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                                                                 EXHIBIT 10.6(a)











                                 LEASE AGREEMENT

                                     BETWEEN

                            P & T PROPERTIES, L.L.C.
                                     LESSOR

                                       AND

                        DIRECT SALES INTERNATIONAL, L.P.
                                     LESSEE

                               FOR OFFICE SPACE AT

                                 HERITAGE PLAZA
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STATE OF:     Georgia

COUNTY OF:    Cobb

    THIS LEASE AGREEMENT, dated this                     day of
                         , 19    , by and between P & T Properties, L.L.C.
whose address for purposes hereof is Suite 106, 2550 Heritage Court, N.W.
Atlanta, Georgia 30339 (hereinafter called "Lessor"), and  Direct Sales
International, L.P. whose address for purposes hereof is Suite 106, 2550
Heritage Court, N.W. Atlanta, Georgia 30339 (hereinafter called "Lessee"):


                                   WITNESSETH:

                                    PREMISES

DESCRIPTION OF
PREMISES                1.   Subject to and upon the terms, provisions and
                        conditions herein set forth, Lessor does hereby lease,
                        demise, and rent to the Lessee and the Lessee does
                        hereby lease, demise and rent from the Lessor the
                        following described space in


                        located in LL 879, 17th District, 2nd Section of Cobb
                        County, Georgia as shown in Exhibit B attached hereto
                        and as further described below:

                        19,564 square feet of office space located on the first
                        floor of the above described office building.



ACCEPTANCE OF
PREMISES                2.   Lessor or Lessor's agents have made no
                        representations or promises with respect to the said
                        building, leased premises, or this Agreement except as
                        herein expressly set forth. The taking possession of the
                        leased premises by Lessee shall be conclusive evidence,
                        as against Lessee, that Lessee accepts same "as is" and
                        that said premises and the building of which the same
                        form a part are suited for the use intended by Lessee
                        and were in good and satisfactory condition at the time
                        such possession was so taken.

                                      TERM

TERM                    3.   Subject to and upon the conditions set forth
                        herein, or in any exhibit or addendum hereto, this Lease
                        shall continue in force for a term of approx. five (5)
                        years, beginning, at midnight, on the 30th day of
                        September, 1996, and ending, at midnight, on the
                        day of September 30, 2001, unless sooner
                        terminated as herein provided.

COMMENCEMENT            4.   The date on which possession of the leased premises
                        is taken by Lessee will establish the commence of rent
                        on this Lease if possession is taken before the  15th
                        day of October, 1996. If for any reason Lessor fails to
                        deliver the leased premises ready for occupancy on the
                        above date, this Lease shall remain in full force and
                        effect and Lessor shall have no liability to Lessee due
                        to delay in occupancy and rental shall commence when
                        said premises are ready for occupancy. If a delay in
                        having premises ready for occupancy is occasioned by
                        Lessee, or leased premises are ready for occupancy on
                        the above date but Lessee does not take occupancy,
                        rental in either case will commence as of the above
                        date.

SURRENDER OF PREMISES   5.   Upon the expiration or other termination of this
                        Lease, Lessee shall quit and surrender to Lessor the
                        premises, broom clean, in the same condition as at the
                        commencement of the term, natural wear and tear only
                        excepted, and Lessee shall remove all of its property.
                        Lessee's obligation to observe or perform this covenant
                        shall survive the expiration or other termination of
                        this Lease. If the last day of the term of this Lease or
                        any renewal thereof falls on Sunday, this Lessee shall
                        expire on the business day immediately preceding.
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                                      RENT

MONTHLY RENT            6.   As consideration for this Lease and the services to
                        be provided herein by Lessor, Lessee shall pay to Lessor
                        at its offices as stated above or at such other place as
                        Lessor shall designate in writing to Lessee, promptly on
                        the first day of each month, in advance, during the term
                        of this Lease, a monthly base rental of  Twenty-two
                        Thousand, Eight Hundred twenty-four & 67/100
                        Dollars ($22,824.67) (the "Base Rental"), except as
                        otherwise provided herein.

ESCALATION OF BASE
RENTAL                  7.   Lessor and Lessee agree that the amount of the Base
                        Rental payable under this Lease shall be increased
                        during the term of this Lease in the manner hereinafter
                        provided as soon as practicable after January 1 of each
                        year during the term of this Lease (such dates being
                        hereinafter collectively called "Adjustment Dates") to
                        reflect any increase in the costs of goods and services
                        necessary to the operation and maintenance of the
                        building in which the leased premises is located. On the
                        first Adjustment Date (as soon as practicable after
                        January 1, 1997), Lessor shall provide Lessee a copy of
                        the Consumer Price Index for All Urban Consumers, U.S.
                        City Average for All Items (1967=100) published by the
                        Bureau of Labor Statistics of the U.S. Department of
                        Labor (hereinafter referred to as the "Index") for the
                        month of December, 1995, and for the month of December,
                        1996 If the Index for the Month of December, 1996, is
                        greater than the Index for December, 1995, Lessee shall
                        also receive a notice from Lessor showing the amount of
                        the monthly Base Rental for the calendar year 1997. Said
                        monthly Base Rental for 1997 shall be computed by
                        multiplying the monthly Base Rental by a fraction, the
                        denominator of which shall be the Index for December,
                        1995 and the numerator of which shall be the Index for
                        December, 1996. On each subsequent Adjustment Date
                        during the term of this Lease, Lessee shall receive the
                        Index for the month of December of the immediately
                        preceding calendar year (the "Current Index") and the
                        Index for the month of December of this calendar year
                        one year prior to the immediately preceding calendar
                        year ("Last Year's Index"). If the Current Index is
                        greater than Last Year's Index, the Monthly Base Rental
                        then in effect shall be increased for the current
                        calendar year and succeeding years, retroactively to
                        January 1, of such current calendar year, to an amount
                        computed by multiplying the then Base Rental (inclusive
                        of any prior adjustment) by a fraction, the denominator
                        of which shall be the Last Year's Index and the
                        numerator of which shall be the Current Index. In no
                        event shall the Base Rental, as increased in accordance
                        herewith, be decreased or adjusted downwards. If the
                        Index shall no longer be published or cannot, following
                        any change in the base year thereof, be appropriately
                        adjusted, then another Index recognized as authoritative
                        shall be substituted therefor by Lessor. Within ten (10)
                        days after each Adjustment Date or as soon as practical
                        Lessor shall provide new rental amount to Lessee. Lessee
                        shall make immediate payment to Lessor of such amount
                        being the increase in Base Rental and continue paying
                        the new monthly rental until the next adjustment period.

