<PAGE>   1
                                                                   EXHIBIT 10.51


                          219 PERIMETER CENTER PARKWAY
                                ATLANTA, GEORGIA

















                             OFFICE LEASE AGREEMENT


                                     BETWEEN


       EOP-PERIMETER CENTER, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY
                                  ("LANDLORD")


                                       AND


           NOVA GEORGIA SERVICES, L.P., A GEORGIA LIMITED PARTNERSHIP
                                   ("TENANT")










<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<S>                                                                       <C>
I. BASIC LEASE INFORMATION.................................................1

II. LEASE GRANT............................................................3

III. POSSESSION............................................................3

IV. RENT...................................................................4

V. COMPLIANCE WITH LAWS; USE..............................................10

VI. SECURITY DEPOSIT......................................................10

VII. SERVICES TO BE FURNISHED BY LANDLORD.................................11

VIII. LEASEHOLD IMPROVEMENTS..............................................12

IX. REPAIRS AND ALTERATIONS...............................................12

X. USE OF ELECTRICAL SERVICES BY TENANT...................................14

XI. ENTRY BY LANDLORD.....................................................14

XII. ASSIGNMENT AND SUBLETTING............................................15

XIII. LIENS...............................................................17

XIV. INDEMNITY AND WAIVER OF CLAIMS.......................................17

XV. INSURANCE.............................................................17

XVI. SUBROGATION..........................................................18

XVII. CASUALTY DAMAGE.....................................................18

XVIII. CONDEMNATION.......................................................19

XIX. EVENTS OF DEFAULT....................................................20

XX. REMEDIES..............................................................20

XXI. LIMITATION OF LIABILITY..............................................21

XXII. NO WAIVER...........................................................22

XXIII. QUIET ENJOYMENT....................................................22

XXIV. RELOCATION..........................................................22

XXV.  HOLDING OVER........................................................22

XXVI. SUBORDINATION TO MORTGAGES; ESTOPPEL CERTIFICATE....................23

XXVII. ATTORNEYS' FEES....................................................24

XXVIII. NOTICE............................................................24

XXIX. EXCEPTED RIGHTS.....................................................24

XXX. SURRENDER OF PREMISES................................................25

XXXI. MISCELLANEOUS.......................................................25

XXXII. ENTIRE AGREEMENT...................................................27
</TABLE>

                                       i


<PAGE>   3


                             OFFICE LEASE AGREEMENT

         THIS OFFICE LEASE AGREEMENT (the "Lease") is made and entered into as
of the ____ day of ___________, 1999, by and between EOP-PERIMETER CENTER,
L.L.C., A DELAWARE LIMITED LIABILITY COMPANY ("Landlord") and NOVA GEORGIA
SERVICES, L.P., A GEORGIA LIMITED PARTNERSHIP ("Tenant").

I.       BASIC LEASE INFORMATION.

         A.       "Building" shall mean the building located at 219 Perimeter
                  Center Parkway, Atlanta, County of DeKalb, State of Georgia,
                  commonly known as 219 Perimeter Center Parkway.

