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                                                                   EXHIBIT 10.12


                                  OFFICE LEASE

THIS LEASE made as of the 19th day of December, 1999 between Landlord and
Tenant, both as hereinafter defined.

                                   WITNESSETH:

         In consideration of the rent to be paid, the mutual covenants and
agreements herein contained, and other good and valuable considerations, the
receipt and sufficiency of which are hereby acknowledged by the parties hereto,
the Landlord hereby demises and rents unto Tenant, and Tenant hereby leases from
Landlord, the Premises in Landlord's building hereinafter described, upon the
terms, covenants and conditions hereinafter contained.

         1. FUNDAMENTAL LEASE PROVISIONS AND DEFINITIONS. As used herein the
following terms shall have the following meanings:

         (a) Landlord:           ALAN B. KAHN AND WINDSOR CITY
                                 PARTNERSHIP, TENANTS IN COMMON
                                 c/o Grubb & Ellis/The Furman Co.
             Address:            PO Box 2487
                                 Greenville, SC 29602

         (b) Tenant:             TriVergent Communications

             Address:            Before Lease Commencement Date:

                                 200 North Main Street, Suite 303
                                 Greenville, SC 29601
                                 ATTN: Hamilton E. Russell, III

                                 Following Lease Commencement Date:

                                 301 North Main Street, 5th Floor
                                 Greenville, SC 29601
                                 Hamilton E. Russell, III

         (c) Building: The Building containing approximately 369,811 square
feet, known as The Landmark Building located at 301 North Main Street,
Greenville, SC 29601.

         (d) Tenant's Prorata Share: 20.51 percent.


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         (e) Premises: The portion of the Building identified or shown on the
attached Exhibit "A" containing approximately 75,839 square feet. The Premises
are stipulated for all purposes to contain the square footage of rentable area
set forth herein.

         (f) Lease Duration: Ten (10) years with two (2) five (5) year options.
Tenant must exercise said options at least 270 days (9 months) prior to the
expiration of the existing term.

         (g) Lease Commencement Date: One hundred (100) days from issuance of
Building Permits, or completion of improvements, or the date Tenant receives a
Certificate of Occupancy Landlord and Tenant agree to execute a Commencement
Letter after Building Permits have been issued.

                       Number            Monthly            Annual
         (h) Rent:     Months             Rent               Rent
                       ------            -------            ------
                          1-2           31,599.58         379,195.00
                         3-36           92,270.78       1,107,249.40
                        37-72           97,832.31       1,173,987.72
                       73-108          103,709.83       1,244,517.99
                      109-122          109,903.35       1,318,840.21

         The rental rate for the option periods shall be 90% of market at the
beginning of each option period (said rate not to be lower than the rate paid by
Tenant in years 10 and 15), then escalating 3% per year in the ensuing years.

         (i) Security Deposit: $ 0.00 .

         (j) Rental Payment Place:  Grubb & Ellis/The Furman Co.
                                    P. O. Box 2487
                                    Greenville, SC 29602

         (k) Expense Stop: The Tenant shall pay Landlord as Additional Rent
hereunder Tenant's Prorata Share of the amount by which the Basic Costs of the
applicable calendar year exceed the previous calendar year. The expense stop for
the Basic Costs shall be the expenses incurred during the calendar year 2000.

         (l) Property: The Building, including without limitation, the Premises,
Service Areas and Common Areas together with the Exterior Common Areas, or any
parts or combination thereof:


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         (m) Common Areas: The areas of the Building devoted to corridors,
elevator foyers, restrooms, mechanical rooms, janitorial closets, electrical and
telephone closets, vending areas and other similar facilities provided for the
common use or benefit of tenants generally or of the public. Common Areas shall
be measured from and to the inside finished surface of exterior Building wall,
and from and to the center of any partition walls which separate Common Areas
from tenant spaces, including the Premises, and from Service Areas.

         (n) Service Areas: The areas within the Building outside walls used for
elevators, building stairs, fire towers, elevator shafts, flues, vents, stacks,
pipe shafts and vertical ducts (but shall not include any areas provided or
reserved for the exclusive use of a particular tenant). Service areas shall be
measured from and to the inside finished surface of exterior Building walls, and
from and to the center of any partition walls which separate Service Areas from
tenant spaces, including the Premises, and from Common Areas.

         (o) Exterior Common Areas: All areas not located within the Building
provided and maintained for the common use and benefit of Landlord and tenants
of the Building (or multi-building project) generally, and the employees,
invitees and licensees of Landlord and such tenants, including, without
limitation, parking areas whether enclosed or not, streets, sidewalks, and
landscaped areas.

         (p) Basic Costs: All expenses, costs and disbursements (but not
repayment of debt or replacement of capital investment items, nor specific costs
especially billed to and paid by other tenants of the Building) of every kind
and nature which Landlord shall pay or become obligated to pay because of, or in
connection with, the ownership and operation of the Property including but not
limited to the following: (i) Wages and salaries, including payroll taxes,
workers' compensation, insurance premiums, and all other employment costs to
Landlord of all employees engaged in operating and maintaining the Property and
that part of central accounting costs which are applicable to the Property; (ii)
cost of all supplies and materials used in operation and maintenance of the
Property; (iii) cost of all utilities for the Property including the cost of
water, sewer, gas, oil and electric and other power; (iv) cost of all
maintenance and service agreements for the Property and the equipment therein,
including, but not limited to security service, window cleaning, janitorial
service, elevator maintenance, maintenance of heating, ventilation and
air-conditioning equipment, plumbing, controls, locks, alarms and all other
parts of the Building; (v) cost of all insurance relating to the Property or
rents therefrom including, but not limited to, the cost of casualty and
liability insurance applicable to the Property and to Landlord's personal
property used in connection with the Property; (vi) charges, including business
license charges whether federal, state, county or municipal, and whether they be
by taxing districts, or taxes, and assessments,


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attributable to the Property, its operation, or any tax in the nature of a gross
receipts tax imposed on rentals; (vii) cost of repairs and general maintenance
(excluding repairs and general maintenance paid by proceeds of insurance or by
Tenant or other third parties, and alteration attributable solely to tenants of
the Building other than Tenant); (viii) amortization of the cost of installation
of capital investments items which are primarily for the purpose of reducing
operating costs or which may be required by government authority, as reasonably
amortized by Landlord, with interest at prime plus 2% per annum on the amount
unamortized from time to time; and (ix) management fees. The Basic Costs of the
Property shall be computed on the accrual basis and shall be all Basic Costs
incurred by Landlord to maintain all facilities of the Property in operation
during all or part of the applicable calendar year, together with such
additional or substitute facilities in subsequent years as may be determined by
Landlord as necessary.