ADDITIONAL RENTAL       8.   All payments, other than those previously specified
                        above, as required in this Lease by Lessee to Lessor
                        shall be deemed to be and shall become additional rent
                        hereunder, whether or not the same shall be designated
                        as such, and shall be due and payable along with usual
                        rental payments subject to the same conditions and
                        remedies as exist for said rental payments.

SECURITY DEPOSIT        9.   Prior to occupancy, Lessee will pay to Lessor as a
                        security deposit, the amount of None Dollars ($-0-)
                        Such deposit is refundable to Lessee within 30 days
                        following satisfactory completion of all the terms of
                        this Lease and provided that no defective conditions,
                        other than normal wear and tear, are left unrepaired by
                        Lessee and that Lessee does not owe Lessor any debts.
                        Any portion of said deposit not required to reimburse
                        Lessor for Lessor's expense in repairing defective
                        conditions caused by Lessee or for paying amounts owed
                        by Lessee to Lessor, shall be refunded to the Lessee as
                        provided above.

LATE CHARGES            10.  Any rental due Lessor under this Lease shall be
                        considered past due for purposes hereof on the fifth day
                        of any month, and shall incur a monthly service charge
                        of 1-1/2% per month for that and each subsequent month
                        past due. Any other amounts payable to Lessor under this
                        Lease, with the exception of rent, shall be considered
                        past due 30 days from Lessor's billing date and shall
                        incur a monthly service charge of 1-1/2% for that and
                        each subsequent month past due. (A monthly rate of
                        1-1/2% is equivalent to an annual percentage rate of
                        18%.)
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                                   ALTERATIONS

LESSEE'S ALTERATIONS    11.  Lessee hereby agrees that prior to the commencement
                        of alterations to premises by a contractor other than
                        Lessor's, Lessor shall approve in writing said
                        alterations to be made and said contractor hired to
                        perform said alterations. Any alterations so made shall
                        be of a quality equal to or exceeding building standard.
                        Lessor hereby reserves the right to require said
                        contractor to provide lien waivers and liability
                        insurance covering said alterations to be performed and
                        such other instruments as may be necessary to protect
                        Lessor in such instances. Upon termination of the Lease,
                        all erections, additions, alterations, fixtures and
                        improvements, whether temporary or permanent in
                        character (excepting Lessee's moveable trade fixtures
                        and office furniture removed in compliance with
                        Paragraph 20 of the Lease) made in or upon the leased
                        premises, either by the Lessee or the Lessor, shall be
                        the Lessor's property and shall remain upon said
                        premises without any compensation to Lessee.

                               PROVIDED BY LESSOR

SERVICES OF LESSOR      12.  The Lessor hereby covenants that it will, without
                        charge, at the proper season, during reasonable hours
                        (8:00 A.M. to 6:00 P.M., Mondays through Fridays and
                        Saturdays from 8:00 A.M. to 1:00 P.M.) furnish electric
                        current, air conditioning and heat in its judgment
                        sufficient to reasonably cool or heat the premises,
                        cessation caused by strike, accident or reasonable
                        necessity excepted. Lessor will also cause the leased
                        premises (except where the same consist of retail space)
                        to be cleaned and generally cared for by its janitor in
                        accordance with the standards of the building, cessation
                        caused by strike, accident or reasonable necessity
                        excepted. Lessor will also pay the water rate for water
                        reasonably used on the leased premises. It will also
                        furnish electric current to the leased premises for
                        lighting and business machine purposes only, such as
                        electric typewriters, adding and small calculating
                        machines. Electric current and installation for
                        electronic data processing type equipment shall be at
                        the cost of the Lessee. In no event shall the Lessor be
                        liable for damages from the stopping of service or for
                        any of the fixtures or equipment in said building being
                        out of repair, or for injury to persons or property
                        caused by any defects in the heating, electric, air
                        conditioning equipment or water apparatus, or for any
                        damages arising out of the failure to furnish said
                        heating or air conditioning, water, janitor service or
                        electric current. Lessor shall provide a reasonable
                        amount of parking area, without charge, for Lessee's
                        employees and visitors in areas, as are designated by
                        Lessor from time to time, in the vicinity of the
                        building in which the leased premises are situated. In
                        the event the Lessee utilizes the services provided by
                        Lessor as specified in this Paragraph in amounts or for
                        periods in excess of that provided herein, or in the
                        event the Lessee utilizes electric current or other
                        utilities in excess of the amount which would be
                        typically utilized by a normal business office use of
                        the leased premises, then the Lessor shall have the
                        right to charge Lessee as additional rent a reasonable
                        sum as reimbursement for the direct cost of such
                        additional use or services. In the event of a
                        disagreement at the reasonableness of the amount of such
                        additional rent, the opinion of a qualified local
                        independent professional engineer selected by Lessor
                        shall be binding upon Lessor and Lessee.

