-handling unit, but such rate is subject to change from time to
time based upon Landlord's actual costs (which may include the components set
forth above) in providing such after-hours service.

    40.  EARLY OCCUPANCY.  If the Leasehold Improvements are completed prior to
the Commencement Date, Landlord will allow Tenant to occupy the Premises prior
to Commencement Date. In such event, Tenant shall be entitled to occupy the
Premises without payment of Rent until the Commencement Date. Notwithstanding
the fact that the Commencement Date may occur after Tenant occupies the Premises
as set forth in this Paragraph 40, Tenant's occupancy of the Premises during
such period prior to the Commencement Date shall be subject to all of the terms
and conditions of this Lease other than the payment of Rent. Tenant is aware of
the fact that the Premises are currently utilized by Landlord as the Management
Office for the Office Park. Landlord will relocate the Management Office to a
new building under construction in the Office Park as soon as practical after
the date of execution of this Lease by Landlord and Tenant. Landlord will
endeavor to relocate the Management Office on a schedule which will permit
Tenant to occupy the Premises on or about March 15, 2000. However, Landlord
makes no guarantee that the Management Office will be relocated or that the
Leasehold Improvements will be completed by such date so as to permit such early
occupancy by Tenant. Landlord shall have no liability to Tenant for any delay in
occupancy. Landlord and Tenant agree that they will use commercially reasonable
efforts to substantially complete the Leasehold Improvements to the extent
necessary so that Tenant can occupy Premises on or about April 1, 2000.

    41.  INTERRUPTION OF SERVICES.  In the event of any failure to furnish, or
any stoppage of, the following specified services for a period in excess of five
(5) consecutive Business Days, and if: (a) such interruption is restricted to
the Building and is not a neighborhood blackout; (b) such failure to furnish or
stoppage is caused by the negligence or willful misconduct of Landlord or by the
failure of Landlord to commence and diligently pursue repairs for which Landlord
is responsible under this Lease; (c) results in the Premises becoming
untenantable; and (d) Tenant actually ceases to occupy the Premises as a result
thereof, Tenant shall be entitled to an abatement of Rent which shall commence
on the sixth (6th) Business Day (and shall not be retroactive) and shall
continue the remainder of the period of such failure to furnish or stoppage of
such specified services. As used in this Paragraph 41, the specified services
are: electricity, heating, ventilating and air conditioning, and water service.

    42.  RULES AND REGULATIONS.  Notwithstanding anything to the contrary set
forth in the Lease, all Rules and Regulations shall be subject to the following
conditions: (a) all Rules and Regulations must be communicated in writing to
Tenant within a reasonable period of time prior to their effectiveness; (b) all
Rules and Regulations must generally apply to and be enforced in a uniform
manner against all tenants of the Building; (c) no Rule or Regulation shall
conflict with or be inconsistent with any of the provisions of the Lease; and
(d) no Rule or Regulation shall unreasonably diminish or restrict Tenant's
rights or unreasonably increase Tenant's obligations under the Lease.

    43.  ASSIGNMENT OR SUBLEASE TO AFFILIATES.  Notwithstanding the provisions
of Paragraph 11, Tenant shall have the right, upon ten (10) days' prior written
notice to Landlord, to: (a) sublet all or part of the Premises to any related
corporation or entity which controls Tenant, is controlled by Tenant, or is
under common control with Tenant; or (b) to assign this Lease to a successor
corporation into which or with which Tenant is merged or consolidated or which
acquired substantially all of Tenant's assets and property; provided that:
(x) any such assignee or sublessee must be of a character and reputation, be
engaged in a

                                       30
<PAGE>
business, and propose to use the Premises in a manner in keeping with Landlord's
then-current standards in such respect for tenancies in the Building; and
(y) with respect to an assignment under Subparagraph (b), such successor
corporation shall assume all of the obligations and liabilities of Tenant and
shall have assets, capitalization and net worth at least equal to the assets,
capitalization and net worth of Tenant as of the date of this Lease, as
determined by generally accepted accounting principles. Tenant shall provide in
its notice to Landlord the information reasonably required by Landlord to assess
compliance with these terms. For the purpose hereof, "control" shall mean
ownership of not less than fifty percent (50%) of all of the voting stock or
legal and equitable interest in such corporation or entity.