         (q) Building Standard Improvements: Those improvements to the Premises
described on the attached Exhibit "B" which shall be incorporated herein by
reference. "Building Standard" shall mean the type, brand and/or quality of
materials Landlord designates from time to time to be the minimum quality used
in the Building or the exclusive type, grade or quality of material to be used
in the Building, as the context indicates.

         2. LEASE TERM: The term of the Lease shall commence on the earlier of
(a) the Lease Commencement Date set forth in Paragraph 1 (g), as may be extended
as hereinafter set forth, or (b) the date on which Tenant occupies the Premises.
The Lease shall continue until the expiration of a period equal of the Lease
Duration after the end of the month in which the Lease Term commences (except
that if the Lease Term commences on the first day of a month, the Lease Term
shall end after the expiration of a period equal to the Lease Duration after
such commencement). The fractional month, if any, between the commencement of
the Lease Term and the end of the month in which the Lease Term begins is called
the "Fractional Month".

         If Landlord is unable to deliver possession of the Premises to the
Tenant by the Lease Commencement Date because of the retention of possession
thereof by a prior occupant, or the inability of Landlord to complete the
preparation of the Premises for the Tenant, this Lease shall not terminate,
however, the Lease Commencement Date shall be extended to the date on which
Landlord delivers possession of the Premises to the Tenant. For each day's delay
in the delivery of possession to Tenant, Landlord shall give Tenant two day's
credit against rental payments. If Landlord fails to deliver possession of the
Premises to the Tenant within THIRTY (30) DAYS following the Lease Commencement
Date, the Tenant may immediately terminate this Lease

         3. USE. The Premises shall be used for office purposes and for the
provisioning and sale of telecommunications services and for no other purpose.
Tenant agrees not to


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use, or permit the use of, the Premises for any purpose which is illegal, or
which constitutes or creates a nuisance, or which would increase the cost of
insurance coverage with respect to the Building, or which tends to reduce the
value of the Building or Property or reduce the attractiveness of the Building
or Property to other tenants.

         4. RENT. Tenant shall pay the Rent to the Landlord without demand,
deduction or set off, at the Rental Payment Place, or such other address for the
Rental Payment Place as Landlord by written notice to Tenant may direct. Rent
shall be due and payable in advance on the first day of each month during the
Lease Term in the amount set forth in Paragraph 1(h). The Rent for the
Fractional Month shall be apportioned on a per diem basis, calculated on the
basis of a thirty-day month, and shall be payable on the commencement of the
Lease Term. All installments of Rent not paid when due shall bear interest at
the rate of eighteen percent (18%) per annum or the maximum rate permitted by
law, whichever is lower.

         4A. PARTIAL PAYMENTS. Tenant shall make all rental payments in full.
Payment or receipt of a rental payment of less than the amount stated in the
Lease Agreement shall be deemed to be nothing more than partial payment on that
month's account. Under no circumstances shall Landlord's acceptance of a partial
payment constitute accord and satisfaction. Nor will Landlord's acceptance of a
partial payment forfeit Landlord's right to collect the balance due on the
account, despite any endorsement, stipulation or other statement on any check.

Any modification to this Lease Agreement must be made in a letter signed by
Landlord, in which the Landlord states and agrees to the modification. The
Landlord may accept any partial payment check with any conditional endorsement
without prejudice to his/her right to recover the balance remaining due, or to
pursue any other remedy available under this Lease Agreement.

         5. ADDITIONAL RENT. The Tenant shall pay Additional Rent determined in
accordance with Paragraph 1(k). The Landlord shall have the right to make a good
faith estimate of the Additional Rent for each calendar year and upon thirty
(30) days notice require the monthly payment by Tenant of an amount equal to
1/12 of such estimate. By April 1 of each year, or as soon thereafter as
practical, Landlord shall furnish to Tenant a statement of Landlord's
computation of the Additional Rent applicable to the preceding calendar year
which statement shall show the Basic Costs for such year, and the amount by
which the Tenant has either underpaid or overpaid for such calendar year. If
Tenant has underpaid for such calendar year it shall pay Landlord within thirty
(30) days of written notification the amount of Additional Rent less estimated
payments made by Tenant; and, if Tenant has overpaid, then Landlord, at
Landlord's option shall refund to Tenant any such overpayment or apply such
amount against rentals due or to become due under this Lease.


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         6. SERVICES TO BE FURNISHED BY LANDLORD. Landlord agrees to furnish
Tenant the following services, subject to any limitations which may be imposed
thereon from time to time by any governmental authority:

         (a) Hot and cold water at those points of supply provided for general
use of other tenants in the Building, and heating and air-conditioning in season
at such temperatures as are deemed standard by Landlord from time to time during
normal business hours which are hereby defined as 7:00 AM to 6:00 PM Monday
through Friday and 8:00 AM to 1:00 PM on Saturday, but exclusive of normal
business holidays; however, electrical and heating and air-conditioning services
at times other than for normal business hours for the 5th and 7th floors tower
area of the Premises of the Building shall be furnished upon request of Tenant
delivered to Landlord at least ONE (1) DAY in advance of the date such usage is
requested. Tenant shall bear the entire cost of such requested additional
service. Landlord agrees to use his best efforts to separately meter or submeter
the 5th floor annex and to submeter the 5th floor and 7th floor area of the
tower to monitor Tenant's electrical and HVAC usage. If, in the 5th floor annex
area , Tenant desires HVAC or electrical usage after normal business hours as
defined herein, Tenant may use such service without notifying Landlord and such
usage will be calculated on a monthly basis to determine if Tenant's usage is
over or under the stated electrical allowance ("Allowance") which for this Lease
is calculated at $1.00 per rentable square foot. If Tenant's usage exceeds the
Allowance, Tenant will be billed for such additional usage, which will be due
and payable thirty (30) days after receipt of Invoice. If Tenant's usage is
under the Allowance, Tenant will receive a credit towards the following month's
usage. Landlord and Tenant acknowledge that the Allowance may be adjusted up or
down as needed , and both parties agree to act in good faith to monitor the
Allowance.

         (b) Routine maintenance and electric lighting service for all Common
Areas and Service Areas of the Building in the manner and to the extent deemed
by Landlord to be standard.

         (c) Reasonable janitorial service, Monday through Friday, but exclusive
of normal business holidays. A copy of janitorial specifications are attached to
this Lease as EXHIBIT D and incorporated herein by reference.

         (d) Subject to the provisions of Paragraph 10 and Paragraph 6 (a)
Building Standard facilities, (which shall be agreed upon by both Landlord and
Tenant), to provide electrical current sufficient to illuminate the Premises and
for the operation of small office machines by Tenant in its use and occupancy of
the Premises.