REPAIRS BY LESSOR       13.  Lessor shall have no duty to Lessee to make any
                        repairs or improvements to the leased premises except
                        structural repairs necessary for safety and
                        tenantability, and then only if not brought about by any
                        act or neglect of Lessee, its agents, employees or
                        visitors. The Lessor shall not be liable to the Lessee
                        for any damage caused to the Lessee and its property due
                        to the building or any part or appurtenances thereof
                        being improperly constructed or being or becoming out of
                        repair, or arising from the leaking of gas, water, sewer
                        or steam pipes, or from electricity. Lessee agrees to
                        report immediately in writing to Lessor any defective
                        condition in or about the leased premises known to
                        Lessee, and a failure to so report shall make Lessee
                        liable to Lessor for any expense or damage to any
                        property, at any time, in said leased premises or
                        building, from gas, smoke, water, rain, ice, or snow,
                        which may leak into, issue or form from any part of said
                        building of which the premises hereby leased are part,
                        or from the pipes of plumbing work of the same, or from
                        any other place or quarter.
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                       REGARDING LESSEE'S USE OF PREMISES

USE OF PREMISES         14.  The premises shall be used and occupied by Lessee
                        solely for the purpose of office space, unless other
                        uses are specifically stated and authorized herein. The
                        premises shall not be used for any illegal purpose nor
                        in violation of any valid regulation of any governmental
                        body, not in any manner to create any nuisance or
                        trespass.

QUIET ENJOYMENT         15.  If Lessee shall pay the rent reserved herein and
                        other amounts to be paid by Lessee to Lessor, and well
                        and faithfully keep, perform and observe all of the
                        covenants, agreements and conditions herein stipulated
                        to be kept, performed and observed by Lessee, Lessee
                        shall at all times during the term of this Lease have
                        the peaceable and quiet enjoyment of said premises
                        without hindrance of Lessor or any person lawfully
                        claiming under Lessor, subject, however, to the terms of
                        this Lease and any mortgage provided for in Paragraph
                        30.

ASSIGNMENT AND
SUBLETTING              16.  Lessee may not, without the prior written consent
                        of Lessor and after first offering to return the
                        premises to Lessor, assign this Lease or any interest
                        thereunder, or sublet the premises or any part thereof,
                        or permit the use of the premises by any party other
                        than the Lessee. Consent to one assignment or sub-lease
                        shall not destroy or waive this provision and all later
                        assignments and sub-leases shall likewise be made only
                        upon the prior written consent of the Lessor.
                        Sub-tenants or Assignees shall become liable to the
                        Lessor for all obligations of the Lessee hereunder,
                        without relieving the Lessee's liability hereunder. No
                        assignment or subletting shall apply or be permitted
                        other than during the initial term of this Lease.
                        Options or extensions, if any, are available exclusively
                        to Lessee.

REPAIRS BY LESSEE       17.  Lessee shall, at its own expense, keep and maintain
                        the said premises and appurtenances and every part
                        thereof in good order and repair except portions of the
                        premises to be repaired by Lessor as provided herein.
                        The Lessee shall make no alterations in, or additions to
                        the premises without first obtaining in writing the
                        Lessor's written consent for such alterations or
                        additions, which shall be at the sole cost of the
                        Lessee. Any such alterations, additions or improvements
                        which shall be made by either Lessor or Lessee and
                        attached to the premises, including carpet, shall be the
                        property of Lessor and shall remain upon and be
                        surrendered with the premises as a part thereof at the
                        termination of this Lease, without disturbance,
                        molestation, or injury.

PROPERTY OF LESSEE      18.  Lessee may (if not in default hereunder) prior to
                        the expiration of this Lease, or any extension thereof,
                        remove all moveable trade fixtures and office furniture
                        which it has placed in the leased premises, provided
                        Lessee repairs all damages to the leased premises caused
                        by such removal; provided, however, that the Lessor
                        shall have at all times a valid first lien for all
                        rentals and other sums of money to become due hereunder
                        from the Lessee and to secure the performance by the
                        Lessee of each and all of the covenants, agreements and
                        conditions hereof, upon all of the personal property of
                        the said Lessee situated in the leased premises, and
                        said property shall not be removed therefrom without the
                        consent of the Lessor until all arrearages in rent as
                        well as any and all other sums of money to become due
                        hereunder shall first have been paid and discharged and
                        until this Lease and all of the covenants, agreements
                        and conditions hereof have been fully performed by
                        Lessee, provided further that the lien herein granted
                        may be foreclosed in the manner and form provided by law
                        for the foreclosure of chattel mortgages or in any other
                        manner provided by law. The statutory lien for rent is
                        not waived, the express contractual lien herein granted
                        being in addition and supplementary thereto. If the
                        Lessee shall fail to remove all effects from said leased
                        premises upon termination of this Lease for any cause
                        whatsoever, Lessor may at its option remove the same in
                        any manner that the Lessor shall choose, store said
                        effects without liability to the Lessee for loss
                        thereof, and the Lessee agrees to pay the Lessor on
                        demand any and all expenses incurred in such removal,
                        including court costs and attorney fees and storage
                        charges on such effects for any length of time the same
                        shall be in the Lessor's possession, or the Lessor may
                        at its option without notice sell said effects or any
                        part of the same at the private sale and without legal
                        process for such price as the Lessor may obtain, and
                        apply the proceeds of such sale upon any amounts due
                        under this Lease from the Lessee to the Lessor and upon
                        the expense incident to the removal and sale of said
                        effects.
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DAMAGE OR THEFT OF
PERSONAL PROPERTY       19. Lessee agrees that all personal property brought
                        into the premises shall be at the risk of the Lessee
                        only and that the Lessor shall not be liable for theft
                        thereof or any damage thereto occasioned from any acts
                        of co-tenants, or other occupants of said building or
                        any other person.