    44.  CONSENT TO ASSIGNMENT OR SUBLEASING.  Notwithstanding the provisions of
Paragraph 11 of the Lease, Landlord shall not unreasonably withhold its consent
to an assignment of this Lease in its entirety or to any subletting of the
Premises, provided that:

    (a) No Event of Default shall have occurred and be continuing;

    (b) A proposed assignee shall have a financial standing, be of a character,
be engaged in a business, and propose to use the Premises in a manner in keeping
with Landlord's then-current standards in such respects of tenancies in the
Building; and a proposed subtenant shall have a financial standing adequate in
Landlord's reasonable judgment to meet such proposed subtenant's economic
obligations under the sublease and shall be of a character, be engaged in a
business, and propose to use the Premises in a manner in keeping with Landlord's
then-current standards in such respects of tenancies in the Building;

    (c) The character of the business to be conducted or the proposed use of the
Premises by the proposed subtenant or assignee shall not: (i) be likely to
increase Landlord's operating expenses beyond those which would be incurred for
use by Tenant or for use in accordance with the standards of use of other
tenancies in the Building; (ii) increase the burden on existing cleaning
services or elevators over the burden prior to such proposed subletting or
assignment; or (iii) violate any provision or restrictions herein or in any
other leases in the Office Park relating to the use or occupancy of the
Premises;

    (d) The subletting shall be expressly subject to all of the terms,
covenants, conditions and obligations on Tenant's part to be observed and
performed under this Lease and the further condition and restriction that the
sublease or this Lease shall not be assigned, encumbered or otherwise
transferred or the subleased premises further sublet by the subtenant in whole
or in part, or any part thereof suffered or permitted by the subtenant to be
used or occupied by others, without the prior written consent of Landlord in
each instance, which consent may be granted or denied by Landlord in its sole
discretion;

    (e) There shall be no more than two (2) subleases during the Term;

    (f) At no time shall there be more than two (2) occupants, including Tenant,
in the Premises (other than on-site contractors, consultants and contract
partners of Tenant who are working with Tenant in its business conducted from
the Premises);

    (g) Any assignee shall agree to assume all of the obligations of Tenant
under this Lease;

    (h) The proposed subtenant or assignee shall not be a federal, state or
local government, or an agency or instrumentality thereof, nor shall it be
entitled, directly or indirectly, to diplomatic or sovereign immunity;

    (i) The proposed subtenant or assignee shall be subject to service of
process in, and the jurisdiction of the courts of, the State of Georgia;

    (j) Landlord does not have comparable and similarly sized lobby space
available elsewhere in the Office Park which can accommodate the needs of the
proposed assignee or sublessee; and

    (k) The proposed assignee or sublessee is not a prospect to whom Landlord
has made a proposal for the lease of space within the Office Park within the
prior four (4) months, which Landlord believes, in its reasonable discretion, to
remain an active prospect.

                                       31
<PAGE>
    The foregoing shall in no way limit Landlord's ability: (A) to withhold or
delay its consent for any other reason which is reasonable under the
circumstances; or (B) to terminate this Lease as to the portion of the Premises
affected by such proposed sublease or assignment, as permitted by
Paragraph 11(c) of this Lease.

    45.  LETTER OF CREDIT.  In consideration of Landlord entering into this
Lease and in consideration of financial investments and concessions made by
Landlord pursuant to this Lease, Tenant hereby agrees as follows:

    (a) Simultaneously with the execution of this Lease by Tenant, Tenant shall
deliver to Landlord, as additional security for the obligations of Tenant under
the Lease, a clean, unconditional, irrevocable, transferable letter of credit
issued by a bank acceptable to Landlord, in its sole discretion ("Issuer"), in
favor of Landlord, in the amount of THIRTY FOUR THOUSAND AND NO/100 DOLLARS
($34,000.00) (the "Letter of Credit"). The Letter of Credit shall be in the form
attached hereto as Exhibit "G" and by this reference made a part hereof. Tenant
shall maintain the Letter of Credit in favor of Landlord throughout the Term of
the Lease, and for a period of ninety (90) days after the expiration of the Term
of the Lease.

