<PAGE>

                                                                    EXHIBIT 10.2

                                ALPHARETTA SQUARE
                              SHOPPING CENTER LEASE

         THIS LEASE (the "Lease") made and entered into as of the _____ day of
_____________, 2000, by and between Daniel B. Cowart DBA ALPHARETTA SQUARE
SHOPPING CENTER ("Lessor"), and FUTURUS FINANCIAL SERVICES, INC._______________,
("Lessee"),

WITNESSETH:

                                    ARTICLE I

                REFERENCE PROVISIONS, DEMISED PREMISES AND TERMS

         Section 1.1. Reference Provisions. Where used in this Lease, the
designated terms hereinafter set forth shall have the meanings ascribed thereto
by the provisions of this Section 1.1:

         (a) "SHOPPING CENTER" - that certain real property (the "Site") more
particularly described in Exhibit "A" attached hereto and by this reference
incorporated herein together with all improvements now located or hereafter
erected thereon, less any deletions pursuant to this Lease, plus such additions
as Lessor may from time to time designate as comprising part of the Shopping
Center. The site plan attached hereto as Exhibit "B" and by this reference
incorporated herein is a schematic plan only intended to show the general layout
of the Shopping Center. Lessor reserves the right to alter, vary, add to or omit
in whole or in part the structures, common areas, and/or land areas shown on
this plan. This plan is subject to change and modification by governmental
authorities having jurisdiction. All measurements and distances are approximate.
Lessor does not covenant or represent that any occupant indicated hereon is or
will remain a lessee in either the space marked or in any other space in the
Shopping Center and nothing set forth in this plan is a representation,
agreement or easement right except as specifically set forth in the Lease.

         (b) "DEMISED PREMISES" - that certain space located in a building
erected on the Site containing approximately 1,500 square feet and being shown
and outlined in red on the site plan ("Site Plan") attached hereto as Exhibit
"B" and by this reference incorporated herein and being known as Shop No. 105A

         (c)  "LESSEE'S TRADE NAME"-  FUTURUS BANK, N.A.

         (d) "TERM" - the period of time commencing as of the date hereof and
ending unless extended or sooner terminated as herein provided, at 12:00 o'clock
(midnight) on the 15th day of February, 2000 and ending on the 31st day of July,
2000, (as hereinbelow defined).

         (e) "LEASE YEAR" - each period (during the Term) of twelve (12)
calendar months which begins on the Rental Commencement Date (as hereinbelow
defined) or on any annual anniversary thereof, plus said shorter period (if any)
which begins as aforesaid and ends on the date of the termination of this Lease.

         (f) "MINIMUM RENT" - the Minimum Rent shall be payable monthly in
advance beginning on the "Rental Commencement Date" (as hereinbelow defined).

         The Minimum Rent shall be:

         $14.00/psf = $1,750.00/mo., and $21,000.00/year
         Month-to-Month after first six months at a rate of  $14.40, or
$1,800.00 per month.


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         (h) "LESSEE'S SHARE OF REAL ESTATE TAXES" - as specified in
Section 2.6.

         (i) "LESSEE'S SHARE OF COMMON AREA COSTS" - as specified in
Section 2.7.

         (j) "LESSEE'S SHARE OF INSURANCE PREMIUMS" - as specified in
Section 2.9.

         (k) "USE" - Lessee shall use the Demised Premises solely for the
purpose of a banking facility, subject to restrictions by virtue of exclusives
of other tenants set forth in the Rider attached to this Lease, and for no other
purposes whatsoever.

         (l) "COMMON AREA" - All areas and facilities in the Shopping Center
designated for the general use, in common, of occupants of the Shopping Center,
including the Lessee hereunder, its officers, agents, employees and customers.
Common Areas shall include, to the extent provided, the parking areas,
sidewalks, roadways, loading platforms, restrooms, ramps and landscaped areas.

         (m) "SECURITY DEPOSIT" - the amount of $ 3,500 of which $ 1,750 shall
be applied against the first due installment of Minimum Rent and $1,750 shall be
repaid, without interest, to Lessee after the termination of this Lease and any
renewal thereof, provided Lessee shall comply with all terms of this Lease, and
otherwise, the entire Security Deposit held by Lessor shall be applied as
provided in Sections 10.2 and 11.3 hereof.

         (n) "CONSTRUCTION OBLIGATIONS" - as specified in Article III.

         (o) "ADDRESSES FOR NOTICES" -

         TO LESSOR:                DANIEL B. COWART dba
                                   ALPHARETTA SQUARE SHOPPING CENTER
                                   c/o AFCO Realty Services, LLC
                                   Attn:  Terri Y. Richards
                                   4200 Northside Parkway, Bldg. 12
                                   Atlanta, GA. 30327-3049

         TO LESSEE:                Mr. William M. Butler
                                   P. O. BOX 1145
                                   Alpharetta, GA  30009
                                   (770)643-2512

         (p) "LIST OF EXHIBITS" -

                Rider - Special Provisions
                Exhibit "A" - Legal Description
                Exhibit "B" - Site Plan

<PAGE>

         Section 1.2. Granting of the Demised Premises. Lessor hereby leases to
Lessee, and Lessee hereby rents from Lessor, the Demised Premises. Provided
Lessee is not in default hereunder, Lessee shall be entitled to use the Common
Areas in common with Lessor and the other tenants of the Shopping Center
throughout the Term of this Lease.

         Lessor may make limited relocations of the Demised Premises and may
increase, reduce or change the number, dimensions or location of the
improvements comprising the Shopping Center or any of them in any manner
whatsoever as Lessor shall deem proper; provided, however, that Lessor may not
substantially alter the location of the Demised Premises as shown on the Site
Plan without the prior written consent of Lessee.

         It is expressly understood and agreed that nothing herein contained
shall be construed as a grant or rental of or a conveyance of: any rights in the
roof or exterior of the building or buildings of which the Demised Premises
constitute a part; the air space (occupied or not) above a horizontal elevation
plane coterminous with the bottom edge of the structural steel framework
supporting the roof of the Demised Premises; the Common Area (except as herein
before specifically provided to the contrary); the air space (occupied or not)
below a horizontal elevation plane coterminous with the finished floor level of
the Demised Premises; or of the land upon which the Demised Premises are
located.

         Section 1.3 Floor Area. The term "Floor Area" as used in this Lease
shall mean the number of square feet of floor space within the Demised Premises
as set forth in Section 1.1 (b) and any area outside the Demised Premises which
is exclusively appropriated for use by Lessee; subject, however, to the
limitations of Section 1.2 hereof.

         Section 1.4 Acceptance of Demised Premises. By acceptance of possession
of the Demised Premises for performance of Lessee's work in the Demised
Premises, Lessee shall be deemed to have accepted the Demised Premises, to have
acknowledged that the same are in the condition called for hereunder and to have
agreed that all of the obligations imposed upon Lessor pursuant to Exhibit "C"
of this Lease have been fully performed. Lessee agrees that promptly following
the delivery of possession of the Demised Premises to Lessee, Lessee shall
execute the Demised Premises Acceptance Letter in the form attached hereto as
Exhibit "D".

         Section 1.5 Quiet Enjoyment. Lessee, upon paying the rents herein
reserved and performing and observing all other terms, covenants and conditions
of this Lease on Lessee's part to be performed and observed, shall peaceably and
quietly have, hold and enjoy the Demised Premises during the Term, subject,
nevertheless, to the terms of this Lease and to any mortgages, ground or
underlying leases, agreements and encumbrances to which this Lease is or may be
subordinated.

         Section 1.6 Rental Commencement Date. Except as herein provided to the
contrary, the phrase "Rental Commencement Date" shall mean

         Section 1.7 Failure to do Business. The parties covenant and agree that
because of the difficulty or impossibility of determining Lessor's damages by
way of loss of the anticipated Percentage Rent from Lessee or by way of loss of
value of the Shopping Center because of diminished salability or mortgageability
or adverse publicity or appearance by Lessee's actions, should Lessee (a) fail
to open for business in the Demised Premises fully fixtured, stocked and staffed
on the Rental Commencement Date, (b) vacate, abandon or desert the Demised
Premises, (c) cease operating or conducting its business in the Demised Premises
(except during any period the Demised Premises are rendered untenantable by
reason of fire, casualty or permitted repairs or alterations), or (d) fail or
refuse to maintain the business hours on the days or nights or a part thereof as
provided in Section 4.2 (a) hereof, then in any of such events (hereinafter
collectively referred to as "failure to do business"), Lessor shall have the
right, at its option, and as


<PAGE>

liquidated damages due to the difficulty of ascertaining actual damages, to
collect not only Minimum Rent, Percentage Rent and other rents, charges and sums
herein reserved, but also an amount payable as additional rent equal to one
hundred percent (100%) of the Minimum Rent reserved for the period of Lessee's
failure to do business, computed at a daily rate for each and every day or a
part thereof during such period; and Lessor and Lessee agree that such
additional rent shall be deemed to be their best estimate of the damages which
will be suffered by Lessor as a result of Lessee's failure to do business and
such amount shall be payable as liquidated damages in lieu of any Percentage
Rent that might have been earned by Lessor during such period. Lessor shall also
have the right to treat such failure to do business as a default under Section
10.1 of this Lease.

                                   ARTICLE II

                             RENT AND OTHER CHARGES

         Section 2.1 Minimum Rent. Lessee shall pay Lessor without previous
demand therefor and without any setoff or deduction whatsoever, except as
expressly provided in this Lease, the Minimum Rent provided in Section 1.1(f),
payable in equal monthly installments, in advance, on the first day of each and
every calendar month throughout the Term. The Minimum Rent shall commence to
accrue on the Rental Commencement Date. The first full rental payment date
hereunder shall be the first day of the first calendar month following the
Rental Commencement Date and on that date Lessee shall pay to Lessor the Minimum
Rent set forth in Section 1.1(f) for the month beginning on such date plus a
proportionate amount thereof for the period, if any, beginning on the Rental
commencement Date and ending on the day preceding such first rental payment date
hereunder.