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         (e) All Building Standard fluorescent bulb replacement in the Premises
and fluorescent and incandescent bulb replacement in the Common Areas and
Service Areas.

         (f) Access to the Building may be regulated during other than normal
business hours in such manner as Landlord deems appropriate. Landlord, however,
shall have no liability to Tenant, its employees, agents, invitees or licensees
for losses due to theft or burglary, or for damages or injuries done by
unauthorized persons on the Premises, unless such lossess or damages are the
result of the negligence or misconduct of Landlord, its agents, contractors, or
employees Tenant shall cooperate fully in Landlord's efforts to regulate access
to the Building.

         The failure by Landlord to any extent to furnish, or the interruption
or termination of, the above-described services in whole or part resulting from
causes beyond the reasonable control of Landlord shall not render Landlord
liable in any respect, nor be construed as an eviction of Tenant, nor work an
abatement of Rent, nor relieve Tenant from the obligation to fulfill any
covenant or agreement thereof. Should any of the equipment or machinery used in
the provision of such services for any cause cease to function properly, Tenant
shall have no claim for offset or abatement of Rent or damages on account of an
interruption in service occasioned thereby or resulting therefrom, unless such
lossess or damages are the result of the negligence or misconduct of Landlord,
its agents, contractors, or employees.

         7. GRAPHICS. Landlord shall provide and install all letters or numerals
on doors in the Premises. All such letters and numerals shall be in the standard
graphics for the Building and no others shall be used or permitted on the
Premises without Landlord's prior written consent. Landlord acknowledges
Tenant's desire for signage on the two (2) elevators which service the 5th floor
only, and in the lobby area of the 5th floor. Tenant after receiving Landlord's
approval, may place signage in both areas at Tenant's expense.

         8. CARE OF PREMISES BY TENANT. Tenant agrees not to commit or allow any
waste to be committed on any portion of the Premises, and at the termination of
this Lease to deliver the Premises to Landlord in as good condition as at the
commencement of the Lease Term, ordinary wear and tear accepted.

         9. REPAIRS AND ALTERATIONS BY TENANT. Tenant covenants and agrees with
Landlord, at Tenant's own cost and expense, to repair or replace any damage done
to the Property, or any part thereof, caused by Tenant or Tenant's agents,
employees, or contractors, and such repairs shall restore the Property to as
good a condition as it was in prior to such damage, and shall be effected in
compliance with all applicable laws; provided, however, that if Tenant fails to
make such repairs or replacements promptly, then Landlord may, at its option,
make repairs, or replacements,


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and Tenant shall pay the cost thereof to the Landlord on demand as Additional
Rent. The Tenant agrees with Landlord not to make or allow to be made any
alterations to the Premises except those that cost less than $5,000 and do not
affect the structure or usability of the Building, without first obtaining the
written consent of Landlord in each such instance, which consent may be given on
such conditions as Landlord may elect. Any and all alterations to the Premises
shall become the property of Landlord upon the expiration or earlier termination
of this Lease (but not for movable equipment, trade fixtures or furniture owned
by Tenant), and any and all equipment associated with the provisioning, sales,
and service of telecommunications services), but Landlord may, nonetheless,
require Tenant to remove any and all fixtures, equipment and other improvements
installed by Tenant on the Premises upon the expiration or earlier termination
of this Lease and restore the Premises to prior condition, ordinary wear and
tear excepted. In the event that Landlord so elects, and Tenant fails to remove
such improvements, Landlord may remove such improvements at Tenant's cost, and
Tenant shall pay Landlord on demand the cost of restoring the Premises to
Building Standard.

         10. USE OF ELECTRICAL SERVICES BY TENANT. Tenant's use of electrical
services furnished by Landlord shall not exceed, either in voltage, rated
capacity or overall load that which Landlord deems to be Building Standard.
Building Standard does not include electricity used to operate any item of
electrical equipment which singly consumes more than 0.25 kilowatts at rated
capacity or which requires a voltage other than 120 volts in a single phase. In
the event Tenant shall request that it be allowed to consume electrical services
in excess of that deemed by Landlord to be Building Standard, Landlord may
refuse to consent to such usage or may consent upon such conditions as Landlord
elects, including the requirement that submeters be installed at Tenant's
expense, that Tenant pay the cost of the excess electricity used, and, if the
operation of such equipment requires additional air conditioning capacity above
that provided by the Building Standard System, then the additional air
conditioning installation and operation costs shall be paid by Tenant.

         11. LAWS AND REGULATIONS. Tenant agrees to comply with all applicable
laws, ordinances, rules, and regulations of any governmental entity or agency
having jurisdiction of the Premises.

         12. BUILDING RULES. Tenant will comply with the rules of the Building
as adopted and amended by Landlord from time to time, and will cause all of its
agents, employees, and contractors to do so.

         13. ENTRY BY LANDLORD. Tenant agrees to permit Landlord or its agents
or representatives to enter into and upon any part of the Premises at all
reasonable hours (and in emergencies at all times) to inspect the same, or to
show the Premises to


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prospective purchasers, mortgagees, tenants or insurers, to clean or make
repairs, alterations, or additions thereto, and Tenant shall not be entitled to
any abatement or reduction of rent by reason thereof.

         14. ASSIGNMENT AND SUBLETTING.

         (a) Tenant covenants that it will not assign, sublease, transfer or
encumber this Lease or any interest therein or space covered thereby without the
prior written consent of Landlord. However, Landlord's consent shall not be
required in the event of any transfer by Tenant to an affiliate of Tenant which
is at least as creditworthy as Tenant as of the date of transfer and provided
that Tenant delivers to Landlord certifications of such creditworthiness of such
affiliate.

         (b) All cash or other proceeds or any assignment, sale or sublease of
Tenant's interest in this Lease, whether consented to by Landlord or not, shall
be paid to Landlord notwithstanding the fact that such proceeds exceed the
rentals called for hereunder, unless Landlord agrees to the contrary in writing,
and Tenant hereby assigns all rights it might have or ever acquire in any such
proceeds to Landlord.

         15. MECHANIC'S LIEN. Tenant covenants that it will not permit any
mechanic's lien or liens to be placed upon the Premises, the Building or the
Property. Nothing in this Lease shall be deemed or construed in any way as
constituting the consent or request of Landlord, express or implied, by
inference or otherwise, to any person for the performance of any labor or the
furnishings of any materials to the Premises, or any part thereof, nor as giving
Tenant any right, power, or authority to contract for or permit the rendering of
any services or the furnishing of any materials that would give rise to any
mechanic's or other liens against the Premises, the Building or the Property. In
the event any such lien is attached to the Premises, the Building or the
Property then, in addition to any other right or remedy of Landlord, Landlord
may, but shall not be obligated to, discharge the same. Any amount paid by
Landlord for any of the aforesaid purposes shall be paid by Tenant to Landlord
on demand as Additional Rent.