    (b) The term of the original Letter of Credit required under this
Paragraph 45 shall commence as of or prior to the date of delivery thereof to
Landlord and shall expire no earlier than August 1, 2001. The expiration date of
the Letter of Credit shall be clearly stated on its face by month, day and year.
The Letter of Credit shall be payable in immediately available funds in U.S.
Dollars upon presentation by Landlord to Issuer of the original of the Letter of
Credit and by sight draft drawn on the Issuer, or any of Issuer's correspondent
banks, wherever located.

    (c) The Letter of Credit shall be irrevocable for the term thereof and shall
provide that it will be automatically renewed for successive periods of one
(1) year each without any other action by Landlord or the Issuer through the
period ending not less than ninety (90) days after the Lease Expiration Date.
The Issuer shall have the right not to renew such Letter of Credit by giving
written notice to Landlord not less than ninety (90) days prior to the
expiration thereof. The privilege of the Issuer not to renew such Letter of
Credit shall not relieve Tenant of the obligation to maintain the Letter of
Credit with Landlord through the date which is ninety (90) days after the Lease
Expiration Date. If the Issuer notifies Landlord that the Letter of Credit will
not be automatically renewed at the end of the then current term thereof, Tenant
shall, at least sixty (60) days prior to the expiration of the Letter of Credit,
deliver to Landlord a new Letter of Credit or an endorsement to the existing
Letter of Credit, and any other evidence required by Landlord evidencing that
the Letter of Credit has been renewed or replaced for a period of at least one
(1) year (a "Replacement Letter of Credit"). Notwithstanding the preceding
sentence, any Replacement Letter of Credit is not required to have an effective
date sooner than the Expiry Date of the then existing Letter of Credit, it being
the intent hereof that Tenant not be required to have two outstanding Letters of
Credit at any one time. Each Replacement Letter of Credit shall also be deemed a
"Letter of Credit" for purposes of this Paragraph 45. Except for the term
thereof, each Replacement Letter of Credit shall be identical in form and
content to the original Letter of Credit.

    (d) If: (i) an Event of Default has occurred and remains uncured with
respect to Tenant; or (ii) Tenant has filed a petition in Bankruptcy, or an
involuntary petition in Bankruptcy has been filed against Tenant [and such
involuntary petition has not been dismissed within sixty (60) days after filing]
and Tenant is not making or has not made any one or more payments of Monthly
Rental, Additional Rent or any other monetary obligation of Tenant to Landlord
under the Lease; Landlord may draw upon any Letter of Credit on one or more
occasions. Thereafter, Landlord shall be entitled to use, apply and retain the
proceeds of such draw or draws on a Letter of Credit for the payment of any one
or more of the following: (A) any Monthly Rental, Additional Rent or other sums
of money that Tenant may not have paid when due; and (B) reimbursement to
Landlord of any sum which Landlord may expend or be required to expend by reason
of such Event of Default, including, without limitation, any damage or

                                       32
<PAGE>
deficiency incurred by Landlord as a result of the reletting of the Premises (as
provided in this Lease). If any of the proceeds of the Letter of Credit are not
applied immediately to cure any default of Tenant, Landlord shall hold such
unapplied proceeds as cash security in accordance with Paragraph 3(g) of the
Lease. If the Issuer gives notice that the Letter of Credit will not
automatically renew, and Tenant shall fail to renew or replace the Letter of
Credit with a Replacement Letter of Credit on or before the deadline for such
delivery, Landlord may present the Letter of Credit for payment and retain the
proceeds thereof as a part of the Security Deposit in lieu of the Letter of
Credit.