GENERAL LIABILITY
OF LESSEE               20. The Lessee agrees to indemnify and hold the Lessor
                        harmless from any injury, expense, damages or claims,
                        whether due to damage to the premises, claims for
                        injuries to the person or property of any other tenant
                        of the building or of any other person rightfully in or
                        about said building for any purpose whatsoever, or
                        administrative or criminal action by a governmental
                        authority, where such injury, expense, damages or claims
                        result either directly or indirectly from the
                        negligence, misconduct or breach of any provision of
                        this Lease by the Lessee, his agent, servants, or
                        employees, or of any other persons entering upon the
                        leased premises under express or implied invitation of
                        the Lessee. The Lessee further agrees to reimburse the
                        Lessor for any costs or expenses, including attorney's
                        fees, which the Lessor may incur in investigating,
                        handling or litigating any such claim by a third person
                        or any action by a governmental authority.

ABANDONMENT OF
PREMISES                21. Lessee agrees not to abandon or vacate the leased
                        premises during the period of this Lease without the
                        prior written approval of Lessor.

RE-LETTING BY LESSOR    22,  Lessor, as Lessee's agent, without terminating this
                        Lease, upon Lessee's breaching this contract, inclusive
                        of abandonment, may at Lessor's option enter upon and
                        rent the leased premises at the best price obtainable by
                        reasonable effort, without advertisement and by private
                        negotiations and for any term Lessor deems proper.
                        Lessee shall be liable to Lessor for the deficiency, if
                        any, between Lessee's rent hereunder and the price
                        obtained by Lessor on re-letting.

HOLDING OVER            23.  In the event of holding over by Lessee subsequent
                        to the expiration or other termination of this Lease and
                        without regard to Lessor's acquiescence or consent,
                        Lessee shall pay as liquidated damages a monthly rent
                        double the monthly rent payable immediately prior to
                        such expiration or termination of this Lease for the
                        duration of such period. Additionally, during such
                        holding over with Lessor's acquiescence and without any
                        express agreement of the parties, the Lessee shall be a
                        tenant on a month-to-month basis which tenancy shall be
                        terminated absolutely and without remedy upon thirty
                        (30) days written notice of such intent by either party.
                        There shall be no renewal of this Lease by operation of
                        law.

GOVERNMENTAL
REQUIREMENTS            24.  Lessee agrees, at its own expense, to promptly
                        comply with all requirements of any legally constituted
                        public authority made necessary by reason of Lessee's
                        occupancy of said premises.

EMINENT DOMAIN          25.  If the whole of the leased premises or such portion
                        thereof as will make the premises unusable for the
                        purposes herein leased, be condemned by any legally
                        constituted authority for any public use or purpose,
                        then in either of said events the term hereby granted
                        shall cease from the time when possession thereof is
                        taken by public authorities, and rental shall be
                        accounted for as between Lessor and Lessee as of that
                        date. Any lesser condemnation shall in no way affect the
                        respective rights and obligations of Lessor and Lessee
                        hereunder. It is expressly agreed that the Lessee shall
                        not have any right or claim to any part of any award
                        made to or received by the Lessor for such taking.

DESTRUCTION OF
DAMAGED PREMISES        26.  If the premises are totally destroyed (or so
                        substantially damaged as to be untenantable) by storm,
                        fire, earthquake, or other casualty, this Lease shall
                        terminate as of the date of such destruction or damage,
                        and rental shall be accounted for as between Lessor and
                        Lessee as of that date. If the premises are damaged but
                        not rendered wholly untenantable by any such casualty or
                        casualties, rental shall abate in such proportion as the
                        use of the premises has been destroyed until the Lessor
                        has restored the premises to substantially the same
                        condition as before damage, whereupon full rental shall
                        recommence. Nothing contained herein shall require
                        Lessor to make such restoration, however, if not deemed
                        advisable in its judgment. Lessor shall make its
                        intentions to restore or not to restore said premises to
                        original condition known to Lessee in writing, within 90
                        days of such occurrence. If Lessor decides against such
                        reconstruction or fails to provide such notice, Lessee
                        may, at its option, cancel this Lease, in which event
                        rent shall be apportioned and paid up to and including
                        the date the leased premises became untenantable if
                        terminated by Lessor, but up to and including the date
                        of termination if terminated by Lessee. If any such
                        repairs, alterations, removal, construction,
                        reconstruction or improvement shall be required by
                        reason of Lessee's use or occupancy of the leased
                        premises, then such action shall be by and at Lessee's
                        expense, and there shall be no termination under said
                        conditions. If renovation be required of the Lessor due
                        to government order or authority not occasioned by
                        Lessee's tenancy, the above
<PAGE>   7
                        provisions shall apply except that Lessor shall have
                        ninety (90) days to comply with same.

CASUALTY INSURANCE      27.  Lessor shall at all times during the term of this
                        Lease, at its expense, maintain a policy or policies
                        insuring said building against loss or damage by fire,
                        explosion, or other hazards and contingencies provided
                        that Lessor shall not be obligated to insure any
                        furniture, equipment, machinery, goods or supplies not
                        covered by this Lease which Lessee may bring or obtain
                        upon the leased premises, or any additional improvements
                        which Lessee may construct thereon. If the annual
                        premiums payable by Lessor for such casualty insurance
                        exceed the standard premium rates due to actions or
                        additional hazards created as a result of Lessee's
                        occupancy. Lessee shall upon receipt of appropriate
                        premium invoices reimburse Lessor for such increase in
                        premiums.