         16. PROPERTY INSURANCE. Landlord shall maintain fire and extended
coverage insurance on the Building in such amounts as Landlord shall determine.
Such insurance shall be maintained at the expense of Landlord (as a part of the
Basic Costs,) and payments for losses thereunder shall be made solely to
Landlord or the mortgagees of Landlord as their interest shall appear. Tenant
shall maintain at its expense, in an amount equal to full replacement cost, fire
and extended coverage insurance on all of its personal property, including
removable trade fixtures, located in the Premises, in such additional amounts as
are required to meet Tenant's obligations pursuant to the insurance and
indemnity provisions of this Lease. Tenant shall, at Landlord's request from
time to time, provide Landlord with current certificates of insurance evidencing
Tenant's compliance


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with the insurance provisions of this Lease. Tenant shall obtain the agreement
of Tenant's insurers to notify Landlord that all policies shall contain waiver
of subrogation clauses as to the other party. Tenant shall name Landlord as
additional insured under all insurance policies.

         17. LIABILITY INSURANCE. Tenant and Landlord shall, each at its own
expense, maintain a policy or policies of comprehensive general liability
insurance with regard to the respective activities of each in the Building, and
the Exterior Common Areas (or within the project if the Building is located in a
multi-building project) with the premiums thereto fully paid on or before due
date, issued by and binding upon some insurance company approved by Landlord,
such insurance to afford minimum protection of not less than $3,000,000.00
combined single limit coverage for death or bodily injury, and property damage.

         18. INDEMNITY. Landlord and Tenant shall not be liable to the other, or
to each other's agents, servants, employees, customers, or invitees for any
injury to person or damage to property caused by any act, omission, or neglect
of the other party, its agents, servants or employees, invitees, licensees or
any other person entering the Building under the invitation of the other party
or arising out of the use of the Property by the other party. Landlord and
Tenant hereby indemnify and agree to hold each other harmless from all liability
and claims for any such damage or injury including attorneys fees and costs.

         19. WAIVER OF SUBROGATION RIGHTS. Anything in this Lease to the
contrary notwithstanding, Landlord and Tenant each hereby waives any and all
rights of recovery, claim, action or cause of action, against the other, its
agents, officers, or employees, for any loss or damage that may occur to the
Premises, or any improvements thereto, or the Building of which the Premises are
a part, or any improvements thereto, or any personal property of such party
therein, by reason of fire, the elements, or any other cause(s) which are
insured against under the terms of the standard fire and extended coverage
insurance policies referred to herein, regardless of cause or origin, including
negligence of the other party hereto, its agents, officers, or employees.

         20. CASUALTY DAMAGE. If the Premises or any part thereof shall be
damaged by fire or other casualty, Tenant shall give prompt written notice
thereof to Landlord. In case the Building shall be so damaged that substantial
alteration or reconstruction of the Building shall in Landlord's sole opinion,
be required (whether or not the Premises shall have been damaged by such
casualty) or in the event any mortgagee of Landlord should require that the
insurance proceeds payable as a result of a casualty be applied to the payment
of the mortgage debt, or in the event of any material uninsured loss to the
Building, Landlord may, at its option, terminate this Lease by


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notifying Tenant in writing of such termination within FORTY-FIVE (45) DAYS
after the date of such damage.

         If Landlord does not thus elect to terminate this Lease, Landlord shall
commence and proceed with reasonable diligence to restore the Building to
substantially the same condition in which it was immediately prior to the
happening of the casualty, except that Landlord's obligation to restore shall
not exceed the scope of work required to be done by Landlord in originally
constructing the Building and installing shell improvements in the Premises, nor
shall Landlord be required to spend for such work an amount in excess of the
insurance proceeds actually received by Landlord as a result of the casualty.
When the Shell Improvements have been restored by Landlord, Tenant shall
complete the restoration of the Premises to Building Standard and the
restoration of Tenant's furniture and equipment. Landlord shall provide Tenant
with an allowance (hereinafter referred to as the "Reconstruction Allowance") to
pay for reconstruction of the Premises to Building Standard, such Reconstruction
Allowance to be in dollar amount equal to the actual original cost to Landlord
of providing the Allowance Items provided by Landlord. Except for reconstruction
of Shell Improvements by Landlord and the Reconstruction Allowance, all cost and
expense of reconstructing the Premises to Building Standard shall be borne by
Tenant.

         Landlord shall not be liable for any inconvenience or annoyance to
Tenant or injury to the business of Tenant resulting in any way from such damage
or the repair thereof, unless such losses or damages are the result of the
negligence or misconduct of Landlord, its agents, contractors, or employees.
Landlord shall allow Tenant a fair diminution of Rent [the calculation directly
related to the percentage usable following casualty event] during the time and
to the extent the Premises are unfit for occupancy. If the Premises or any other
portion of the Building be damaged by fire or other casualty resulting from the
fault or negligence of Tenant or any of Tenant's agents, employees, or invitees,
the Rent hereunder shall not be diminished during the repair of such damage and
Tenant shall be liable to Landlord for the cost of the repair and restoration of
the Building caused thereby to the extent such cost and expense is not covered
by insurance proceeds.

         21. CONDEMNATION. If the whole or substantially the whole of the
Building or the Premises should be taken for any public or quasi-public use, by
right of eminent domain or otherwise or should be sold in lieu of condemnation,
then this Lease shall terminate as of the date when physical possession of the
Building or the Premises is taken by the condemning authority. If less than the
whole or substantially the whole of the Building or the Premises is thus taken
or sold, Landlord (whether or not the Premises are affected thereby) may
terminate this Lease by giving written notice thereof to Tenant; in which event
this Lease shall terminate as of the date when physical possession of such
portion of the Building and the Premises is taken by the condemning authority.
If this


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Lease is not so terminated upon any such taking or sale, the Rent shall be
diminished by an equitable amount, and Landlord shall, to the extent Landlord
deems feasible, restore the Building and the Premises to substantially their
former condition, but such work shall not exceed the scope of the work done by
Landlord in originally constructing the Building and installing Building
Standard Improvements in the Premises, nor shall Landlord in any event be
required to spend for such work an amount in excess of the amount received by
Landlord as compensation for such damage. All amounts awarded upon a taking of
any part or all of the Building or the Premises shall belong to Landlord, and
Tenant shall not be entitled to and expressly waives all claims to any such
compensation.