    (e) The use, application or retention of the proceeds of such draw or draws
on the Letter of Credit, or any portion thereof by Landlord shall not prevent
Landlord from making any further draws upon any Letter of Credit or from
exercising any other right or remedy available to Landlord under the Lease or
applicable law (it being intended that Landlord shall not first be required to
proceed to draw upon any Letter of Credit) and shall not operate as a limitation
on any recovery to which Landlord may otherwise be entitled.

    (f) Tenant waives any right to require that resort be had to any Security
Deposit or any credit on the books of Landlord in favor of Tenant or any other
person, or that Landlord pursue any other remedy or remedies, prior to or after
Landlord's pursuing any draw under any Letter of Credit. In the event of an
Event of Default under this Lease, Landlord shall have the right to enforce its
rights, powers and remedies hereunder or under any other instrument now or
hereafter evidencing, securing or otherwise relating to the transactions
contemplated by the Lease, or with respect to the Letter of Credit, in any order
and on one or more occasions, all as Landlord shall determine, in its sole and
absolute discretion, and all rights, powers and remedies available to Landlord
in such event shall be non-exclusive and cumulative of all other rights, powers
and remedies provided thereunder or hereunder or by law or in equity, and no
exercise by Landlord of any such rights, powers or remedies shall constitute an
election of remedies by Landlord or shall preclude the subsequent exercise by
Landlord of any of the other rights, powers and remedies available to Landlord.

    (g) If Landlord makes any draw upon any Letter of Credit, Tenant shall
restore the Letter of Credit to the original amount thereof within ten
(10) days after Tenant receives notice of such draw. Any failure by Tenant to do
so by such deadline shall constitute an Event of Default by Tenant under this
Lease, without the necessity of any notice from Landlord and without any grace
period or cure rights.

    (h) Tenant acknowledges that Landlord has the right to transfer or mortgage
its interest in the Premises and in this Lease, and Tenant agrees that in the
event of any such transfer or mortgage, Landlord shall have the right to
transfer or assign its rights with respect to the Letter of Credit, subject to
Landlord's obligations with respect to the same. Upon written acknowledgment of
such transferee's or mortgagee's acceptance of such rights and assumption of
Landlord's obligations with respect to any Letter of Credit, Tenant shall look
solely to such transferee or mortgagee with respect to any Letter of Credit, and
Landlord shall thereby be released by Tenant from all liability or obligation
with respect to any Letter of Credit, or the proceeds thereof. If Landlord
desires to transfer the Letter of Credit to such new transferee or mortgagee,
Tenant shall cooperate in effecting such transfer; provided that Landlord shall
pay the Issuer's usual and customary fee for transferring such Letter of Credit.

    (i) If Landlord at any time, or from time to time, requests any reasonable
change in the terms, conditions or provisions of the Letter of Credit, Tenant
shall promptly cause such Letter of Credit to be so modified. In addition,
Tenant shall cause the Letter of Credit to be amended from time to time upon
written request of Landlord to change the address to which notices to Landlord
are to be sent and/or to change the identity of persons or addresses to whom or
which courtesy copies of notices to Landlord are to be sent. If the Letter of
Credit is lost, mutilated, stolen, or destroyed, Tenant shall cooperate with
Landlord's efforts to cause the Issuer to cancel the lost, mutilated, stolen or
destroyed Letter of Credit and to replace such Letter of Credit.

                                       33
<PAGE>
    (j) Tenant shall have the right to substitute one letter of credit for
another if the substitute letter of credit meets the requirements of this
Paragraph 45 and is in form satisfactory to Landlord. In addition, Tenant shall
substitute another letter of credit meeting the requirements of this
Paragraph 45 for the Letter of Credit held by Landlord if the Issuer of the
Letter of Credit becomes insolvent or if the Letter of Credit is void,
unenforceable, or uncollectable. If the Issuer of the Letter of Credit becomes
unacceptable to Landlord for good reason, Tenant shall, within fifteen
(15) days after notice is given Tenant by Landlord, deliver to Landlord either a
substitute Letter of Credit meeting the requirements of this Paragraph 45, or
cash security in the amount of the Letter of Credit.