         B.       "Rentable Square Footage of the Building" is deemed to be
                  131,327 square feet.

         C.       "Premises A" and "Premises B" shall mean the areas shown on
                  EXHIBIT A-1 and EXHIBIT A-2, respectively. Premises A is
                  located on the 2nd and 3rd floors and known as suite numbers
                  200 and 300, and Premises B is located on the 1st, 4th and 5th
                  floors and known as suite numbers 110, 111, 400, 410 and 500.
                  The "Rentable Square Footage of Premises A" is deemed to be
                  46,318 square feet (Suite 200 contains 23,159 rentable square
                  feet and Suite 300 contains 23,159 rentable square feet) and
                  the "Rentable Square Footage of Premises B" is deemed to be
                  44,468 square feet (Suite 110 contains 6,576 rentable square
                  feet, Suite 111 contains 6,755 rentable square feet, Suite 400
                  contains 3,381 rentable square feet, Suite 410 contains 12,684
                  rentable square feet and Suite 500 contains 15,072 rentable
                  square feet). For the period beginning with the Commencement
                  Date (as defined in Section I.G. below) through and including
                  the day immediately preceding the Premises B Commencement Date
                  (as defined in Section I.G. below), the "Premises" shall be
                  defined as Premises A only. For the period on and after the
                  Premises B Commencement Date through the Termination Date, the
                  "Premises" shall be defined, collectively, as Premises A and
                  Premises B and, from and after the Premises B Commencement
                  Date, the Rentable Square Footage of the Premises is deemed to
                  be 90,786 square feet. Premises A and Premises B are sometimes
                  individually or collectively referred to as the "Premises", in
                  accordance with the foregoing. If the Premises include one or
                  more floors in their entirety, all corridors and restroom
                  facilities located on such full floor(s) shall be considered
                  part of the Premises. Landlord and Tenant stipulate and agree
                  that the Rentable Square Footage of the Building and the
                  Rentable Square Footage of the Premises are correct and shall
                  not be remeasured.

         D.       "Base Rent":

<TABLE>
<CAPTION>
                  ---------------------------------------------------------------------------------------
                          Period in           RSF in        Annual Rate       Base Rent      Monthly
                             Term            Premises     Per Square Foot    for Period     Base Rent
                  ---------------------------------------------------------------------------------------

                  ---------------------------------------------------------------------------------------
                  <S>                        <C>          <C>               <C>            <C>
                     11/01/99 - 07/31/00      46,318           $20.25        $ 703,454.67  $ 78,161.63
                  ---------------------------------------------------------------------------------------

                  ---------------------------------------------------------------------------------------
                     08/01/00 - 10/31/00      90,786           $20.25        $ 459,604.14  $153,201.38
                  ---------------------------------------------------------------------------------------

                  ---------------------------------------------------------------------------------------
                     11/01/00 - 10/31/01      90,786           $20.66       $1,875,638.76  $156,303.23
                  ---------------------------------------------------------------------------------------

                  ---------------------------------------------------------------------------------------
                     11/01/01 - 10/31/02      90,786           $21.07       $1,912,861.08  $159,405.09
                  ---------------------------------------------------------------------------------------

                  ---------------------------------------------------------------------------------------
                     11/01/02 - 10/31/03      90,786           $21.49       $1,950,991.20  $162,582.60
                  ---------------------------------------------------------------------------------------

                  ---------------------------------------------------------------------------------------
                     11/01/03 - 10/31/04      90,786           $21.92       $1,990,029.12  $165,835.76
                  ---------------------------------------------------------------------------------------

                  ---------------------------------------------------------------------------------------
                     11/01/04 - 10/31/05      90,786           $22.36       $2,029,974.96  $169,164.58
                  ---------------------------------------------------------------------------------------

                  ---------------------------------------------------------------------------------------
                     11/01/05 - 10/31/06      90,786           $22.80       $2,069,920.80  $172,493.40
                  ---------------------------------------------------------------------------------------

                  ---------------------------------------------------------------------------------------
                     11/01/06 - 10/31/07      90,786           $23.26       $2,111,682.36  $175,973.53
                  ---------------------------------------------------------------------------------------
</TABLE>

                  It is agreed that Tenant may take possession of all or a
                  portion of Premises B, in phases, prior to the Premises B
                  Commencement Date as described in Section III.C. below.


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<PAGE>   4


         E.       "Tenant's Pro Rata Share" shall mean 35.2692% for the period
                  beginning with the Commencement Date and ending on the day
                  immediately preceding the Premises B Commencement Date. For
                  the period from and after the Premises B Commencement Date
                  through the Termination Date, "Tenant's Pro Rata Share" shall
                  mean 69.1297%.