         22. DAMAGES FROM CERTAIN CAUSES. Landlord shall not be liable to Tenant
for any loss or damage to any property or person occasioned by theft, fire, act
of God, public enemy, injunction, riot, strike, insurrection, war, casualty,
water damage of whatsoever nature, vandalism, court order, requisition, or order
of governmental body or authority or by any other cause beyond the control of
Landlord, nor shall Landlord be liable for any damage or inconvenience which may
arise through repair or alteration of any part of the Property unless such
losses or damages are the result of the negligence or misconduct of Landlord,
its agents, contractors, or employees.

         23. EVENTS OF DEFAULT/REMEDIES.

         (a) The following events shall be deemed to be events of default by
Tenant under this Lease: (i) Tenant shall fail to promptly pay any rent or other
sum of money due hereunder; (ii) Tenant shall fail to comply with any provisions
of this Lease or any other agreement between Landlord and Tenant including the
Work Letter all of which terms, provisions and covenants shall be deemed
material; (iii) the leasehold hereunder demised shall be taken on execution or
other process of law in any action against Tenant; (iv) Tenant shall fail to
promptly move into and take possession of the Premises when the Premises are
ready for occupancy, or shall cease to do business in or abandon any substantial
portion of the Premises; (v) Tenant shall become insolvent or unable to pay its
debts as they become due, or Tenant notifies Landlord that it anticipates either
condition; (vi) Tenant takes any action to, or notifies Landlord that Tenant
intends to file a petition under any section or chapter of the National
Bankruptcy Act, as amended, or under any similar law or statute of the United
States or any State thereof; or a petition will be filed or Tenant notifies
Landlord that it expects such a petition to be filed; or (vii) a receiver or
trustee shall be appointed for Tenant's leasehold interest in the Premises or
for all or a substantial part of the assets of Tenant. If Landlord shall not be
permitted to terminate this Lease as hereinabove provided because of the
provisions of Title II, of the United States Code relating to Bankruptcy as
amended ("Bankruptcy Code"), then Tenant or any trustee for Tenant agrees
promptly, within no more than fifteen (15) days upon


                                                Landlord_____        Tenant_____


                                       12

<PAGE>   13

request by Landlord to the Bankruptcy Court, to assume or reject this Lease and
Tenant agrees not to seek or request any extension or adjournment of any
application to assume or reject this Lease by Landlord with such Court. In such
event, Tenant or any trustee of Tenant may assume this Lease only if it (i)
cures or provides adequate assurance that the trustee will promptly cure any
default hereunder, and (ii) compensates or provides adequate assurance that
Tenant will promptly compensate Landlord for any actual pecuniary loss to
Landlord resulting from Tenant's default. In the event of a filing of a petition
under the Bankruptcy Code, Landlord shall have no obligation to provide Tenant
with heating, ventilating and air conditioning services, or utilities,
janitorial, maintenance or security services, if any, unless Tenant shall have
paid and be current in all payments of rents due hereunder.

         (b) Grace Period. Not withstanding anything hereinabove stated,
Landlord will not exercise any available right or seek any available remedies
because of any default of Tenant, unless Landlord shall have first given ten
(10) days written notice thereof to Tenant, and the Tenant shall have failed to
cure the default within such period; provided, however, that: (i) Landlord shall
not be required to give such notice more than two (2) times during any twelve
(12) month period; (ii) if the default consists of something other than the
failure to pay money which cannot reasonably be cured within ten (10) days,
Landlord will not exercise any right if the defaulting party begins to cure the
default within ten (10) days and continues actively and diligently in good faith
to completely cure said default.

         (c) Upon the occurrence of any event or events of default by Tenant,
whether enumerated in this Paragraph or not, Landlord shall have the option to
pursue any one or more of the following remedies without being deemed to have
made an election of remedies: (i) terminate this Lease in which Tenant shall
immediately surrender the Premises to Landlord; (ii) terminate Tenant's right to
occupy the Premises (without terminating this Lease); (iii) enter upon the
Premises and do whatever Tenant is obligated to do under the terms of this
Lease; and Tenants agrees to reimburse Landlord on demand for any expenses which
Landlord may incur in effecting compliance with Tenant's obligations under this
Lease including attorneys fees and cost, and Tenant further agrees that Landlord
shall not be liable for any damages resulting to the Tenant from such action;
and (iv) exercise all other remedies available to Landlord at law or in equity,
including, without limitation, injunctive relief of all varieties, and recovery
of attorneys fees and costs.

         In the event Landlord elects to re-enter or take possession of the
Premises after Tenant's default. Landlord may, without prejudice to any other
remedy which he may have for possession or arrearages in Rent, expel or remove
Tenant and any other person who may be occupying said Premises or any part
thereof. All Landlord's remedies shall


                                                Landlord_____        Tenant_____


                                       13

<PAGE>   14

be cumulative and not exclusive. Forbearance by Landlord to enforce one or more
of the remedies herein provided upon an event of default shall not be deemed or
construed to constitute a waiver of such default, or of any future defaults or
to limit Landlord's right to require strict compliance by Tenant with the
provisions of this Lease.

         (c) If this Lease is terminated by Landlord pursuant to the provisions
hereof, Tenant shall pay to Landlord as damages, the unamortized cost of all
work performed on the Premises by Landlord in preparing the Premises for
occupancy by Tenant and at the election of Landlord, either:

                  (1) a sum which represents the then excess, if any, of (i) the
aggregate amount of the rental due and reserved hereunder from the date of
Tenant's default to the expiration date of the fully stated term hereof over
(ii) the aggregate rental value of the Premises for the same period as reduced
by the estimated cost of reletting the Premises, including attorney's fees,
commissions, alterations and repair costs; or

                  (2) sums equal to the Rent which would have been payable by
Tenant had this Lease not been so terminated, or had Landlord not so re-entered
the Premises, payable upon the due dates therefor specified herein, provided,
however, that if Landlord shall relet the Premises during said period, Landlord
shall credit Tenant with the net rents received by Landlord from such reletting,
such net rents to be determined by first deducting from the gross rents as and
when received by Landlord from such reletting the expenses incurred or paid by
Landlord in terminating this Lease and/or in re-entering the Premises and in
securing possession thereof, as well as the expenses of reletting, including,
without limitation, altering and preparing the Premises for new tenants,
brokers' commissions, legal fees, and all other expenses properly chargeable
against the Premises and the rental therefrom, it being understood that any such
reletting may be for a period shorter or longer than the remaining term of this
Lease; but in no event shall Tenant be entitled to a credit for any net rents
from a reletting, except to the extent set forth hereinabove.