RENOVATION BY LESSOR    28.  If Lessor shall deem it necessary to effect
                        renovations or redecorations of the building in which
                        the leased premises are located, such action shall be
                        made at Lessor's expense and shall not in any way affect
                        Lessee's obligations under this Lease, and Lessee waives
                        all claim for injury, damage or abatement of rent
                        because of such repair, alteration, removal,
                        construction, reconstruction or improvement, provided,
                        however, if such action by Lessor shall render the
                        leased premises untenantable and if Lessor cannot
                        complete such acts within sixty (60) days, either Lessor
                        or Lessee may terminate this Lease, in which event rent
                        shall be apportioned and paid up to and including the
                        date the leased premises became untenantable if
                        terminated by Lessor, but up to and including the date
                        of termination if terminated by Lessee. If any such
                        repairs, alterations, removal, construction,
                        reconstruction or improvement shall be required by
                        reason of Lessee's use or occupancy of the leased
                        premises, then such action shall be by and at Lessee's
                        expense, and there shall be no termination under said
                        conditions. If renovation be required of the Lessor due
                        to governmental order or authority not occasioned by
                        Lessee's tenancy, the above provisions shall apply
                        except that Lessor shall have ninety (90) days to comply
                        with same.

ENTRY BY LESSOR         29.  Lessor may enter the premises at reasonable hours
                        to exhibit the same to prospective purchasers or
                        tenants, to inspect the premises to see that the Lessee
                        is complying with all its obligations hereunder, and to
                        make repairs required of Lessor under the terms hereof
                        or repair to Lessor's adjoining property.

MORTGAGEE'S RIGHTS      30.  This Lease is subject and subordinate in all
                        respects to all first deeds to secure debt and mortgages
                        which may now or hereafter affect Lease or be placed on
                        all or any part of the demised premises. Lessee, at the
                        request of the holder of any such deed to secure debt or
                        mortgage, will attorn within ten (10) days after being
                        so requested, to said holder or to the party designated
                        by said holder, as its direct tenant, and Lessee will
                        execute and deliver any certificate to such effect that
                        such holder or designated party may request. Lessee also
                        agrees that, in the event of such attornment, any
                        payment of rent hereunder by Lessee more than one month
                        in advance shall not be binding as against such holder
                        if a new and identical lease between such holder or its
                        designee, as Lessor, and Lessee, as tenant, had been
                        entered into for the remainder of the term hereof.

EXTERIOR SIGNS          31.  Lessee shall not paint or place signs upon the
                        windows or corridor doors of the premises except with
                        the consent of the Lessor and Lessee shall place no
                        signs upon the outside walls or the roof of the premises
                        or building.

RULES AND REGULATIONS   32.  The Rules and Regulations in regard to the
                        building, attached hereto as Exhibit A, and all rules
                        and regulations which Lessor may hereafter, from time to
                        time, adopt and promulgate for the government and
                        management of said building, are hereby made a part of
                        this Lease and shall, during the said term, be in all
                        things observed and performed by the Lessee and by the
                        Lessee's clerks, employees, servants, and agents. Lessee
                        does hereby accept and agree to abide by and uphold the
                        Rules and Regulations as shown in Exhibit A. Insofar as
                        the attached standard Rules and Regulations conflict
                        with any of the terms and provisions of this Lease
                        Agreement, the terms and provisions of the Lease shall
                        control.

                                DEFAULT OF LESSEE

REMEDIES OF LESSOR
FOR NON-COMPLIANCE      33.  In the event:  (a) the rent specified herein is not
                        paid at the time and place when and where due, (b) the
                        premises shall be deserted or vacated, (c) the Lessee
                        shall fail to comply with any term, provision, condition
                        or covenant of this Lease, other than the payment of
                        rent, or any of the rules and regulations now or
                        hereafter established for the government of this
                        building, or (d) any petition is filed by or against
                        Lessee under any section or chapter of the National
                        Bankruptcy Act as amended, (e) Lessee shall become
                        insolvent or make a transfer in fraud of creditors, (f)
                        Lessee shall make an assignment for benefit of
                        creditors, (g) a receiver is appointed for a substantial
                        part of the assets of Lessee, and Lessee does not cure
                        such defaults, with the exception of rental default as
                        provided for
<PAGE>   8
                        above, within thirty (30) days after notice to the
                        Lessee of such failure to comply; and upon the
                        occurrence of any one or more of the foregoing, Lessor
                        shall have the option to proceed according to one or
                        more of the following courses of action:

                        (a) Terminate this Lease, in which event Lessee shall
                            immediately surrender the leased premises to Lessor,
                            but if Lessee shall fail to do so, Lessor may,
                            without further notice and without prejudice to any
                            other remedy Lessor may have for possession or
                            arrearages in rent, enter upon the leased premises
                            and expel or remove Lessee and its effects, by force
                            if necessary, without being liable to prosecution or
                            any claim for damages therefor; and Lessee agrees to
                            indemnify Lessor for all loss and damage which
                            Lessor may suffer by reason of such termination,
                            whether through inability to re-let the leased
                            premises, or through decrease in rent, or otherwise;
                            and/or

                        (b) Declare the entire amount of the rent which would
                            become due and payable during the remainder of the
                            term of this Lease to be due and payable
                            immediately, in which event, Lessee agrees to pay
                            the same at once, together with all rents
                            theretofore due, at Lessor's address as provided
                            herein; provided, however, that such payment shall
                            not constitute a penalty or forfeiture or liquidated
                            damages, but shall merely constitute payment in
                            advance of the rent for the remainder of the said
                            term. The acceptance of such payment by Lessor shall
                            not constitute a waiver of any failure of Lessee
                            thereafter occurring to comply with any term,
                            provision, condition or covenant of this Lease;
                            and/or