         Section 2.6. Taxes. Commencing with the Rental Commencement Date and
thereafter during the Term hereof, Lessee shall pay promptly when due all taxes
imposed upon Lessee's rent and business operation and upon all personal property
of Lessee, and shall also pay to Lessor, as additional rent, Lessee's share of
"Real Estate Taxes" (as hereinafter defined) as specified in this Section 2.6.
Lessee's share of "Real Estate Taxes" shall be computed by multiplying the total
amount of such taxes by a fraction, the numerator of which shall be the total
number of square feet of Floor Area, and the denominator of which shall be the
total number of square feet of floor space leasable in the Shopping Center.
Lessor shall furnish Lessee copies of all tax bills affecting Lessee's share of
Real Estate Taxes and a statement of the calculation of same upon demand.

<PAGE>

         For purposes of this Lease, the phrase "Real Estate Taxes" shall mean
and include any and all governmental levies, fees, charges, taxes or assessments
of every kind and nature whatsoever which during the Term are levied, assessed,
become due and payable or are imposed against the Shopping Center or any portion
thereof or against Lessor by reason of its ownership and operation of the
Shopping Center and its receipt of rents therefrom, extraordinary as well as
ordinary, foreseen and unforeseen, including, without limitation, ad valorem
taxes, rent taxes, water and sewer rents, all other governmental exactions
arising in connection with the use, occupancy or possession of, or growing due
and payable out of or for the Shopping Center or any part thereof and expenses
directly incurred by Lessor in contesting the validity of, in seeking a
reduction in, or in seeking to prevent an increase in any such tax(es);
provided, however, that the phrase "Real Estate Taxes" shall not be deemed to
include any inheritance, estate, succession, transfer, gift, franchise,
corporation, general income or profit tax or capital levy or special assessment
against the Shopping Center for permanent public improvements except as may be
hereinafter specifically enumerated.

         Lessor shall estimate Real Estate Taxes on the basis of periods of
twelve (12) consecutive calendar months designated by Lessor, and Lessee shall
pay one-twelfth (1/12) of such estimate in equal monthly installments, together
with the payment of Minimum Rent. In the event the aggregate of Lessee's
installments during any such period (or part thereof) shall be less than the
amount of taxes due from Lessee, such deficiency shall be paid to Lessor within
ten (10) days after demand therefor. For any period within the Term which is
less than a full year, Lessee's share of Real Estate Taxes shall be
appropriately prorated. Subject to adjustment herein contemplated, Lessee shall
pay Lessor in advance on the first date of each calendar month as an initial
estimate of Lessee's share of Real Estate Taxes the amount equal to 1/12 of an
amount computed by multiplying the annual rate of approximately ninety cents
($0.90) times the total square feet of Floor Area of the Demised Premises.

         Section 2.7. Common Area Charges. Commencing with the Rental
Commencement Date and thereafter during the Term hereof, Lessee will pay to
Lessor, as additional rent, an annual amount, without deduction or setoff, equal
to such proportion of "Lessor's Operating Cost of the Common Areas" as the Floor
Area of the Demised Premises bears to total floor space leasable in the Shopping
Center.

         For the purposes of this Section 2.7, "Lessor's Operating Cost of the
Common Areas" is defined as including all of Lessor's costs and expenses of
operating and maintaining the Common Areas in the Shopping Center, and shall be
deemed to include, without limitation, landscaping, sanitary control, cleaning,
utilities, snow removal, resurfacing, painting, fire protection, security,
traffic control, repairs, policing and Lessor's overhead expenses for
administering same in an amount not to exceed fifteen percent (15%) of the total
of such costs.

         The annual charge shall be computed on the basis of periods of twelve
(12) consecutive calendar months as designated by Lessor, and shall be paid by
Lessee in equal installments in advance on the first day of each calendar month
in an amount reasonably estimated by Lessor. For any period within the Term
which is less than a full year, the annual charge shall be appropriately
prorated. Within sixty (60) days after the end of each such twelve (12) month
period, Lessor will furnish to Lessee a statement showing in reasonable detail
the amount of Lessor's operating costs for the preceding period, any necessary
adjustments shall thereupon be made, and the monthly payments to be made by
Lessee for the ensuing year shall be estimated accordingly. Changes in
applicable Floor Areas shall result in corresponding pro rata adjustments.
Subject to adjustment as herein contemplated, Lessee shall pay Lessor in advance
on the first day of each calendar month as an initial estimate of Lessee's share
of Common Area charges the amount equal to 1/12 of an amount computed by
multiplying the annual rate of approximately eighty cents ($0.80) times the
total square feet of Floor Area of the Demised Premises.

<PAGE>

         Section 2.8. Utility Charges. Lessee shall pay promptly, as and when
the same become due and payable, all water rents, rates and charges, all sewer
rents and all charges for electricity, gas heat, steam, hot and/or chilled
water, air conditioning, ventilating, lighting systems, and other utilities
supplied to the Demised Premises, and any sewer fees, assessments, capacity
charges, tap fees, and hook up charges for the Shopping Center. If any such
utilities or charges are not separately metered or assessed or are only
partially separated metered or assessed and are used in common with other
tenants in the Shopping Center, Lessee will pay to Lessor a proportionate share
of such charges for utilities used in common based on square footage of floor
space leased to each lessee using such common facilities, in addition to
Lessee's payments of the separately metered charges.

         Lessor may install re-registering meters and collect any and all
utility charges as aforesaid from Lessee, making returns to the proper public
utility company or governmental unit, provided that Lessee shall not be charged
more than the rates it would be charged for the same services if furnished
direct to the Demised Premises by such companies or governmental units. At the
option of Lessor, any utility or related service which Lessor may at any time
elect to provide to the Demised Premises may be furnished by Lessor or any agent
employed by or independent contractor selected by Lessor, and Lessee shall
accept the same therefrom to the exclusion of all other suppliers so long as the
rates charged by the Lessor or by the supplier of such utility or related
service are competitive. If utilities are metered, but an accurate meter reading
is not possible, Lessee shall pay pursuant to the formula based on square
footage.

         Lessor shall have no liability to Lessee for disruption of any utility
service, and in no event shall such disruption constitute constructive eviction
or entitle Lessee to an abatement of rents or other charges.

         Section 2.9. Insurance Costs. Lessee hereby agrees to pay to Lessor, as
additional rent, an annual amount, without deduction or setoff, equal to such
proportion of "Lessor's Insurance Costs" as the Floor Area of the Demised
Premises bears to the total floor space leasable in the Shopping Center.

         For the purposes of this Section 2.9, "Lessor's Insurance Costs" is
defined as including the costs to Lessor of insurance obtained by Lessor in
connection with the Shopping Center, including without limitation, any liability
insurance or personal injury, death and property damage insurance, fire, theft,
or other casualty insurance, Worker's Compensation Insurance covering personnel,
fidelity bonds for personnel, and insurance against liability for defamation and
claims of false arrest occurring in or about the Common Areas.

         The annual charge for Lessor's Insurance Costs shall be computed on the
basis of periods of twelve (12) consecutive calendar months as designated by
Lessor, and shall be paid by Lessee in equal installments in advance on the
first day of each calendar month in an amount reasonably estimated by Lessor.
For any period within the Term which is less than a full year, the annual charge
shall be appropriately prorated. Within sixty (60) days after the end of each
twelve (12) month period, Lessor will furnish the Lessee a statement showing in
reasonable detail the amount of Lessor's Insurance Costs for the preceding
period, any necessary adjustments shall thereupon be made, and the monthly
payments to be made by Lessee for the ensuing year shall be estimated
accordingly. Changes in applicable Floor Areas shall result in corresponding pro
rata adjustments. Subject to adjustment as herein contemplated, Lessee shall pay
Lessor in advance on the first day of each calendar month as an initial estimate
of Lessee's Share of Insurance Costs the amount equal to 1/12 of an amount
computed by multiplying the annual rate of approximately ten cents ($0.10) times
the total square feet of Floor Area of the Demised Premises.

         Lessee further agrees to pay on demand any increase in premiums that
may be charged on insurance carried by Lessor resulting from Lessee's use or
occupancy of the Demised Premises or any other part of the Shopping Center.

<PAGE>

         Section 2.10. Additional Rent. In addition to the Minimum Rent and
Percentage Rent, all other payments to be made by Lessee hereunder shall be
deemed for purposes of securing the collection thereof to be additional rent
hereunder, whether or not the same be designated as such, and Lessor shall have
the same rights and remedies upon Lessee's failure to pay the same as for the
nonpayment of Minimum Rent. Lessor, at its election, shall have the right (but
not the obligation) to pay for or perform any act which requires the expenditure
of any sum of money by reason of the failure or the neglect of Lessee to perform
any of the provisions herein, and in the event Lessor shall at its election pay
such sums or perform such acts requiring the expenditure of monies, Lessee
agrees to reimburse and pay Lessor, upon demand, such sum, which shall be deemed
for the purpose of securing the collection thereof to be additional rent
hereunder.

                                   ARTICLE III

                        CONSTRUCTION OF DEMISED PREMISES

         The Demised Premises shall be accepted "as-is".

                                   ARTICLE IV

                             USE OF DEMISED PREMISES

         Section 4.1. Use of Demised Premises. Subject to and in accordance with
all rules, regulations, laws, ordinances, statutes and requirements of all
governmental authorities, the Fire Insurance Rating Organization, The Board of
Fire Insurance Underwriters and Lessor's insurance carrier, Lessee shall use the
Demised Premises solely for the purposes contemplated by Section 1.1(k) and for
no other purposes.

         During the Term, Lessee shall keep the Demised Premises open for
business during normal hours of operation of the Shopping Center and, after the
opening of the Demised Premises, shall continue to actively and diligently
operate its business therein in a high-grade and reputable manner throughout the
Term.

         Section 4.2. Additional Covenants of Lessee. Lessee's use of the
Demised Premises and the Common Areas shall be subject at all times during the
Term to reasonable rules and regulations adopted by Lessor not in conflict with
any of the express provisions hereof governing the use of the parking areas,
walks, driveways, passageways, signs, exteriors of building, lighting and other
matters affecting other tenants in, and the general management and appearance,
of the Shopping Center. Lessee agrees to comply with all such rules and
regulations upon notice to Lessee from Lessor. Lessee expressly agrees as
follows:

         (a) Lessee shall conduct its business in the Demised Premises at least
six (6) days per week, Monday through Saturday, a minimum of forty (40) hours
per week. Lessee shall not close the business in excess of 24 hours during the
days set forth above without the express written approval of Lessor. A vacation
or abandonment of premises or cessation of operations by any other lessee(s) in
the Shopping Center shall not in any way release Lessee from Lessee's
obligations under this Lease, such obligations being independent covenants of
this Lease.