         Landlord shall not be liable in any way whatsoever for its failure or
refusal to relet the Premises or any part thereof, or if the Premises are relet,
for its failure to collect the rent under such reletting, and no such refusal or
failure to collect rent shall release or affect Tenant's liability for damages
or otherwise under this Lease.

         24. PEACEFUL ENJOYMENT AND RELOCATION. Tenant shall, and may peacefully
have, hold, and enjoy the Premises, subject to the other terms thereof, provided
that Tenant pays the Rent and other sums herein recited to be paid by Tenant and
performs all of Tenant's covenants and agreements herein contained. This
covenant and any and all other covenants of Landlord shall be binding upon
Landlord and its


                                                Landlord_____        Tenant_____


                                       14

<PAGE>   15

successors only with respect to breaches occurring during its or their
respective period of ownership of the Building. If the Premises comprise an area
less than 2,500 square feet, Landlord shall be entitled to cause Tenant to
relocate from the Premises to a space of approximately equal area (hereinafter
referred to as a "Relocating Space") within the Building (or within the project
if the Building is located in a multi-building project) at any time after
written notice of at least ninety (90) days is given to Tenant of Landlord's
election to so relocate Tenant. Any such relocation shall be entirely at the
expense of the Landlord or the third party replacing Tenant in the Premises.
Such relocation shall not terminate or otherwise affect or modify this Lease
except that from and after the date of such relocation, "Premises" shall refer
to the Relocation Space into which Tenant has moved, rather than the original
Premises as herein defined. Tenant shall surrender the original Premises as
required in the relocation notice and shall cooperate fully with Landlord with
respect to said relocation.

         25. SURRENDER OF PREMISES. Upon termination of this Lease for any
reason whatsoever, Tenant shall surrender the Premises and keys thereof to
Landlord in the same condition as at commencement of the term, normal wear and
tear only excepted. Should Tenant refuse or fail to surrender the Premises upon
the expiration of the lease term or earlier termination thereof, Tenant shall be
a tenant at sufferance and shall pay to Landlord on demand each month a sum
equal to double the Rent due hereunder during such holdover period; provided
that there shall be no renewal of this Lease by operation of law.

         If Tenant remains in possession after the expiration of the term hereof
with Landlord's acquiescence and without any distinct agreement of parties,
Tenant shall be a tenant at will, and there shall be a tenant at will, and there
shall be no renewal of this Lease, by operation of law. Notwithstanding any
notice provisions of applicable law to the contrary, such tenancy at will may be
terminated upon thirty (30) days notice from Landlord.

         26. SUBORDINATION, ESTOPPEL, ATTORNMENT. This Lease shall be subject
and subordinate to any mortgage, or other lien presently existing or hereafter
arising upon the Premises, or upon the Building, or the Exterior Common Areas,
and to any renewals, refinancing and extensions thereof. At the request of any
successor to the title or interests of Landlord, Tenant shall attorn to such
successor. The provisions of this paragraph shall be self operational with
respect to subordination and attornment, provided, however, that Tenant shall
upon demand execute such further instruments subordinating this lease or
attorning to any such successor as Landlord may request. The terms of this Lease
are subject to approval of Landlord's lender(s), and such approval is a
condition precedent to Landlord's obligations hereunder. In the event that
Tenant should fail to execute any subordination or other agreement required by
this Paragraph, promptly


                                                Landlord_____        Tenant_____


                                       15

<PAGE>   16

as requested, Tenant hereby irrevocably constitutes Landlord as its
attorney-in-fact to execute such instrument in Tenant's name, place and stead,
it being agreed that such power is one coupled with an interest. Tenant agrees
that it will from time to time upon request by Landlord execute and deliver to
such persons as Landlord shall request a statement certifying that this Lease is
unmodified and in full force and effect (or if there have been modification,
that the same is in full force and effect as so modified), stating the dates to
which Rent and other charges payable under this Lease have been paid, stating
that Landlord is not in default hereunder (or if Tenant alleges a default
stating the nature of such alleged default) and further stating such other
matters as Landlord shall reasonably require.

         27. NO IMPLIED WAIVER. The failure of either party to insist at any
time upon the strict performance of any covenant or agreement or to exercise any
option, right, power or remedy contained in this Lease shall not be construed as
a waiver or a relinquishment thereof for the future. No payment by Tenant or
receipt by Landlord of a lesser amount than the monthly installment of Rent due
under this Lease shall be deemed to be other than on account of the earliest
Rent due hereunder, nor shall any endorsement or statement on any check or any
letter accompanying any check or payment as Rent be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such Rent or pursue any other remedy
in this Lease provided.

         28. SECURITY DEPOSIT. INTENTIONALLY DELETED.

         29. NOTICE. Any notice in this Lease provided for must be in writing,
and may be given or be served either by depositing the same in the United States
mail, postpaid, and certified and addressed to the party to be notified, with
return receipt requested, or by actually delivering the same addressed to the
party to be notified at the address set forth in Paragraph 1 or at such other
address as may from time to time be designated by the addressee by notice given
in accordance herewith. Notice deposited in the mail as hereinabove described
shall be deemed given upon delivery, receipt or attachment to the door of the
main entrance to the Premises, as the case may be. In the event delivery by mail
cannot be made or is refused, the date of mailing shall be deemed to be the date
of notice.
         (a)   LANDLORD:            ALAN B. KAHN AND WINDSOR CITY PARTNERSHIP,
                                    TENANTS IN COMMON
                                    c/o Grubb & Ellis/The Furman Co.
               Address:             PO Box 2487
                                    Greenville, SC 29602

               With a copy to:      Alan B. Kahn
                                    Kahn Development
                                    PO Box 1608
                                    Columbia, SC 29202


                                                Landlord_____        Tenant_____


                                       16

<PAGE>   17

         (b) TENANT:              TRIVERGENT COMMUNICATIONS

             Address:             Before Lease Commencement Date:

                                  200 North Main Street, Suite 303
                                  Greenville, SC 29601
                                  ATTN: Hamilton E. Russell, III

                                  Following Lease Commencement Date:

                                  301 North Main Street, 5th Floor
                                  Greenville, SC 29601
                                  Hamilton E. Russell, III

         30. SEVERABILITY. 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 enforced to the fullest
extent permitted by law.

         31. GOVERNING LAW. This Lease and the rights and obligations of the
parties hereto shall be interpreted, construed, and enforced in accordance with
the laws of the State of South Carolina.