    (k) Tenant shall not assign or encumber the Letter of Credit, and any such
purported assignment or encumbrance shall be void and of no effect.

    (l) Provided Landlord has not notified the Issuer in writing that there then
exists an Event of Default by Tenant under this Lease, or a state of facts
which, with the giving of notice or the passage of time, or both, would
constitute an Event of Default by Tenant, the amount of the Letter of Credit
required shall be automatically reduced to the amount set forth in the table
below as of the date specified:

<TABLE>
<CAPTION>
                                                             REDUCED AMOUNT OF
DATES OF REDUCTION                                           LETTER OF CREDIT
------------------                                           -----------------
<S>                                                          <C>
August 1, 2001.............................................     $23,883.00
August 1, 2002.............................................     $12,594.00
</TABLE>

    After Landlord has notified the Issuer that an Event of Default has occurred
under the Lease there shall be no further reduction in the amount of the Letter
of Credit.

    (m) If Tenant fully and faithfully complies with all the terms, covenants,
conditions and provisions of this Lease, the Letter of Credit shall be returned
to Tenant within ninety (90) days after the Lease Expiration Date and delivery
of possession of the Premises to Landlord in accordance with the provisions of
the Lease.

    (n) If Landlord makes any draw under the Letter of Credit, which draw is not
applied as permitted in this Paragraph 45 but is to be held as a Security
Deposit, such Security Deposit shall be held by Landlord without liability for
interest except to the extent required by law and as security for the
performance of Tenant's covenants and obligations under this Lease.

    46.  USE OF THE PREMISES.   enant acknowledges that, because of the lobby
exposure of the Premises, the appearance of the Premises is of critical
importance to Landlord. Tenant hereby agrees that the reception area and
conference room area located within the Premises will be designed, decorated,
furnished and maintained by Tenant in a manner reasonably satisfactory to
Landlord, at a level comparable with the standards maintained elsewhere in the
Office Park.

    47.  GUARANTY OF LEASE.  In order to induce Landlord to enter into this
Lease, Tenant's obligations hereunder shall be guaranteed by Sideware
Systems, Inc., a Canadian corporation ("Guarantor"). Simultaneously with
Tenant's execution of this Lease, Tenant shall have the Guaranty attached hereto
as Exhibit "H" and by this reference made a part hereof (the "Guaranty")
executed by Guarantor and shall deliver such executed Guaranty to Landlord
contemporaneously with Tenant's delivery of the executed Lease to Landlord.
Whenever Tenant exercises any extension option, expansion option, right of first
offer, right of first opportunity or otherwise takes any action which requires
an amendment to this Lease, it shall be a condition to Tenant's right to
exercise such right or take such action that Tenant cause Guarantor to execute a
consent and reaffirmation of the Guaranty in form and substance satisfactory to
Landlord.

    48.  CAP ON CONTROLLABLE OPERATING EXPENSES.  "Controllable Operating
Expenses" (as hereinafter defined) for calendar year 2001, and each year
thereafter, shall not increase by more than five percent (5%) per annum, on a
compounded and cumulative basis over the actual amount of such "Controllable
Operating Expenses" for calendar year 2000. As used herein, the term
"Controllable Operating Expenses"

                                       34
<PAGE>
means all Operating Expenses other than taxes, insurance and utilities, costs
subject to government regulation, such as minimum wages, and all costs incurred
to comply with new or revised federal or state laws, municipal or county
ordinances or codes or regulations promulgated under any of the same. By way of
illustration of the foregoing, in calendar year 2002, the Controllable Operating
Expenses shall not exceed the amount determined by the following formula, when
"X" equals the actual amount of the Controllable Operating Expenses for calendar
year 2000:

    X times 1.05 times 1.05 = maximum amount of Controllable Operating Expenses
for calendar year 2002.

    Thus, if Controllable Operating Expenses for 2000 are $4.00 per square foot
of Net Rentable Area, the maximum amount of Controllable Operating Expenses for
calendar year 2002 would be $4.00 X 1.05 X 1.05 = $4.41 per square foot of Net
Rentable Area.

                                       35