         (b) All garbage and refuse shall be kept inside the Demised Premises in
the kind of container specified by Lessor, and shall be placed outside of the
Demised Premises prepared for collection in the manner and at the times and
places specified by Lessor. If Lessor shall provide or designate a service for
picking up refuse and garbage, Lessee shall use same at Lessee's cost. Lessee
shall pay the cost of removal of any of Lessee's refuse and garbage and maintain
all loading areas in a clean manner satisfactory to the Lessor. If any part of
the Lessee's business shall consist of the preparation and/or sale of food,
including without limitation the operation of a restaurant, snack shop or food
market, Lessee shall place all garbage and refuse in plastic bags before
depositing same in exterior containers at Lessee's expense. If Lessee does


<PAGE>

not place all garbage and refuse in containers, Lessor shall have the right to
have said garbage removed at Lessee's expense and shall charge Lessee two (2)
times actual expenses incurred by Lessor for said removal.

         (c) No radio or television aerial or other devise shall be erected on
the roof or exterior walls of the Demised Premises or the building in which the
Demised Premises are located without first obtaining in each instance the
Lessor's consent in writing. Any aerial or devise installed without such written
consent shall be subject to removal at Lessee's expense without notice at any
time. If the Lessor elects to so remove such aerial or devise, Lessor will
charge Lessee two (2) times actual expenses incurred by Lessor for such removal.

         (d) No loud speakers, televisions, phonographs, radios, tape players,
disc players or other devises shall be used in a manner so as to be heard or
seen outside of the Demised Premises without the prior written consent of
Lessor.

         (e) The plumbing facilities shall not be used for any other purpose
than that for which they are constructed; no foreign substance of any kind shall
be thrown therein, and the expense of any breakage, stoppage, or damage
resulting from a violation of this provision shall be borne by Lessee. Lessee
agrees to reimburse Lessor an amount equal to two (2) times the cost incurred by
Lessor as a result of any such breakage, stoppage or damage.

         (f) Lessee at its expense shall contract for pest extermination
services covering the Demised Premises, to be rendered not less frequently than
semiannually pursuant to the schedule set forth in Exhibit "F". Lessee shall
deliver to Lessor certificates evidencing such services, without the prior
request of Lessor.

         (g) Lessee shall not burn any trash or garbage or any kind in the
Demised Premises or within the Shopping Center.

         (h) Lessee shall keep any display windows or signs in or on the Demised
Premises well lighted during the hours that the lights in the parking lot are in
operation.

         (i) Lessee shall keep and maintain the Demised Premises (including,
without limitation, exterior and interior portions of all windows, doors and all
other glass) in a neat and clean condition.

         (j) Lessee at its expense shall participate in any reasonable window
cleaning program that may be established by Lessor for all or substantially all
other stores in the Shopping Center.

         (k) Lessee shall take no action which would violate Lessor's labor
contracts, if any, affecting the Shopping Center, nor create any work stoppage,
picketing, labor disruption or dispute, or any interference with the business of
Lessor or any other lessee or occupant in the Shopping Center or with the rights
and privileges of any customer or other person(s) lawfully in and upon said
Shopping Center, nor shall Lessee cause any impairment or reduction of the good
will of the Shopping Center.

         (l) Lessee shall pay before delinquency all license or permit fees and
charges of a similar nature for the conduct of any business in the Demised
Premises.

         (m) Lessee shall store and/or stock in the Demised Premises only such
merchandise as Lessee is permitted to offer for sale in the Demised Premises
pursuant to this Lease.

         (n) Lessee shall not conduct or permit any fire, bankruptcy, auction or
"going out of business" sale (whether real or fictitious) in the Demised
Premises, without prior written consent of Lessor, or utilize any unethical
method of business operation. No "sidewalk sales" will be permitted at any time.

<PAGE>

         (o) Lessee shall not perform or permit any act nor carry on or permit
any practice which may damage, mar or deface the Demised Premises or any other
part of the Shopping Center.

         (p) Lessee shall not use any fork-lift truck, tow truck or any other
powered machine for handling freight in the Shopping Center except in such
manner and in those areas in the Shopping Center as may be approved by Lessor in
writing.

         (q) Lessee shall not place a load on any floor in the Demised Premises
or in the Shopping Center exceeding the floor load which such floor was designed
to carry, nor shall Lessee install, operate or maintain in the Demised Premises
any heavy item or equipment in such manner as to achieve an improper
distribution of weight.

         (r) Lessee shall not install, operate or maintain in the Demised
Premises or in any other area of the Shopping Center any electrical equipment
which does not bear underwriter's approval, or which would overload the
electrical system or any part thereof beyond its capacity for proper and safe
operation as determined by Lessor.

         (s) Lessee shall not suffer, allow or permit any vibration, noise,
light, odor or other effect to emanate from the Demised Premises, or from any
machine or other installation therein, or otherwise suffer, allow or permit the
same to constitute a nuisance or otherwise interfere with the safety, comfort
and convenience of Lessor or any of the other occupants of the Shopping Center
or their customers, agents, or invitees or any others lawfully in or upon the
Shopping Center. Upon notice by Lessor to Lessee that any of the aforesaid is
occurring, Lessee agrees to forthwith remove or control the same.

         (t) Lessee shall not use or occupy the Demised Premises in any manner
or for any purpose which would injure the reputation or impair the present or
future value of the Demised Premises, the Shopping Center or the neighborhood in
which the Shopping Center is located.

         (u) Lessee shall not store, display, sell or distribute any alcoholic
beverages or any dangerous materials (including, without limitation, fireworks)
unless specifically permitted in this Lease.

         Section 4.3. Signs, Awnings and Canopies. Lessor may erect and maintain
such suitable signs as it, in its sole discretion, may deem appropriate to
advertise the Shopping Center. Lessee may erect and maintain only such signs as
Lessor may approve. Lessee shall submit to Lessor detailed drawings of its sign



<PAGE>

for review and approval by Lessor prior to the installation thereof. Lessee
shall also provide Lessor with a copy of the permit for installation of its sign
prior to installation thereof. The electrical connection for such sign shall be
made only by a licensed electrician at Lessee's cost.

         Lessee shall keep insured and maintain such sign in good condition,
repair and operating order at all times. If any damage is done to Lessee's sign,
Lessee shall commence to repair same within five (5) days or Lessor may at its
option repair same at Lessee's expense, and Lessor may charge Lessee two (2)
times the actual expense incurred by Lessor for such repair.

         Lessee shall not place or permit to be placed or maintained on any
door, exterior wall or window of the Demised Premises any sign, awning, or
canopy or advertising matter or other thing of any kind, and shall not place or
maintain any decoration, lettering or advertising matter on the glass of any
window or door of the Demised Premises nor place any structure, sign,
obstruction or advertising device upon the Common Areas without first obtaining
Lessor's written consent. Lessee further agrees to maintain any such signs,
awnings, canopies, decorations, lettering, advertising matter or other things as
may be approved by Lessor in good condition, operating order and repair at all
times. All signs of Lessee visible from the Common Areas of the Shopping Center
shall be in good taste and shall conform to the standards of design, motif and
decor from time to time established by Lessor for the Shopping Center. If Lessee
shall do any of the foregoing acts in contravention of this provision, then, in
addition to and not in limitation of the Lessor's rights and remedies provided
under Section 10.1 and Section 10.2 of this Lease, Lessor shall have the right
to remove such sign, awning, canopy, advertising matter or device, decoration,
lettering, structure, sign obstruction, or any other thing and restore the
Demised Premises and/or the Common Areas to the condition thereof prior to such
act, with two (2) times the amount of all costs, incidental and otherwise, of
such removal and restoration to be paid by Lessee to Lessor as an additional
charge.

                                    ARTICLE V

                          INSURANCE REQUIRED OF LESSEE

         Section 5.1. Insurance Required of Lessee. Lessee shall obtain
and maintain in full force during the Term the following insurance coverage with
respect to the Demised Premises:

         (a) Comprehensive Public Liability Insurance, with contractual
liability endorsement, on an occurrence basis with minimum limits of liability
of not less than One Million Dollars ($1,000,000.00) for bodily injury and/or
property damage.

<PAGE>

         (b) Fire and Lightning, Extended Coverage, Vandalism and Malicious
Mischief, and Flood (if required by Lessor/any mortgagee/governmental authority)
Insurance in an amount adequate to cover the full replacement value of all
personal property, decorations, trade fixtures, furnishings, equipment,
alterations, leasehold improvements and betterments, and all other contents
located or placed therein.

         (d) Business Interruption Insurance covering those risks referred to in
subparagraphs (b) and (c) above.

         (e) Plate glass insurance covering the plate glass in the Demised
Premises.

         (f) Worker's Compensation Insurance covering all persons employed,
directly or indirectly, in connection with any finish work performed by Lessee
or any repair or alteration authorized by this Lease or consented to by Lessor,
and all employees and agents of Lessee with respect to whom death or bodily
injury claims could be asserted against Lessor or Lessee, as required by laws of
the State where the Demised Premises are located or of the United States.