         32. FORCE MAJEURE. Whenever a period of time is herein prescribed for
the taking of any action by Landlord, Landlord shall not be liable or
responsible for, and there shall be excluded from the computation of such period
of time, any delays due to strikes, riots, fire, acts of God, shortages of labor
or materials, war, governmental laws, regulations or restrictions, or any other
cause whatsoever beyond the control of Landlord.

         33. TIME OF THE ESSENCE. Time is of the essence of this Lease.

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


                                                Landlord_____        Tenant_____


                                       17

<PAGE>   18

         35. COMMISSIONS. Landlord and Tenant hereby indemnify and hold each
other harmless against any loss, claim, expense or liability with respect to any
commissions or brokerage fees claimed on account of the execution and/or renewal
of this Lease due to any action of the indemnifying party. Landlord agrees to
pay Grubb & Ellis/The Furman Co., agent for Landlord, a commission equal to
three (3%) percent of the aggregate rental due for years 1-5, and two (2%)
percent of the aggregate rental due for years 6-10. Landlord also agrees to pay
Coldwell Banker Caine Real Estate, agent for Tenant, three (3%) percent of the
aggregate rental due for years 1-10.

         36. LIABILITY. Landlord shall have no personal liability with respect
to any of the provisions of this Lease, and if Landlord is in default with
respect to its obligations under this Lease, Tenant shall look solely to
Landlord's equity in the Building and Exterior Common Areas and/or, subject to
Paragraph 19, casualty, liability, and/or fire and extended coverage insurance
applicable to the building for satisfaction of Tenant's remedies subject to
Paragraph 19. In no event shall Landlord's liability exceed such equity.

         37. RECIPROCAL COVENANT ON NOTIFICATION OF ADA VIOLATIONS. Within ten
(10) days after receipt, Landlord and Tenant shall notify the other party in
writing, and provide the other with copies of (as applicable), any notices
alleging violations of the Americans With Disabilities Act of 1990 relating to
any portion of the Property or of the Premises; any claims made or threatened in
writing regarding non-compliance with the ADA and relating to any portion of the
Property or of the Premises; or any governmental or regulatory actions or
investigations instituted or threatened regarding non-compliance with the ADA
and relating to any portion of the Property or the Premises.

         38. LANDLORD CONTROLS SELECTION. Landlord has advised Tenant that
presently Duke Energy Co. ("Electric Service Provider") is the utility company
selected by Landlord to provide electric service for the premises. Not
withstanding the foregoing, if permitted by Law, Landlord shall have the right
at any time and from time to time during the lease term to either contract for
service from a different company or companies providing electric service (each
such company shall hereafter be referred to as "Alternate Service Provider") or
continue to contract for services from the Electric Service Provider.

         39. TENANT SHALL GIVE LANDLORD ACCESS. Tenant shall cooperate with
Landlord, the Electric Service Provider, and any Alternate Service Provider at
all times and, as reasonably necessary, shall allow Landlord, Electric Service
Provider, and any Alternate Service Provider reasonable access to the premises,
electric lines, feeders, risers, wiring and any other machinery within the
premises.


                                                Landlord_____        Tenant_____


                                       18

<PAGE>   19

         40. LANDLORD NOT RESPONSIBLE FOR INTERRUPTION OF SERVICE. Landlord
shall in no way be liable or responsible for any loss, damage or expense the
Tenant may sustain or incur by reason of any change, failure, interruption,
disruption, or defect in the supply or character of the electric energy
furnished to the premises, or if the quantity or character of the electric
energy supplied by the Electric Service Provider or any Alternate Service
Provider is no longer available or suitable for Tenant's requirements, and no
such change, failure, defect, unavailability, or unsuitability shall constitute
an actual or constructive eviction, in whole or in part, or entitle Tenant to
any abatement or diminution of rent, or relieve Tenant from any of its
obligations under the Lease, unless such losses, damages, or expense are the
result of the negligence or misconduct of Landlord, its agents, contractors, or
employees.

         41. SPECIAL STIPULATIONS. In the event that the following conflicts
with the foregoing provisions of this Lease, the following shall control:

         a)       Right of First Refusal - Subject to existing leases, and
                  provided Tenant is not in default under any of the terms and
                  conditions of this Lease, Tenant shall have a Right of First
                  Refusal on the 8th and 10th floors of the Building. If
                  Landlord receives a bonafide offer to lease space on either
                  floor, Landlord will notify Tenant of the terms and conditions
                  of the offer, as provided in Paragraph 29 of this Lease, and
                  Tenant shall have TEN (10) DAYS from receipt of said notice to
                  either accept Landlord's offer or reject it. If Tenant rejects
                  Landlord's offer, then Landlord is free to lease to the
                  bonafide prospect. If Landlord does not lease to the bonafide
                  prospect, then Tenant's Right of First Refusal shall remain.

         b)       Tenant Occupancy - Landlord shall have one hundred (100) days
                  from permitting to build out the Premises according to the
                  plans and specifications shown on Exhibit "B" and attached
                  hereto.

         c)       Parking - During the entire term of this Lease and following
                  an audit conducted at expense of Landlord, Landlord shall
                  provide Tenant with 300 parking spaces free of charge in the
                  following manner: 100 spaces or more in The Landmark Building
                  and 200 spaces or less in the Hyatt Garage. Prior to the
                  Bellsouth Garage being completed and ready for occupancy,
                  Landlord shall provide Tenant up to 80 % of the total spaces
                  available in The Landmark Building Garage until needed by
                  Landlord to lease to other new tenants. All of the spaces that
                  Landlord takes back will be relocated to the Hyatt Garage,
                  subject to availability, or in the alternative to the Mall 200
                  Garage. Landlord also agrees to provide Tenant 100 additional
                  spaces in parking lots controlled by Landlord at Tenant's
                  expense.