                        (c) Enter the leased premises as the agent of the
                            Lessee, by force if necessary, without being liable
                            to prosecution or any claim for damages therefore,
                            and re-let the leased premises as the agent of the
                            Lessee, and receive the rent therefor, and the
                            Lessee shall pay the Lessor any deficiency that may
                            arise by reason of such re-letting on demand at the
                            office of the Lessor in          ; and/or

                        (d) As agent of the Lessee, do whatever the Lessee is
                            obligated to do by the provisions of this Lease and
                            may enter the leased premises, by force if
                            necessary, without being liable to prosecution or
                            any claims for damages therefor, in order to
                            accomplish this purpose. The Lessee agrees to
                            reimburse the Lessor immediately upon demand for any
                            expenses which the Lessor may incur in thus
                            affecting compliance with this Lease on behalf of
                            the Lessee, and the Lessee further agrees that the
                            Lessor shall not be liable for any damages resulting
                            to the Lessee from such action, whether caused by
                            the negligence of the Lessor or otherwise.

                        Pursuit by Lessor of any of the foregoing remedies shall
                        not preclude the pursuit of any of the other remedies
                        herein provided or any other remedies provided by law.

                        No act or thing done by the Lessor or its agents during
                        the term hereby granted shall be deemed an acceptance of
                        a surrender of said leased premises, and no agreement to
                        accept a surrender of said leased premises shall be
                        valid unless the same be made in writing and subscribed
                        by the Lessor. The mention in this Lease of any
                        particular remedy shall not preclude the Lessor from any
                        other remedy the Lessor might have, either in law or in
                        equity, nor shall the waiver of or redress for any
                        violation of any covenant or condition in this Lease
                        contained or any of the rules and regulations set forth
                        herein, or hereafter adopted by the Lessor, prevent a
                        subsequent act, which would have originally constituted
                        a violation, from having all the force and effect of an
                        original violation. In case it should be necessary or
                        proper for Lessor to bring any action under this Lease,
                        or to consult, or place said Lease or any amount payable
                        by Lessee hereunder, with an attorney concerning or for
                        the enforcement of any of the Lessor's rights hereunder,
                        then Lessee agrees in each and any such case to pay to
                        Lessor a reasonable attorney's fee. The receipt by the
                        Lessor of rent with knowledge of the breach of any
                        covenant in this Lease contained shall not be deemed a
                        waiver of such breach. In the event of any default of
                        Lessee as defined herein during the term of this Lease,
                        or any renewal thereof, Lessor, in addition to but not
                        in lieu of or in limitation of, any other right or
                        remedy provided to Lessor under the terms of this Lease
                        or otherwise, shall have the right to be immediately
                        repaid by Lessee the unamortized amount of all sums
                        expended by Lessor in connection with preparing or
                        improving the leased premises to Lessee's specification,
                        such payment to be in a principal amount equal to the
                        unamortized outstanding balance of such sums on the date
                        of said default, said unamortized outstanding balance to
                        be determined by multiplying the amount of
                        $______________, which was the amount expended by Lessor
                        in preparing or improving the premises to Lessee's
                        specifications, times a fraction, the numerator of which
                        shall be the number of full calendar months remaining in
                        the term from the date of said default and the
                        denominator of which shall be the total number of full
                        calendar months in the term. Lessee hereby promises to
                        pay the unamortized outstanding balance calculated in
                        accordance with this provision, together with interest
                        on
<PAGE>   9
                        said amount at the rate of 8% per annum "add on," from
                        after the date of default, on demand of Lessor.

EFFECT OF TERMINATION
OF LEASE                34.  No termination of the Lease prior to the normal
                        ending thereof, by lapse of time or otherwise, shall
                        affect Lessor's right to collect rent for the period
                        prior to the termination thereof.

SERVICE OF NOTICE       35.  The Lessee hereby appoints as its agent to receive
                        the service of all dispossessory or distraint
                        proceedings, legal notices and notices required under
                        this Lease, the person in charge of said premises at the
                        time, or occupying the premises, and if there is no
                        person in charge or occupying the same, then such
                        service or notice may be made by attaching the same on
                        the main entrance to the premises.

                            MISCELLANEOUS PROVISIONS

SEVERABILITY            36.  If any clause or provision of this Lease contract
                        is illegal, invalid or unenforceable under present or
                        future laws effective during the term of this Lease,
                        then and in that event, it is the intention of the
                        parties hereto that the remainder of this Lease shall
                        not be affected thereby, and it is also the intention of
                        the parties to this Lease contract that in lieu of each
                        clause or provision of this Lease contract that is
                        illegal, invalid or unenforceable, there be added as a
                        part of this Lease contract a clause or provision as
                        similar in terms to such illegal, invalid or
                        unenforceable clause or provision as may be possible and
                        be legal, valid and enforceable. If such invalidity is,
                        in the sole determination of Lessor, essential to the
                        rights of both parties, Lessor shall have the right to
                        terminate this Lease on written notice to Lessee.

CUMULATIVE RIGHTS       37.  All rights, powers and privileges conferred
                        hereunder upon the parties hereto shall be cumulative
                        but not restrictive to those given by law.

ATTORNEY'S FEES AND
HOMESTEAD               38.  If any rent owing under this Lease is collected by
                        or through an Attorney at Law, Lessee agrees to pay
                        fifteen percent (15%) thereof as attorney's fees. Lessee
                        waives all homestead rights and exemptions which it may
                        have under any law as against any obligation owing under
                        this Lease. Lessee hereby assigns to Lessor its
                        homestead and exemption.