         All of the aforesaid insurance except the Worker's Compensation
Insurance required by Subparagraph (f) above shall be written in the name of
Lessee and shall name Lessor, and designee(s) of Lessor as additional insureds,
and shall be written by one or more responsible insurance companies satisfactory
to Lessor and in form satisfactory to Lessor; all such insurance may be carried
under a blanket policy covering the Demised Premises and any other of Lessee's
stores (provided such blanket policies meet the requirements of this Section
5.1); all such insurance shall contain endorsements that: Such insurance may not
be canceled or amended with respect to Lessor, its designees or the Demised
Premises except upon thirty (30) days prior written notice to Lessor and any
such designees by the insurance company; Lessee shall be solely responsible for
payment of premiums and Lessor or its designees shall not be required to pay any
premium for such insurance; in the event of payment of any loss covered by such
policy, Lessor or its designees shall be paid first by the insurance company for
Lessor's loss. The minimum limits of the comprehensive public liability policy
hereinafter set forth shall in no way limit or diminish Lessee's liability
hereunder. Lessee shall deliver to Lessor at least fifteen (15) days prior to
the time such insurance is first required to be carried by Lessee, and
thereafter at least fifteen (15) days prior to the expiration of such policy,
either a duplicate original or a certificate of insurance on all policies
procured by Lessee in compliance with its obligations hereunder, together with
evidence satisfactory to Lessor of the payment of the premiums therefor. If
Lessee fails to obtain and provide any or all of the aforesaid insurance, then
Lessor may, but shall not be required to, purchase such insurance on behalf of
Lessee and add the cost of such insurance as additional rent payable with the
next due installment of Minimum Rent.

         All liability insurance policies required to be obtained and maintained
by Lessee hereunder shall contain endorsements deleting from such policies the
"Care, Custody and Control", the "Alterations and Extraordinary Repairs" and the
"Contract Liability" exclusions and all other exclusions of similar import or
effect.

         The minimum limits of the comprehensive public liability policy of
insurance herein before set forth shall be subject to increase at any time, and
from time to time, after the commencement of the fifth (5th) Lease Year if
Lessor shall deem same necessary for adequate protection. Within thirty (30)
days after demand therefor by Lessor, Lessee shall furnish Lessor with evidence
of Tenant's compliance with such demand.

<PAGE>

         Lessee agrees, at its own expense, to comply with all rules and
regulations of the Fire Insurance Rating Organization having jurisdiction of the
Demised Premises and to comply with all requirements imposed by Lessor's
insurance carrier, if any. If gas is used in the Demised Premises, Lessee shall
install at its expense both manual and automatic gas cut-off devices.

         Section 5.2. Waiver. Lessor and Lessee hereby grant to each other on
behalf of any insurer providing insurance to either Lessor or Lessee as required
by this Lease covering the Demised Premises, improvements therein or contents
thereof, a waiver of any right of subrogation any such insurer of one party may
acquire against the other by virtue of payment of any loss under such insurance.
Such waivers shall stand mutually terminated as of the date either Lessor or
Lessee ceases to be empowered to grant same.

                                   ARTICLE VI

                             REPAIRS AND MAINTENANCE

         Section 6.1. Repairs by Lessor. Within a reasonable period after
receipt of written notice from Lessee of the need therefor, Lessor shall make
necessary structural repairs to the exterior walls (excluding the exterior of
and the frames surrounding all windows, doors, plate glass, store fronts and
signs) of the Demised Premises; necessary repairs to plumbing, pipes and
conduits located outside the Demised Premises or in the Common Areas; and
necessary repairs to sidewalks, parking areas and curbs. Lessor shall not be
required to make any repairs where such repairs are made necessary by any act or
omission or negligence of Lessee, any subtenant or concessionaire of Lessee, or
their respective employees, agents, invitees, licensees, visitors or
contractors, or by fire or other casualty or condemnation (except as provided in
Article VIII).

         Section 6.2. Repairs and Maintenance by Lessee. Except as provided
herein to the contrary, Lessee covenants and agrees to keep and maintain in good
order, condition and repair throughout the Term the Demised Premises and every
part thereof, including, without limitation: Fixtures and equipment therein; the
exterior and interior portions of all doors, windows and glass; electrical
wiring and conduits; plumbing and sewage facilities within the Demised Premises,
including free flow of sewer lines therein; fixtures, heating, air conditioning
(including exterior mechanical equipment and electrical equipment); and interior
walls, floors and ceilings, including compliance with applicable building codes
relative to fire extinguishers. Any and all such repairs, alterations,
replacements and modifications, ordinary and extraordinary, foreseen and
unforeseen, shall be at Lessee's sole expense and shall be made using materials
and labor of kind and quality equal to the original work. Lessee agrees to keep
in force a standard maintenance agreement on all heating and air conditioning
equipment and provide a copy of said maintenance agreement to the Lessor as
provided in Exhibit "F", which maintenance agreement shall require a semiannual
inspection of such equipment. Lessee further agrees to furnish Lessor
semiannually with written certifications by the company performing said
inspections that such equipment is in good repair. All parts of the interior of
the Demised Premises shall be painted or otherwise decorated by the Lessee
periodically. Lessee will surrender the Demised Premises at the expiration or
earlier termination of this Lease in as good condition as when received, or in
such better condition as the Demised Premises may be put during the Term,
excepting only deterioration caused by ordinary wear and tear or fire and other
casualty resulting in termination by Lessor as provided in Article VIII hereof.

         If (i) Lessee does not repair the Demised Premises properly as required
hereunder and to the reasonable satisfaction of Lessor, or (ii) Lessor, in the
exercise of its sole discretion, determines that emergency repairs are
necessary, or (iii) repairs or replacements to the Shopping Center or the
Demised Premises are made necessary by any act or omission or negligence of
Lessee, its agents, employees, subtenants, assignees, concessionaires,
contractors, invitees, licensees or visitors, then in any such event


<PAGE>

Lessor may make such repairs without liability to Lessee for any loss or damage
that may accrue to Lessee's merchandise, fixtures, or other property or to
Lessee's business by reason thereof, and Lessee shall pay to Lessor upon demand
the total cost of such repairs plus interest in the amount of sixteen percent
(16%) per annum from the date such cost is incurred by Lessor until repaid by
Lessee.

         Before undertaking any alterations, additions, improvements or
construction (including, without limitation, the initial construction of the
Demised Premises) Lessee shall obtain at its expense a public liability
insurance policy (in addition to all other insurance required to be carried by
Lessee hereunder) insuring Lessee and the Lessor and its assigns as named
insured against any liability which may arise on account of such proposed
alterations, additions, improvements or construction on an occurrence basis with
the minimum limits set forth in Section 5.1 and Lessee shall require its
contractors to obtain and maintain comprehensive public liability, Worker's
Compensation and damage insurance in the same amount as set out in Section
5.1(a) and (b). Said comprehensive public liability insurance shall include
"completed operations coverage".

         Section 6.3. Hazardous Waste. Lessee agrees that Lessee, its agents,
servants, employees, licensees, and contractors, shall not use, manufacture,
store or dispose of any flammable explosives, radioactive materials, hazardous
wastes or materials, toxic wastes or materials or other similar substances
(collectively "Hazardous Materials") on, under or about the Demised Premises.
Without limiting the above, Lessee shall indemnify and hold harmless Lessor from
and against any and all claims, losses, liabilities, damages, costs and
expenses, including, without limitation, attorney's fees and costs, arising out
of or in any way connected with the use, manufacture, storage, or disposal of
Hazardous Materials by Lessee, its agents, servants, employees, licensees or
contractors, on, under or about the Demised Premises, including without
limitation, the cost of any required or necessary repair, clean-up or
detoxification in connection therewith. The indemnity obligations of Lessee
under this Section 6.3 shall survive any termination of this Lease.

         Section 6.4. Inspection. Lessor or its representatives shall have the
right to enter the Demised Premises during any business day, and in emergency at
all times, during the Term.

         Section 6.5. Obstructions. Lessee agrees to keep its loading
facilities, if any, and the Common Areas immediately adjoining the Demised
Premises free from trash, litter or obstructions, and, in addition, if the
Demised Premises open onto an outside area, to keep said sidewalk area
immediately adjoining the Demised Premises free from ice and snow.

                                   ARTICLE VII

                            ADDITIONS AND ALTERATIONS

         Section 7.1. By Lessor. Lessor hereby reserves the right at any time
and from time to time, provided access to the Demised Premises is not materially
and adversely affected, to make alterations or additions to the building in
which the Demised Premises are contained, and to construct other buildings
adjoining the same. Lessor also reserves the right to construct other buildings
or improvements in the Shopping Center, provided, however, that such
constructions or additions shall not unreasonably interfere with the operations
of Lessee's business hereunder except when such work is necessitated by
emergency or required by structural need.

         If an excavation shall be made upon land adjacent to the Demised
Premises, Lessee shall permit the person authorized to cause such excavation
license to enter upon the Demised Premises for the purpose of doing such work as
such person deems necessary to preserve the wall of the building of which the
Demised Premises form a part from damage and to support the same by proper
foundations and Lessee shall not be entitled to any claim for damages or
indemnification against Lessor.

<PAGE>

         Section 7.2. By Lessee. Provided that Lessee shall not be in default
Lessee may from time to time, at its own expense and upon compliance with the
requirements of the last paragraph of Section 6.2 hereof, alter, renovate or
improve the interior of the Demised Premises provided the same be performed (i)
in a good workmanlike manner, (ii) in accordance with accepted building
practices and applicable laws, including, but not limited to, building codes and
zoning ordinances, and (iii) so as not to weaken or impair the strength or
lessen the value of the building in which the Demised Premises are located. No
changes, alterations or improvements affecting the exterior of the Demised
Premises shall be made by Lessee. Prior to commencement of all such work, Lessee
shall obtain Lessor's prior written approval of the plans and specifications
therefor and shall cause Lessor's requirements for bonding, insurance and other
contractor requirements to be satisfied. Any work done by Lessee under the
provisions of this Section 7.2 shall be conducted so as not to interfere with
the use by the other tenants of their premises in the Shopping Center.

                                  ARTICLE VIII

                       DAMAGE, DESTRUCTION OR CONDEMNATION
                             OF THE DEMISED PREMISES

         Section 8.1. Damage or Destruction. If all or any part of the Demised
Premises shall be damaged or destroyed by fire or other casualty, this Lease
shall continue in full force and effect, unless terminated as hereinafter
provided, and Lessor shall repair, restore or rebuild the Demised Premises to
their condition at the time of the occurrence of the loss; provided, however,
Lessor shall not be obligated to commence such repair, restoration or rebuilding
until insurance proceeds are received by Lessor, and Lessor's obligation
hereunder shall be limited to the proceeds actually received by Lessor under any
insurance policy or policies, if any, which have not been required to be applied
towards the reduction of any indebtedness secured by a mortgage or deed to
secure debt covering the Shopping Center or any portion thereof.