                                                Landlord_____        Tenant_____


                                       19

<PAGE>   20

         d)       Generator - Landlord shall provide Tenant secure space in the
                  old gas station behind the Building to locate its' generator,
                  said generator to be the sole expense of Tenant.

         e)       Elevators - Landlord agrees to restrict access to the two (2)
                  elevators on the fifth floor for Tenant's use only.

         f)       Signage - Landlord and Tenant acknowledge that BB& T Bank has
                  exclusive signage rights on the Building, and that Landlord
                  will work diligently to seek the bank's approval for Tenant's
                  desired building signage. All signage desired by Tenant shall
                  be at Tenant's sole cost and expense. Landlord needs to use
                  best efforts to secure 1a, 1b (both locations) and 2 (the
                  monument sign in the plaza as outlined on EXHIBIT C; if no
                  approval for 1 b and 2 (monument sign) within SEVEN (7)
                  BUSINESS DAYS of execution of this Lease Agreement then Tenant
                  has the right to rescind this Lease and declare this Lease
                  null and void at Tenant's option without liability whatsoever,
                  by giving Landlord written notice within nine (9) business
                  days of the execution of this Lease Agreement.

         g)       Cancellation.-- Tenant entered into a Lease Agreement dated
                  August 19, 1999 with Greenville American Limited Partnership
                  ("GALP"), as Landlord, with respect to certain premises
                  located in The American Federal Building located at 300 East
                  McBee Avenue, Greenville, South Carolina (the "Greenville
                  American Lease"). On December 13, 1999, Tenant delivered a
                  letter to GALP terminating the Greenville American Lease.
                  However, after said letter was delivered, Tenant's attorney
                  was informed that GALP filed a Chapter 11 bankruptcy petition
                  on December 10, 1999, and GALP's attorney asserted that the
                  automatic stay of the bankruptcy court bars Tenant's
                  Termination of the Greenville American Lease. If Tenant's
                  Lease termination was not valid or in the event a bankruptcy
                  court having jurisdiction over this matter does not approve
                  Tenant's request authorizing the termination of the Greenville
                  American Lease, Tenant shall have the right to terminate this
                  Lease by sending Landlord notice that Tenant was unable to
                  terminate the Greenville American Lease. Landlord's 100 days
                  to complete the construction, as described in Paragraph 1(g)
                  and 41(b), shall not begin until Tenant waives this right to
                  terminate. Should Tenant not obtain resolution of its' former
                  lease in its sole satisfaction on or before March 1, 2000,
                  then this Lease shall terminate and neither party shall have
                  any claim against the other.

         h)       Counterparts.-- This Lease shall be legally binding with
                  signatures in counterpart.


                                                Landlord_____        Tenant_____


                                       20


<PAGE>   21

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease the date and
year first above written.

WITNESS:                            LANDLORD: Alan B. Kahn and
                                    Windsor City Partnership, Tenants in Common

_______________________             By: ______________________________

                                    Title: ___________________________



WITNESS:                            TENANT: TriVergent Communications, Inc.

_______________________             By: ______________________________

                                    Title: ___________________________






                                       21







<PAGE>   22

                              RULES AND REGULATIONS

1. No sign, picture, advertisement, or notice shall be displayed by Tenant on
any part of the Premises or the Building unless the same is first approved by
Landlord. Any such sign, picture, advertisement, or notice approved by Landlord
shall be painted or installed for Tenant by Landlord at Tenant's expense. No
awnings, curtains, blinds, shades, or screens shall be attached to or hung in,
or used in connection with, any window or door of the Premises without the prior
written consent of the Landlord, including approval by the Landlord of the
quality, design, color, and manner attached.

2. Tenant shall not do or permit to be done in or about the Premises or the
Building any act which obstructs or interferes with the rights of other tenants
of Landlord, or annoys them in any way, including, but not limited to, making
loud or unseemly noises. Tenant shall not use the Premises for sleeping,
lodging, at any time except with Landlord's written permission. Tenant may use
for its own employees within its Premises a conventional coffee-maker,
microwave, and dishwasher and other traditional kitchen appliances, but Tenant
shall be responsible for shutting off the forementioned kitchen appliances at
the close of each business day.

3. No vending machines of any kind will be installed, permitted or used by
Tenant on any part of the Premises without Landlord's written permission. No
part of the Building shall be used for gambling, immoral, or unlawful purposes.
No intoxicating beverage shall be sold or consumed in the Building without the
prior written consent of Landlord. No area outside of the Premises shall be used
by Tenant for storage purposes at any time. No bicycles, vehicles, or animals of
any kind shall be brought into the Building by Tenant or kept in or about the
Premises.

4. The sidewalks, entrances, passages, corridors, halls, elevators, and
stairways shall not be obstructed by Tenant or used for any purpose other than
those for which same were intended as ingress and egress. No window shall be
covered or obstructed by Tenant. Toilets, wash basins, and sinks shall not be
used for any purposes other than those for which they were constructed, and no
sweeping, rubbish, coffee grounds, or other obstructing substances shall be
thrown therein.

5. No additional lock, latch, or bolt of any kind shall be placed upon any door
or any changes be made in existing locks or mechanism thereof by Tenant without
the consent of Landlord, and such consent of Landlord shall be requested by
Tenant in writing. Upon commencement of this Lease, Landlord shall provide, at
no expense to Tenant, two entrance door keys for the demised Premises. The cost
of providing additional keys to Tenant shall be borne by Tenant. At the
termination of this Lease, Tenant shall return to Landlord all keys furnished to
Tenant by Landlord and those keys otherwise procured by Tenant.


                                                Landlord_____        Tenant_____


                                       22

<PAGE>   23

6. Tenant shall not cause or permit any unusual or objectionable odors to be
produced upon or issue from the Premises, and no flammable, combustible or
explosive fluid, chemical or substance shall be brought into the Building by
Tenant.

7. Tenant shall be responsible for locking all entrance doors to the Premises
upon the conclusion of the business day.

8. No safes, major furniture, large boxes or parcels, or other kind of freight
shall be taken to or from the Premises by Tenant or allowed in any elevator,
hall, or corridor at any time except by permission of, and at times allowed by,
Landlord. The persons employed to move Tenant's articles must be approved by
Landlord.

9. The Building shall be open to Tenant, its employees, and business visitors
during such business hours as are deemed standard by Landlord from time to time.
At all other times every person, including Tenant, its employees and visitors
entering and leaving the Building may be questioned by a watchman as to that
person's business therein, and may be required to sign such persons name on a
form provided by Landlord for registering such person.

10. Tenant shall not employ any person other than Landlord's contractor or
employees for the purpose of cleaning and taking care of the Premises.

11. All decorations of the Premises, including design, color selection, and
finish work of the Premises which is visible from any corridor, elevator or
other such Common Area, shall be made only with specific written approval from
Landlord, and in the absence of such approval Landlord may require Tenant to
remove undesirable decoration and restore the Premises to its former condition.

12. Landlord will provide one listing in the Building Directory to Tenant at
Landlord's expense. Other listings and signs must be first approved by Landlord
and obtained at Tenant's expense.

13. The driveways and loading zones must be kept free of parked automobiles.
Cars must be parked in designated areas only. When parking is under the
jurisdiction of a governmental authority, the rules and regulations of that
authority shall be observed.

14. The Landlord reserves the right at any time to rescind any one or more of
these rules and regulations, or to make such other and further reasonable rules
and regulations as in the Landlord's judgment may from time to time be necessary
for the safety, care and cleanliness of the Premises, and for the preservation
of order herein.


                                                Landlord_____        Tenant_____


                                       23