ENTIRE AGREEMENT        39.  This Lease contains the entire agreement of the
                        parties and no representations, inducements, promises or
                        agreements, oral or otherwise, between the parties not
                        embodied herein shall be of any force or effect.  No
                        failure of the Lessor to exercise any power given the
                        Lessor hereunder, or to insist upon strict compliance by
                        the Lessee of any obligation hereunder, and no custom or
                        practice of the parties at variance with the terms
                        hereof shall constitute a waiver of the Lessor's right
                        to demand exact compliance with the terms hereof.

TIME OF ESSENCE         40.  Time is of the essence of this Agreement.

NO ESTATE IN LAND       41.  This contract shall create the relationship of
                        landlord and tenant between Lessor and Lessee; no estate
                        shall pass out of Lessor; Lessee has only a usufruct,
                        not subject to levy and sale, and not assignable by
                        Lessee except by lessor's consent.

PARTIES                 42.  "Lessor" as used in this Lease shall include the
                        first party, its successors and assigns entitled to the
                        premises. "Lessee" shall include the second party, his
                        heirs and representatives, successors and assigns and if
                        this Lease shall be validly assigned or sub-let, shall
                        include also Lessee's assignees or sub-lessees, as to
                        the premises covered by such assignment or sub-lease.
                        "Agent" shall include the third party, his successors,
                        assigns, heirs and representatives. "Lessor," "Lessee,"
                        and "Agent" include male and female singular and plural,
                        corporation, partnership or individual, as may fit the
                        particular parties.

RELOCATION              43.  If the premises leased and occupied by Lessee under
                        this Agreement are less than 50% of a full floor, then
                        Lessor shall have the right to relocate the Lessee to
                        space of equal or greater kind and quality, if
                        necessary, in order to accommodate a tenant whose space
                        requirements are equal to or exceed 50% of a full floor.
                        Said relocation shall be at the sole expense of Lessor,
                        and no increase in rental shall result therefrom.

JUDICIAL
INTERPRETATION          44.  Should any of the provisions of this Lease
                        Agreement require judicial interpretation, it is agreed
                        that the court interpreting or construing the same shall
                        not apply a presumption that the terms of any such
                        provision shall be more strictly construed against one
                        party by reason of the rule of construction that a
                        document is to be construed most strictly against the
                        party who itself or through its agent prepared the same,
                        it being agreed that the agents of all parties have
                        participated in the preparation of the special
                        stipulations of this Agreement.
<PAGE>   10
ESTOPPEL CERTIFICATES   45.  Within ten (10) days after request therefor by
                        Lessor or any mortgagee of the premises, Lessee agrees
                        to execute and deliver, in recordable form, an estoppel
                        certificate addressed to any mortgagee or proposed
                        mortgagee or purchaser of the building or the complex In
                        which the premises is situated, or any part thereof, or
                        addressed to the Lessor, certifying (if such be the
                        case) that this Lease is unmodified and in full force
                        and effect (and if there have been any modifications,
                        that the same is in full force and effect as modified
                        and stating said modifications); that there are no
                        defenses, defaults, or offsets against the enforcement
                        of this Lease or stating those claimed by Lessee;
                        stating that rent has commenced to accrue, and that
                        tenant has accepted and is occupying the leased
                        premises; stating the date to which rentals and other
                        charges are paid; and as to mortgagees or prospective
                        mortgagees, agreeing that in the event the mortgagee
                        becomes owner of the leased premises or exercises an
                        assignment of rents granted mortgagee by the Lessor, the
                        Lessee will accept and attorn to the mortgagee or to a
                        party designed by said mortgagee as its direct tenant,
                        and that the mortgagee will not be bound by or
                        responsible for any rents paid in advance to Lessor or
                        offsets against Tenant or any prior defaults of the
                        Lessor and that thereafter all notices required or
                        permitted under the Lease to be given to Lessor shall
                        thereafter be given to said mortgagee. Such certificates
                        shall also include such other information as may be
                        reasonably required by any mortgagee.

FORCE MAJEURE           46.  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 conditions of this Lease when prevented
                        from so doing by a 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
                        causes, not within the reasonable control of the Lessor
                        and/or Lessee. This Paragraph 46 shall not apply to or
                        modify Lessee's obligations under this Lease to make
                        prompt payment to Lessor of the Base Rental and all
                        other charges due hereunder.

CAPTIONS                47.  The captions of each paragraph and heading hereof
                        are added as a matter of convenience only and shall be
                        considered to be of no effect in the construction of any
                        provision or provisions of this Lease.

SPECIAL STIPULATIONS    48.  Insofar as the special stipulations (if any)
                        attached hereto and made a part hereof by this reference
                        conflict with any of the foregoing provisions, the
                        special stipulations shall control.
<PAGE>   11
      IN WITNESS WHEREOF, the parties herein have hereunto set their hands and
seals, in triplicate, as of the day and year first above written.




                                    "LESSOR":  P & T PROPERTIES, L.L.C.


                                    By:   /s/ Richard L. Prochnow         (SEAL)
                                       -----------------------------------
                                         Richard L. Prochnow

                                    (Title)  Manager
                                           -------------------------------------



                                    "LESSEE"  DIRECT SALES INTERNATIONAL, L.P.


                                    By:  /s/ Richard L. Prochnow          (SEAL)
                                       -----------------------------------
                                         Richard L. Prochnow

                                    (Title)  President
                                           -------------------------------------



                                    "AGENT"   n/a

                                    By:                                   (SEAL)
                                       -----------------------------------


                                    (Title)
                                           -------------------------------------
<PAGE>   12
                              SPECIAL STIPULATIONS


Attached to Lease Agreement between P & T Properties, L.L.C. Lessor and
Direct Sales International, L.P. as Lessee.