         Lessee agrees to notify Lessor in writing not less than thirty (30)
days prior to the date Lessee opens for business in the Demised Premises of the
actual cost of all permanent leasehold improvements and betterments installed or
to be installed by Lessee in the Demised Premises (whether same have been paid
for entirely or partially by Lessee), but exclusive of Lessee's personal
property, movable trade fixtures and contents. Similar notifications shall be
given to Lessor not less than thirty (30) days prior to the commencement of any
proposed alterations, additions or improvements to the Demised Premises by
Lessee subsequent to the initial construction of the Demised Premises. If Lessee
fails to comply with the foregoing provisions, any loss or damage Lessor shall
sustain by reason thereof shall be borne by Lessee and shall be paid immediately
by Lessee upon receipt of a bill therefor and evidence of such loss, and in
addition to any other rights or remedies reserved by Lessor under this Lease,
Lessor's obligations under this Article VIII to repair, replace and/or rebuild
the Demised Premises shall be deemed inapplicable and in lieu thereof Lessor
may, at its election, either restore or require Lessee to restore the Demised
Premises to the condition which existed prior to such loss, and in either case
Lessee shall pay the cost of such restoration.

         Lessee covenants and agrees to reopen for business in the Demised
Premises within thirty (30) days after notice from Lessor that the Demised
Premises are ready for re-occupancy.

         No damage or destruction to the Demised Premises shall allow Lessee to
surrender possession of the Demised Premises or affect Lessee's liability for
the payment of rents or charges or any other covenant herein contained, except
as may be specifically provided in this Lease.

         Notwithstanding anything to the contrary contained in this Section 8.1
or elsewhere in this Lease, Lessor, at its option, may terminate this Lease on
thirty (30) days' notice to Lessee if:

<PAGE>

         (a) The Demised Premises or the building in which the Demised Premises
are located shall be damaged or destroyed as a result of an occurrence which is
not covered by Lessor's insurance; or

         (b) The Demised Premises shall be damaged or destroyed during the last
three (3) years of the Term or any renewals thereof; or

         (c) Any or all of the buildings or Common Areas of the Shopping Center
are damaged (whether or not the Demised Premises are damaged) to such an extent
that, in the sole judgment of Lessor, the Shopping Center cannot be operated as
an economically viable unit.

         If the Demised Premises shall be damaged or destroyed and in the event
that Lessor has elected to continue this Lease, Lessor and Lessee shall commence
their respective obligations under this Article as soon as is reasonably
possible and prosecute the same to completion with all due diligence.

         In the event of any termination of this Lease under the provisions of
Section 8.1, this lease shall terminate at the end of the calendar month in
which such notice of termination is given.

         The Minimum Rent shall be abated proportionately with the degree to
which Lessee's use of the Demised Premises is impaired during the period of any
damage, repair or restoration provided for in this Article VIII; provided
further that in the event Lessor elects to repair any damage as herein
contemplated, any abatement of Minimum Rent shall end fifteen (15) days after
notice by Lessor to Lessee that the Demised Premises have been repaired. Lessee
shall continue the operation of its business in the Demised Premises during any
such period to the extent reasonably practicable from the standpoint of prudent
business management, and any obligation to Lessee under the Lease to pay
Percentage Rent and any other charges except Minimum Rent shall remain in full
force and nothing in this Section shall be construed to abate Percentage Rent
and any other charges except Minimum Rent. Except for the abatement of Minimum
Rent hereinabove provided, Lessee shall not be entitled to any compensation or
damage for loss in the use of the whole or any part of the Demised Premises
and/or any inconvenience or annoyance occasioned by any damage, destruction,
repair or restoration.

         Unless this Lease is terminated by Lessor, Lessee shall repair, restore
and refixture all parts of the Demised Premises not insured under any insurance
policies insuring Lessor in a manner and to a condition equal to that existing
prior to its destruction or damage, including without limitation, all exterior
signs, trade fixtures, equipment, display cases, furniture, furnishings and
other installations of personality of Lessee. The proceeds of all insurance
carried by Lessee on its property and improvements shall be held in trust by
Lessee for the purpose of said repair and replacement. Lessee shall give to
Lessor prompt written notice of any damage to or destruction of any portion of
the Demised Premises resulting from fire or other casualty.

         Section 8.2. Condemnation. In the event that the whole of the Demised
Premises shall be taken under the power of eminent domain, this Lease shall
thereupon terminate as of the date possession shall be so taken.

         Anything in this Lease to the contrary notwithstanding, in the event
more than fifteen percent (15%) of the Demised Premises or more than twenty five
percent (25%) of the then existing paved parking spaces of the Shopping Center
or more than forty percent (40%) of the buildings in the Shopping Center
exclusive of the Demised Premises shall be taken, or conveyance made in lieu
thereof, either party shall have the right to cancel and terminate this Lease as
of the date of such taking upon giving notice to the other of such election
within thirty (30) days after the date of such taking.

         In the event of such cancellation, the parties shall thereupon be
released from any further liability under this Lease, except for obligations
existing on the effective date of such termination; provided,


<PAGE>

however, that if more than twenty five percent (25%) of the then existing paved
parking spaces shall be appropriated or taken, Lessor may at its option nullify
and vacate Lessee's right to cancel this Lease as hereinbefore provided by
giving Lessee notice within thirty (30) days after the date of such taking that
it will provide substitute parking on or adjacent to the Shopping Center
sufficient to cause the total number of paved parking spaces remaining after
such substitution to be equal to the lesser of (i) the number of spaces required
by local Code, or (ii) at least seventy-five percent (75%) of the number of
spaces prior to such taking, in which event the lease shall remain in full force
and effect.

         If a portion of the Demised Premises is taken, and if this Lease shall
not be terminated as provided in the preceding paragraph, then the provisions of
this Lease shall remain in full force and effect, except that the Minimum Rent
shall be reduced in the same proportion that the amount of Floor Area remaining
after such taking bears to the total Floor Area immediately prior to such
taking, and Lessor shall, upon receipt of the award in condemnation, make all
necessary repairs or alterations to the building in which the Demised Premises
are located so as to constitute the portion of the building not taken a complete
architectural unit, but Lessor shall not be required to spend for such work an
amount in excess of the net amount received by Lessor as damages for the part of
the building within which the Demised Premises are located. "Amount received by
Lessor" shall mean that part of the award in condemnation which is free and
clear to Lessor of any collection by mortgagees for the value of the diminished
fee. Lessee at its own cost and expense, shall restore and refixture such part
of the Demised Premises as is not taken to as near its former condition as the
circumstances will permit, including, without limitation, all exterior signs,
trade fixtures, equipment, display cases, furniture, furnishings and other
installations of personality of Lessee.

         All compensation awarded or paid upon such total or partial taking of
the Demised Premises or the building within which the Demised Premises are
located shall belong to and be the property of Lessor without any participation
by Lessee. Lessee shall, however, be entitled to claim, prove and receive in
such condemnation proceedings such award as may be allowed for relocation costs,
fixtures and other equipment installed by it but only to the extent that the
same shall not reduce Lessor's award and only if such award shall be in addition
to the award for the land and building (or portion thereof) containing the
Demised Premises. To the extent that the Lessee has a claim in condemnation
proceedings, as aforesaid, Lessee may claim from condemnors, but not from
Lessor, such compensation as may be recoverable by Lessee.

         It is mutually agreed that (i) any reduction in the parking lot area,
number of parking spaces in the Shopping Center, or the imposition of any
restriction on the number of motor vehicles that may enter the Shopping Center
by action or order of any governmental authority, quasi-governmental authority,
or by any court having jurisdiction in the premises (other than by actual
exercise of the power of eminent domain such that title passes to the condemning
agency) shall not constitute such taking or condemnation under this Lease that
would entitle Lessee to terminate the Lease, (ii) any such environmental
condemnation or compliance by Lessor with any order, rule or regulation of such
authority, with any judicial decree, or any such existing or future law shall
not constitute a default under this Lease by Lessor so as to entitle Lessee to
terminate this Lease and this Lease shall remain in full force and effect, and
(iii) as between Lessor and Lessee, Lessor may, but shall not be obligated to,
comply with any such order, rule, regulation, judicial decree or law.

                                   ARTICLE IX

                               MORTGAGE FINANCING

         If any lending institution with which Lessor has negotiated or may
negotiate interim or long-term financing for the Shopping Center or part thereof
does not approve the credit rating of Lessee, or if such lending institution
shall require change(s) in this Lease as a condition or one of the conditions of
its approval of this Lease for such financing; and if within fifteen (15) days
after notice from Lessor (i) Lessee fails or refuses to supply or execute
guarantees which are stated by Lessor as necessary to secure the approval of



<PAGE>

Lessee's credit by any such lending institution, or (ii) if Lessee fails or
refuses to execute with Lessor the amendment or amendments to this Lease
accomplishing the change(s) which is/are state by Lessor to be needed in
connection with approval of this Lease for purposes of such financing, or (iii)
if for any reason, such financing in an amount satisfactory to Lessor cannot be
obtained, Lessor shall have the right to cancel this Lease at any time prior to
the Rental Commencement Date. In the event of cancellation by Lessor hereunder,
this Lease shall be and become null and void and both parties shall
automatically be released as of the date of Lessor's cancellation notice from
any and all liability or obligation under this Lease, and Lessor shall retain
the security, if any, paid by Lessee as reimbursement for expenses incurred by
Lessor in negotiating or attempting to negotiate the required amendments to this
Lease with Lessee. Notwithstanding anything contained herein to the contrary,
Lessee shall not be required to agree, and Lessor shall not have any right of
cancellation from Lessee's refusal to agree, to any modification of the
provisions of this Lease relating to the amount of Minimum Rent and Percentage
Rent reserved, the size or location of the Demised Premises, the duration or
commencement date of the Term, or the value of the improvements to be made by
Lessor to the Demised Premises prior to tender of possession.

         Lessee shall, upon the request of Lessor, execute and deliver such
instruments as may be required by Lessor to make this Lease either superior or
subordinate to any mortgages now or hereafter placed upon Lessor's interest in
the Shopping Center or the Demised Premises or future additions thereto. Lessee
hereby attorns to any purchaser at a foreclosure sale or sale in lieu of
foreclosure, and agrees to execute all agreements required by any such purchaser
affirming such attornment.

         Upon request of any mortgagee of record, Lessee shall give such
mortgagee copies of all notices given by Lessee to Lessor hereunder, and Lessee
shall allow such mortgagee a reasonable length of time (in any event, not less
than sixty (60) days from the date of such notice) in which to cure any default
by Lessor hereunder. Any such notice shall be sent to such department and
address as such mortgagee shall direct Lessee in writing.

                                    ARTICLE X

                                     DEFAULT

         Section 10.1 Default by Lessee. If Lessee shall vacate or abandon the
Demised Premises at any time during the Term, or if after ten (10) days written
notice of non-payment when due, Lessee fails to pay any Minimum Rent, Percentage
rent or other payment hereunder, or after fifteen (15) days written notice of
non-performance fails to perform any other of the terms of this Lease to be
observed or performed by Lessee, or, if such term or obligation (other than
non-payment of monetary obligations) hereof cannot be performed within fifteen
(15) days if Lessee fails within said fifteen (15) day period to commence and
thereafter to diligently and continually pursue its obligation hereunder, or if
Lessee shall become bankrupt or insolvent, or file any debtor proceedings or
take or have taken against Lessee in any court pursuant to any statute either of
the United States or of any state a petition in bankruptcy or for reorganization
or for the appointment of a receiver or trustee of all or a portion of Lessee's
property, or if Lessee makes an assignment for the benefit of creditors, or
petitions for or enters into an arrangement or suffers this Lease to be taken
under any writ of execution or attachment, or if this Lease shall pass to or
devolve upon, by law or otherwise, one other than Lessee except as herein
provided, then, in any one or more of such events, upon Lessor's service of a
written five (5) day notice of cancellation upon Lessee specifying the nature of
such default and Lessee's failure within said five (5) day period to comply with
or remedy such default, then this Lease and the Term shall, at the option of
Lessor, terminate and come to an end on the date specified in such notice of
cancellation, and Lessee shall quit and surrender the Demised Premises to Lessor
as if the Term ended by the expiration of the time affixed herein, but Lessee
shall remain liable as hereinafter provided.

<PAGE>

         Section 10.2. Lessor's Rights on Default. If Lessee shall not have
cured its default in the manner provided in Section 10.1 hereof, Lessor shall be
entitled to apply the security deposit to Lessee's obligations hereunder without
thereby diminishing or affecting any of Lessee's obligations hereunder for the
payment of Minimum Rent or Percentage Rent or any other charges, and Lessor may
immediately, or any time thereafter, re-enter the Demised Premises and remove
all persons and all or any property therefrom, by any suitable action or
proceeding at law, or by force or otherwise, without being liable for any
prosecution therefor or damage resulting therefrom, and repossess and enjoy the
Demised Premises, together with all additions, alterations and improvements and
Lessor may, at its option, repair, alter, remodel and change the character of
the Demised Premises as it may deem fit, and at any time relet the Demised
Premises or any part or parts thereof, as the agent of Lessee or otherwise. The
exercise by Lessor of any right granted in the sentence immediately preceding
shall not relieve Lessee from the obligation to make all payments of Minimum
Rent, Percentage Rent or other charges, and to fulfill all other covenants
required by this Lease, at the time and in the manner provided herein, and if
Lessor so desires all current and future monetary obligations of Lessee
hereunder shall become immediately due and payable. Lessee throughout the
remainder of the Term hereof shall pay Lessor, no later than the last day of
each month during the Term, the then current excess, if any, of the sum of the
unpaid rentals and costs to Lessor resulting from such default by Lessee over
the proceeds, if any, received by Lessor from reletting, if any. Lessor shall
not be required to relet the Demised Premises or exercise any other right
granted to Lessor hereunder, nor shall Lessor be under any obligation to
minimize Lessee's loss as a result of Lessee's default. If Lessor attempts to
relet the Demised Premises, Lessor shall be the sole judge as to whether or not
a proposed lessee is suitable and acceptable.

         This Section 10.2 Shall apply to any renewal or extension of this
Lease; and if Lessee shall default hereunder prior to the date fixed as the
commencement of any renewal or extension of this Lease, Lessor may cancel such
renewal or extension agreement by two (2) days prior written notice to Lessee.

         In the event of a breach by Lessee of any of the covenants or
provisions hereof, Lessor shall have, in addition to any other remedies which it
may have, the right to invoke any remedy allowed by law or in equity to enforce
Lessor's rights or any of them, as if re-entry and other remedies were not
herein provided.

         Section 10.3. Non-Waiver Provisions. The failure of Lessor to insist
upon strict performance of any of the terms, conditions and covenants herein
shall not be deemed to be a waiver of any rights or remedies that Lessor may
have and shall not be deemed a waiver of any subsequent breach or default in the
terms, conditions and covenants herein contained except as may be expressly
waived in writing. No payment by Lessee or receipt by Lessor of a lesser amount
than the rent and charges hereby reserved shall be deemed other than on account
of the earliest rents and charges then unpaid (unless Lessor elects otherwise),
nor shall any endorsement or statement on any check or any letter accompanying
any check or payment by Lessee be deemed an accord and satisfactory, and Lessor
may accept such check or payment without prejudice to Lessor's right to recover
the balance of such rents and charges due or Lessor may pursue any other remedy
in this Lease provided or by law permitted, and no waiver by Lessor in favor of
any other lessee or occupancy of the Shopping Center shall constitute a waiver
in favor of the Lessee herein.

         The maintenance of any action or proceeding to recover possession of
the Demised Premises, or any installment or installments of Minimum Rent,
Percentage Rent or any other monies that may be due or become due from Lessee to
Lessor, shall not preclude Lessor from thereafter instituting and maintaining
subsequent actions or proceedings for the recovery of possession of the Demised
Premises or of any other monies that may be due or become due from Lessee. Any
entry or re-entry by Lessor shall not be deemed to absolve or discharge Lessee
from liability hereunder.

         Section 10.4. Inability to Perform. Lessor and/or Lessee shall be
excused for the period of any delay and shall not be deemed in default with
respect to the performance of any of the terms, covenants and


<PAGE>

conditions of this Lease when prevented from so doing, by cause or causes beyond
the Lessor's and/or Lessee's control, which shall include, without limitation,
all labor disputes, governmental regulations or controls, fire or other
casualty, inability to obtain any material or services, acts of God, or any
other cause, not within the reasonable control of the Lessor and/or Lessee. This
Section 10.4 shall not apply to or modify Lessee's obligations under this Lease
to make prompt payment to Lessor of Minimum Rent, Percentage Rent and other
charges due hereunder.

         Section 10.5. Default by Lessor. Lessor shall in no event be in default
in the performance of any of its obligations contained in this Lease unless and
until Lessor shall have failed to perform such obligation within thirty (30)
days, or such additional time as is reasonably required to correct any such
default, after notice by Lessee to Lessor properly specifying wherein Lessor has
failed to perform any such obligation.

         Section 10.6. Expenses. If either party hereto shall at any time be in
default hereunder, and if the other party hereto shall deem it necessary to
engage attorneys to enforce such other party's rights hereunder, the
determination of such necessity to be in the sole discretion of such other
party, the defaulting party will reimburse such other party for the reasonable
expenses incurred thereby, including, but not limited to, court costs and
reasonable attorney's fees.

                                   ARTICLE XI

                                OTHER PROVISIONS

         Section 11.1. Definition and Liability of Lessor. The term "Lessor" as
used in this Lease shall mean only the owner or mortgagee in possession for the
time being of the building in which the Demised Premises are located or the
owner of a leasehold interest in said building or the land thereunder so that in
the event of sale of said building or leasehold interest or an assignment of
this Lease or a demise of said building or land, Lessor shall be and is hereby
entirely freed and relieved of all obligations of Lessor subsequently accruing.

         It is specifically understood and agreed that there shall be no
personal liability of Lessor in respect to any of the covenants, conditions or
provisions of this Lease; in the event of a breach or default by Lessor of any
of its obligations under this Lease, Lessee shall look solely to the equity of
the Lessor in the Shopping Center for the satisfaction of Lessee's remedies.

         Section 11.2. Relationship of the Parties. Nothing contained in this
Lease shall be deemed or construed as creating the relationship of principal and
agent or a partnership or joint venture between the parties hereto, it being
understood and agreed that neither the method of computing rents nor any other
provision contained herein nor any acts of the parties hereto shall be deemed to
create any relationship between the parties other than that of Lessor and
Lessee.

         Section 11.3. Security Deposit. Lessee has deposited with Lessor as
security for the performance by Lessee of the terms of this Lease the Security
Deposit set forth in Section 1.1(m) hereof. Lessor may use, apply or retain
(without liability for interest) during the Term the whole or any part of the
Security Deposit to the extent required for the payment of any rents or other
sums as to which Lessee may be in default hereunder or for any sums which Lessor
may expend or any damage Lessor may suffer by reason of Lessee's default in
respect of any of the terms of this Lease, including, but not limited to, any
deficiency or damage incurred in reletting the Demised Premises. The covenants
in this Section 11.3 are personal covenants between Lessor and Lessee and not
covenants running with the land, and in no event will Lessor's mortgagee(s) or
any purchaser at a foreclosure sale or sale in lieu of foreclosure be liable to
Lessee for the return of the Security Deposit.

<PAGE>

         The Security Deposit will be held in the AFCO Realty Services, LLC
Escrow Money Market Account, #325-171-2206, at Bank of America. All interest
earned on said security deposit shall be retained by AFCO Realty Services, LLC,
and shall not be payable to either the Lessee nor Lessor. Lessee shall not
assign nor encumber its interest in the Security Deposit, and neither Lessor nor
its successors and assigns shall be bound by any attempted assignment or
encumbrance.

         Provided Lessee shall comply with all the terms of this Lease, the
Security Deposit shall be applied by Lessor as provided in Section 1.1(m)
hereof. In the event of a sale of the Shopping Center or assignment of this
Lease by Lessor to any person other than a mortgagee, Lessor shall have the
right to transfer the Security Deposit to its vendee or assignee, subject to the
provisions of this Lease, and thereupon Lessor shall be released from any
liability with respect to the Security Deposit, and such vendee or assignee
shall be solely responsible to Lessee therefor.