1.      The Lessee has the right to renew this Lease for two additional
        five-year options at the rental rate in effect for the lease year in
        which the option becomes effective and escalations of Base Rental
        contemplated in item 7 of Lease shall continue in effect to increase
        rent to the extent of increases in the Consumer Price Index. Lessee must
        give Lessor six (6) months notice of termination or the option period
        will automatically be effective.

2.    Parking spaces are four per 1,000 square feet of occupied space adjusted
      for partial 1,000's of square feet. Said parking to be designated on
      parking master plan attached to Lease.
<PAGE>   13
                              RULES AND REGULATIONS

1.  The sidewalks, entry passages, corridors, halls, elevators and stairways
    shall not be obstructed by tenants, or used by them for any purpose other
    than those of ingress and egress. The floors, and skylights and windows that
    reflect or admit light into any place in said building, shall not be covered
    or obstructed by tenants. The water closets and other water apparatus, shall
    not be used for any other purpose than those for which they were constructed
    and no sweepings, rubbish, or other obstructing substances shall be thrown
    therein. Any damage resulting to them, or to associated systems, from
    misuse, shall be borne by tenants who, or whose clerks, agents or servants,
    shall cause it.

2.  No advertisement or other notice shall be inscribed, painted or affixed on
    any part of the outside or inside of said building, except upon the doors,
    and of such order, size and style, and at such places as shall be designated
    by lessor. Interior signs on doors will be supplied for tenants by Lessor,
    the cost of the signs to be charged to and paid for by tenants.

3.  No tenant shall do or permit to be done in said premises, or bring or keep
    anything therein, which shall in any way increase the rate of fire insurance
    on said building, or on property kept therein, or obstruct or interfere with
    the rights of other tenants or in any way injure or annoy them, or conflict
    with the laws relating to fires, or with the regulations of the Fire
    Department, or any part thereof, or conflict with any of the rules and
    ordinances of the Board of Health. Tenants, their clerks and servants, shall
    maintain order in the building, shall not make or permit any improper noise
    in the building or interfere in any way with other tenants or those having
    business with them. Nothing shall be thrown by tenants, their clerks or
    servants, out of the windows or doors, or down the passages or skylights of
    the building. No rooms shall be occupied or used as sleeping or lodging
    apartments at any time. No part of the building shall be used or in any way
    appropriated for gambling, immoral or other unlawful practices, and no
    intoxicating liquor or liquors shall be sold in said building.

4.  Tenants shall not employ any persons other than the janitors of Lessor (who
    will be provided with pass-keys into the offices) for the purpose of
    cleaning or taking charge of said premises.

5.  No animal, birds, bicycles or other vehicles, or other obstructions, shall
    be allowed in the offices, halls, corridors, elevators or elsewhere in the
    building.

6.  All tenants and occupants shall observe strict care not to leave their
    windows open when it rains or snows and, for any fault or carelessness in
    any of these respects, shall make good any injury sustained by other
    tenants, and to Lessor for damage to paint, plastering or other parts of the
    building, resulting from such default or carelessness. No painting shall be
    done, nor shall any alterations be made to any part of the building by
    putting up or changing any partitions, doors or windows, nor shall there be
    any nailing, boring or screwing into the woodwork or plastering, nor shall
    any connection be made to the electric wires or gas or electric fixtures,
    without the consent in writing on each occasion of Lessor or its agents. All
    glass, locks and trimmings in or upon the doors and windows of the building
    shall be kept whole and, when any part thereof shall be broken, the same
    shall be immediately replaced or repaired and put in order under the
    direction and to the satisfaction of Lessor, or its agents, and shall be
    left whole and in good repair. Tenants shall not injure, overload or deface
    the building, the woodwork or the walls of the premises, nor carry on upon
    the premises any noisome, noxious, noisy or offensive business.

7.  Not more than two keys for each office will be furnished without charge. No
    additional locks or latches shall be put upon any door without the written
    consent of Lessor. Tenants, at termination of their lease of the premises,
    shall return to lessor all keys to doors in the building and all plastic
    cards for parking and entry to building.

8.  Lessor in all cases retains the power to prescribe the weight and position
    of iron safes or other heavy articles.

9.  The use of burning fluid, camphene, alcohol, benzine, kerosene or anything,
    except gas or electricity for lighting said premises, is prohibited. No
    offensive gases or liquids will be permitted.

10. If tenants desire blinds or window covering of any kind over the windows,
    they must be of such shape, color and material as may be prescribed by
    Lessor, and shall be erected with lessor's consent and at the expense of
    said tenants. No awnings shall be placed on said building.

11. If tenants require wiring from a bell or buzz system, such wiring shall be
    done by the Electrician of the Building only, and no outside wiring men
    shall be allowed to do work of this kind unless by the written permission of
    Lessor, or its representatives. if telegraphic or telephonic service is
    desired, the wiring for same shall be done as directed by the Electrician of
    the Building or by some other employee of Lessor who may be instructed by
    the Superintendent of the Building to supervise same, and no boring or
    cutting for wiring shall be done unless approved by Lessor or its
    representatives, as stated. The electric current shall not be used for power
    or heating unless written permission to do so shall first have been obtained
    from Lessor, or its representative in writing and at an agreed cost to
    tenants.

12. Tenants and occupants shall observe and obey all parking and traffic
    regulations as imposed by Lessor on the premises. Lessor in all cases
    retains the power to designate "no parking" zones, traffic right-of-ways,
    and general parking area procedures. Failure of Lessee to comply will
    constitute a violation of the Lease.