         Section 11.4. Indemnity. Lessee, during the Term, any extension or
renewal thereof, and any period in which Lessee occupies or uses the Demised
Premises, shall indemnify and save harmless Lessor, its agents, servants and
employees, and Lessor's lessor, if any, from and against any and all claims and
demands whether for injuries to persons or loss of life, or damage to property,
related to or arising in any manner whatsoever out of the use and occupancy of
the Demised Premises by Lessee, or occasioned wholly or in part by any act or
omission of Lessee, its agents, contractors, employees, servants, lessees,
concessionaires, invitees, licensees and customers. In the event Lessor shall,
without fault on its part, be made a party to any litigation commenced by or
against Lessee, then Lessee shall protect and hold Lessor harmless and shall pay
all costs, expenses and attorney's fees incurred or paid by Lessor in connection
with such litigation.

         Section 11.5. Damage to Property or Persons. Except with respect to the
gross negligence or the willful and wanton acts of Lessor, its agents and
employees: Lessor shall not be liable for any loss of or damage to property of
Lessee or of others located in the Demised Premises or the Shopping Center, by
theft or otherwise, nor for any loss or damage whatsoever to any property which
Lessee could remove at the end of the Term as provided in Section 11.7 hereof;
Lessor shall not be liable for any injury or damage to persons or property or to
the interior of the Demised Premises resulting from fire, explosion, falling
plaster, steam, gas, electricity, water, rain or snow or leaks from any part of
the Demised Premises or from the pipes, appliances or plumbing works or from
thereof, street or subsurface or from any other place or by dampness or by any
other cause of whatsoever nature; Lessor shall not be liable for any such injury
or damage caused by other tenants or any person(s) either in the Demised
Premises or elsewhere in the Shopping Center, or by occupants of property
adjacent to the Shopping Center, or by the public, or by operations in the
construction of any private, public, or quasi-public work; Lessor shall not be
liable for any latent defect in construction except for a period of one (1) year
from the date the general contractor constructing the Shopping Center
substantially completes the initial construction of the Demised Premises (the
parties agree that any liability of Lessor under the preceding clause shall be
limited to cost of repair only); and Lessor shall not be responsible for damage
or loss of property of Lessee kept or stored on the Demised Premises.

         Section 11.6. Assignment or Subletting. Lessee shall not assign this
Lease or sublet all or any part of the Demised Premises without the prior
written consent of Lessor (which consent may be granted or withheld by Lessor in
its sole discretion) and upon such terms and conditions as may be mutually
agreed upon by the parties. Any assignment or sublease by Lessee shall be only
for the purposes specified in Section 1.1(k) hereof and for no other purpose,
and in no event shall any assignment or sublease of the Demised Premises release
or relieve Lessee from any of its obligations under this Lease.

         In the event Lessee shall assign its interest in this Lease or sublet
the Demised Premises for rentals in excess of those rentals reserved hereunder,
Lessee shall pay all of such excess rent to Lessor as additional rent.

<PAGE>

         Any proposed assignee or subtenant of Lessee shall assume Lessee's
obligations hereunder and deliver to Lessor an assumption in form satisfactory
to Lessor within ten (10) days after the effective date of the assignment.

         Any request by Lessee for approval to sublet, transfer or assign
Lessee's interest in this Lease, shall be accompanied by a processing and
administration fee in the amount of $250.00.

         If Lessee is a corporation or partnership, then if at any time during
the Term or any extension or renewal thereof the person or persons who, on the
date of this Lease, owns or own a majority of such corporation's voting shares
or such partnership's partnership interests, as the case may be, ceases or cease
to own a majority of such shares or partnership interests, as the case may for,
for any reason (including, but not limited to, if Lessee is a corporation,
merger, consolidation, liquidation or other reorganization involving another
corporation) and regardless of whether such sales occur at one time or at
intervals, so as to result in a change in the present ownership or control of
Lessee by the person or persons now owning a majority of such voting shares or
partnership interests (except as the result of transfer by inheritance), Lessee
shall so notify Lessor within ten (10) days from the date of such transfer. In
such event and regardless of whether Lessee has given such notice, Lessor shall
have the right, at its option, to terminate this Lease upon ten (10) days notice
to Lessee. This paragraph shall not be applicable to any corporation, all of the
outstanding voting stock of which is listed on a national securities exchange.

         Section 11.7. Surrender of Premises. At the expiration of the tenancy
hereby created, Lessee shall surrender the Demised Premises in good condition
and repair, reasonable wear and tear excepted, and Lessee shall surrender all
keys for the Demised Premises to Lessor at the place then fixed for payment of
rent and shall inform Lessor of all combinations on locks, safes and vaults, if
any, in the Demised Premises. Lessee's obligation to observe or perform this
covenant shall survive the expiration or other termination in this Lease.

         Prior to the expiration or sooner termination of this Lease, Lessee
shall remove any and all trade fixtures, equipment and other unattached items
which Lessee may have installed in the Demised Premises, including, but not
limited to, counters, shelving, showcases, chairs and unattached movable
machinery purchased or provided by Lessee and which are susceptible to being
moved without damage to the building of which the Demised Premises are a part.
Lessee shall repair any damage to the Demised Premises caused by its removal of
such fixtures and movables. In the event Lessee does not make such repairs,
Lessee shall be liable for and agrees to pay Lessor's costs and expenses in
making such repairs, together with a sum equal to twenty percent (20%) of such
costs and expenses to cover Lessor's overhead in making such repairs for Lessee.
Lessee shall not remove any plumbing or electrical fixtures or equipment,
heating or air conditioning equipment, floor coverings (including but not
limited to wall-to-wall carpeting), walls or ceilings, all of which shall be
deemed to constitute a part of the interest and estate of Lessor, nor shall
Lessee remove any fixtures or machinery that were furnished or paid for by
Lessor whether initially installed or replaced. The Demised Premises shall be
left in a broom-clean condition. If Lessee shall fail to remove its trade
fixtures or other property as provided in this Section 11.7, such fixtures and
other property not removed by Lessee shall be deemed abandoned by Lessee and at
the option of Lessor shall become the property of Lessor, or at Lessor's option
may be removed by Lessor at Lessee's expense, or sold or otherwise disposed of,
in which event the proceeds of such sale or other disposition shall belong to
Lessor.

         Section 11.8. Holdover by Lessee. In the event that Lessee shall hold
the Demised Premises after any termination of this Lease pursuant to the
provisions hereof, or any expiration of the Term (or extension thereof), such
holding over shall be deemed to have created a tenancy from month to month
terminable on thirty (30) day's written notice by either party to the other,
upon a monthly rental basis, and otherwise subject to all the terms and
provisions of this Lease, except as contemplated to the contrary in this Section
11.8. Such monthly rental shall be computed on the basis of one-sixth (1/6) of
the sum of all rents payable


<PAGE>

by Lessee to Lessor during the last twelve (12) months of the Term (including,
but not limited to, Minimum Rent and Percentage Rent) and all other additional
charges provided by this Lease.

         If Lessee fails to surrender the Demised Premises upon the termination
of this Lease, in addition to any other liabilities to Lessor accruing
therefrom, Lessee shall indemnify Lessor and hold Lessor harmless from loss or
liability resulting from such failure, including, without limitation, any claims
made by any succeeding lessee founded on such failure.

         Section 11.9. Lien of Lessor for Rent, Taxes and Other Sums. Lessor
shall have and Lessee hereby grants, a security interest in any furnishings,
equipment, fixtures, inventory, accounts receivable, or other personal property
of any kind belonging to Lessee, or the equity of Lessee herein, located on or
derived from activities conducted in or upon the Demised Premises. The security
interest is granted for the purpose of securing the payment of Minimum Rent,
Percentage Rent, other charges, assessments, penalties and damages herein
covenanted to be paid by Lessee, and for the purpose of securing the performance
of all other obligations of the Lessee hereunder. Upon Lessee's default or
breach of any covenants of this Lease, Lessor shall have all remedies available
under the laws of the State where the Demised Premises are located, including,
but not limited to, the right to take possession of the above-mentioned property
and dispose of it by sale in a commercially reasonable manner. Lessee hereby
agrees to sign a Financing Statement at Lessor's request for the purpose of
serving notice to third parties of the security interest herein granted.

         Section 11.10. Liens. Lessee shall discharge any lien filed against the
Shopping Center or any part thereof for work done or materials furnished at
Lessee's request with respect to the Demised Premises within ten (10) days after
such lien is filed. If Lessee fails to keep this covenant, in addition to any
other remedies available to Lessor under this Lease or otherwise, Lessor may at
its option discharge such lien, in which event Lessee agrees to pay Lessor a sum
equal to the amount of the lien thus discharged by Lessor plus all costs and
expenses, including, without limitation, attorney's fees and court costs,
incurred by Lessor in discharging such lien.

         Section 11.11. Late Payments. Should Lessee fail to pay when due any
installment of Minimum Rent, Percentage Rent or any other sum payable to Lessor
under the terms of this Lease, then interest at the highest lawful rate of
interest per annum permitted in the State wherein the Shopping Center is
situated, but not to exceed the rate of sixteen percent (16%) per annum, shall
accrue from and after the date on which any such sum shall be due and payable,
and such interest together with a late charge of $50.00 to cover the extra
expense involved in handling such delinquency shall be paid by Lessee to Lessor
at the time of payment of the delinquent sum.

         Section 11.12. Consents. Where the consent or approval of Lessor shall
be required under the terms of this Lease, such consent or approval may be
granted in Lessor's sole discretion, unless otherwise expressly provided for
herein. With respect to any provision of this Lease which either expressly
provides or is held to provide that Lessor shall not unreasonably withhold or
unreasonably delay any consent or approval, Lessee shall not be entitled to make
any claim for, and Lessee hereby expressly waives any claim for, damages
incurred by Lessee by reason of Lessor's failure to comply therewith, it being
understood and agreed that Lessee's sole remedy therefor shall be an action for
specific performance.

         Section 11.13. Waiver of Right of Redemption. Lessee hereby expressly
waives any and all rights of redemption conferred by statute or otherwise.

         Section 11.14. Notices. Whenever notice or any other communication
shall or may be given to either of the parties by the other, each such notice or
communication shall be sent by registered or certified mail with return receipt
requested to the respective addresses of the parties as contained herein or to
such


<PAGE>

other address as either party may from time to time designate in writing to the
other. Any notice or communication under this Lease shall be deemed to have been
given at the time it is placed in the mails with sufficient postage prepaid. A
copy of any such notice or communication shall also be sent to: Alpharetta
Square c/o AFCO Realty Services, LLC., 4200 Northside Parkway, Bldg. 12,
Atlanta, Georgia 30327-3049.

         Section 11.15. Recording and Short Form Lease. Lessee agrees not to
record this Lease without the express written consent of Lessor and further
agrees to execute, acknowledge and deliver at any time after the date of this
Lease, at the request of Lessor, a "short form lease" suitable for recording.
All recording costs, fees or charges due and payable upon the recording of such
"short form lease" (including, without limitation, any and all taxes due or
collectible upon such recording) shall be payable in full by the party recording
same.

         Section 11.16. Entire and Binding Agreement. This Lease contains all of
the agreements between the parties hereto, and it may not be modified in any
manner other than by agreement in writing signed by all parties hereto or their
successors in interest. All prior conversations or writings between the parties
hereto or their representatives with respect to the Demised Premises are merged
herein and extinguished. Lessee acknowledges that it has not relied on any
estimations, representations or statements of opinion or fact by Lessor or its
agents or employees in entering into this Lease other than as may be expressly
provided herein. The terms, covenants and conditions contained herein shall
inure to the benefit of and be binding upon the Lessor and Lessee and their
respective successors and assigns, except as may be otherwise expressly provided
in this Lease.

         Section 11.17. Provisions Severable. If any term or provision of this
Lease or the application thereof to any person or circumstance shall, to any
extent, be invalid or unenforceable, the remainder of this Lease, or the
application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby and each term and provision of this Lease shall be valid and be enforced
to the fullest extent permitted by law.

         Section 11.18. Captions. The captions contained herein are for
convenience and reference only and shall not be deemed a part of this Lease or
construed as in any manner limiting or amplifying the terms and provisions of
this Lease to which they relate.

         Section 11.19. Rider. A Rider, consisting of ____ pages,
Sections ____ through ____ inclusive is attached hereto and made a part hereof.

         Section 11.20. Estoppel Certificates. Within ten (10) days after any
request therefor by Lessor, Lessee shall execute, acknowledge and deliver to
Lessor a written certificate acceptable to Lessor certifying, if the same be
true, as to such matters relating to this Lease, the Demised Premises or the
Lessee as Lessor shall reasonably request, or, if the same be not true, stating
the manner in and the extent to which the same be not true.

         Section 11.22. Broker Notification. AFCO Realty Services, LLC "Broker"
is a licensed real estate broker operating under the laws of the State of
Georgia.

         Section 11.23. Broker. AFCO Realty Services, LLC has acted as agent for
the Lessor in this transaction and is to be paid a commission by the Lessor.
Broker has not acted as agent in this transaction for the Lessee and Lessee does
not owe, and is not responsible for paying a commission to Broker in


<PAGE>

connection with this transaction. Agent has rendered Lessor and Lessee a
valuable service by assisting in the creation of the Lessor-Lessee relationship
hereunder. The commission to be paid in conjunction with the creation of the
relationship by this Lease has been negotiated between Lessor and Agent and
Lessor hereby agrees to pay Agent as compensation for Agent's services in
procuring this Lease and creating agreement is described under a separate
agreement.

         Section 11.24. Compliance with the Americans with Disabilities Act.
Notwithstanding any other provision of this Lease to be contrary, Lessee shall
comply with The Americans with Disabilities Act, and all regulations and orders
promulgated pursuant thereto, as well as any related state, county and local
laws, regulations and building codes (collectively the "ADA"). Lessee shall make
all alterations to the Premises required by the ADA and shall use and occupy the
Premises at all times in compliance therewith. Lessee agrees to indemnify,
defend and hold Lessor harmless from and against any claims, losses or causes of
action arising out of Lessee's failure to comply with the ADA as required above.
Any alterations made by Lessee during the term of this Lease shall be in
compliance with the ADA and all other requirements of this Lease. At Lessor's
sole option, Lessor may (but shall not be obligated to) make any alterations to
the Premises deemed necessary by Lessor to comply with the ADA and Lessee shall
reimburse Lessor for such costs, upon demand, as additional rent. No approval by
Lessor of alterations made by Lessee shall constitute a warranty by Lessor that
such alterations comply with the ADA. In addition, Lessor does not warrant that
the Premises, the Building, the parking lot, common areas or improvements
provided by Lessor during the term of this Lease comply with the ADA. To the
extent that Lessor is required to place and keep the Building, parking lot or
common areas in compliance with the ADA, then Lessor shall be entitled to
include its expenses of compliance as additional rent and Lessee shall be
responsible for its proportionate share thereof pursuant to this Lease.


<PAGE>


IN WITNESS WHEREOF, Lessor and Lessee have signed this lease as of the day and
year first above written.

Signed, sealed and delivered              Daniel B. Cowart dba
this_______day of ________,               ALPHARETTA SQUARE SHOPPING CENTER
19__, in the presence of:            (Lessor)

/s/ MELANIE LY                            By:    /s/ DANIEL B. COWART
--------------------------------                 -------------------------------
Unofficial Witness


--------------------------------
Notary Public,
_____________County, State of

[NOTARY SEAL]


Signed, sealed and delivered              (Lessee) FUTURUS FINANCIAL SVCS., INC.
this_______day of ________,
2000, in the presence of:

                                          By:  William M. Butler
Unofficial Witness

                                          Its:  President

/s/ TERRI Y. RICHARDS                     By:   /s/ WILLIAM M. BUTLER
--------------------------------                --------------------------------
Unofficial Witness
                                          Its:

                                [CORPORATE SEAL]

Notary Public,
_______County, State of Georgia

[NOTARY SEAL]

Signed, sealed and delivered              AFCO Realty Services, LLC
this______day of _______,                 (Agent)
         2000, in the presence of:

                                          By:   /s/ J. WILLIAM BUTLER
                                                --------------------------------
Unofficial Witness                                  J. William Butler
                                          Its:      President


<PAGE>

                        ALPHARETTA SQUARE SHOPPING CENTER

                                      RIDER

1. Lessee acknowledges that other tenants have been granted, and will be granted
from time to time, the exclusive right to operate certain businesses in the
Shopping Center, and agrees that Lessee's operation shall be limited to the
Specific Use Clause described in Article I, Section 1(k) of this lease, and that
Lessee shall in no event operate a business or sell items in the Demised
Premises outside its use clause.

2. Lessee's sole remedy for Lessor's breach of the foregoing covenant shall be
an action for injunctive relief. Lessee waives its right to seek damages or to
terminate this Lease as a result of such breach.

3. At such time as Lessor acquires the agreement of fifty percent (50%) of the
tenants at Alpharetta Square to convert the signage on each space to backlighted
channel letters on a raceway, Lessee will pay for such signage on Lessee's
space.


<PAGE>

                                   EXHIBIT "A"

                        ALPHARETTA SQUARE SHOPPING CENTER

                                LEGAL DESCRIPTION

ALL THAT TRACT or parcel of land lying and being in Land Lots 693 and 694 of the
1st District, 2nd Section, Fulton County, Georgia and being more particularly
described as follows:

BEGIN at an iron pin placed at the point of intersection of the westerly
right-of-way line of Roswell Street (40' right-of-way) and the northwesterly
right-of-way line of State Highway #9 (aka Alpharetta Road) (80' right-of-way);
running thence along said right-of-way line of State Hwy. #9 south 62 degrees 21
minutes 31 seconds west a distance of 431.68 feet to an iron pin found (1" o.t.)
thence leaving said right-of-way line and running north 25 degrees 05 minutes 24
seconds west a distance of 188.93 feet to an iron pin found (3/4" R.R.); running
thence north 07 degrees 38 minutes 49 seconds west a distance of 145.15 feet to
an iron pin found (3/4" o.t.); running thence south 69 degrees 23 minutes 05
seconds west a distance of 55.66 feet to an iron pin placed; running thence
south 28 degrees, 00 minutes, 19 seconds west a distance of 69.59 feet to an
iron pin found (3/4" o.t.), running thence south 03 degrees, 05 minutes, 21
seconds west a distance of 64.97 feet to an iron pin found (3/4" o.t.); running
thence south 89 degrees, 05 minutes, 15 seconds west a distance of 52.62 feet to
an iron pin found (1/2" R. R.) located on the westerly land lot line of Land Lot
693; running thence along said land lot line north 01 degree, 38 minutes, 18
seconds east a distance of 266.62 feet to an iron pin found (1/4" sq. R. R.)
which iron pin found is located at the corner common to Land Lots 647, 694, 693
and 648; thence running along the western land lot line of Land Lot 694 north 00
degrees, 53 minutes, 08 seconds east a distance of 577.69 feet to an iron pin
found (iron); running thence south 77 degrees, 59 minutes, 25 seconds east a
distance of 356.79 feet to a fence corner; running thence south 00 degrees, 07
minutes, 18 seconds east a distance of 95.55 feet to an iron pin found (iron);
running thence south 68 degrees, 37 minutes, 38 seconds east a distance of
571.75 feet to an iron pin found (1/2" R. R.); said iron pin found being located
on the westerly right-of-way line of Roswell Street (40' right-of-way); running
thence along said right-of-way line south 32 degrees, 13 minutes, 41 seconds
west, a distance of 516.49 feet to an iron pin placed, said iron pin placed
being the POINT OF BEGINNING. Said tract containing 12.505 acres, as shown on
the plat of survey prepared for Alpharetta Square, Inc. by A. W. Browning,
Georgia Registered Land Surveyor #490, dated May 20, 1986.


<PAGE>


                                   EXHIBIT "B"

                        ALPHARETTA SQUARE SHOPPING CENTER

                             [SITE PLAN SHOWN HERE]