         F.       "Base Year": 2000.

         G.       1.       "Term" and "Term for Premises A": shall mean a period
                           of 96 months. The Term and the Term for Premises A
                           shall commence on November 1, 1999 (the "Commencement
                           Date") and, unless terminated early in accordance
                           with this Lease, end on September 30, 2007 (the
                           "Termination Date").

                  2.       "Term for Premises B": shall mean a period of 87
                           months. The Term for Premises B shall commence on
                           August 1, 2000 (the "Premises B Commencement Date")
                           and, unless terminated early in accordance with this
                           Lease, end on the Termination Date.

         H.       Tenant allowance(s): $1,906,506.00, as described in the Work
                  Letter attached as EXHIBIT D.

         I.       "Security Deposit":  None.

         J.       "Guarantor": Nova Corporation, a Delaware corporation.
                  Concurrent with Tenant's execution and delivery of this Lease,
                  Tenant shall cause Guarantor(s) to execute and deliver to
                  Landlord the Guaranty in the form attached hereto as EXHIBIT
                  I.

         K.       "Broker(s)": CB Richard Ellis.

         L.       "Permitted Use": General office use, telephone area (to
                  operate 24 hours per day, 7 days a week), and a computer/data
                  facility for handling Tenant's day-to-day business.

         M.       "Notice Addresses":

                  Tenant:

                  On and after the Commencement Date, notices shall be sent to
                  Tenant at the Premises as follows:

                  Nova Georgia Services, L.P.
                  219 Perimeter Center
                  Suite 200
                  Atlanta, Georgia  30346
                  Attn:  James Cash

                  Prior to the Commencement Date, notices shall be sent to
                  Tenant at the following address:

                  Nova Georgia Services, L.P.
                  c/o Nova Information Systems, Inc.
                  One Concourse Parkway NE, Suite 300
                  Atlanta, Georgia 30328
                  Attn:  James Cash
                  Phone#: (770) 396-1456
                  Fax#: (770) 396-2117


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<PAGE>   5

                  Prior to, on and after the Commencement Date, copies of any
                  notices whereby Landlord is notifying Tenant of option rights
                  or asserting a claim or defense against the Tenant based upon
                  the subject matter of the notice (as opposed to routine
                  notices concerning the operation of the Building) shall also
                  be sent to:

                  Long Aldridge & Norman LLP
                  303 Peachtree Street
                  Suite 5300
                  Atlanta, Georgia  30308
                  Attn: David Ivey, Esq.

<TABLE>
<CAPTION>
                  LANDLORD:                                       WITH A COPY TO:

                  <S>                                             <C>
                  EOP-Perimeter Center, L.L.C.                    Equity Office Properties
                  c/o Equity Office Properties                    Two North Riverside Plaza
                  219 Perimeter Center Parkway, Suite 410         Suite 2200
                  Atlanta, Georgia  30346                         Chicago, Illinois 60606
                  Attention: Building Manager                     Attention: Regional Counsel - Southeast
</TABLE>

                  Rent (defined in Section IV.A) is payable to the order of
                  EQUITY OFFICE PROPERTIES at the following address:
                  EOP-Operating Limited Partnership, as agent for EOP-Perimeter
                  Center, L.L.C. - Group IV, Post Office Box 931650, Atlanta,
                  Georgia 31193-1578.

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

         O.       "Landlord Work" means the work, if any, that Landlord is
                  obligated to perform in the Premises pursuant to a separate
                  work letter agreement (the "Work Letter") attached as EXHIBIT
                  D.

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

         Q.       "Normal Business Hours" for the Building are 8:00 A.M. to 6:00
                  P.M. on Business Days and 8:00 A.M. to 1:00 P.M. on Saturdays.

         R.       "Property" means the Building and the parcel(s) of land on
                  which it is located, as described on EXHIBIT A-3, and, at
                  Landlord's discretion, the Building garage and/or surface
                  parking area servicing the Building and other improvements
                  serving the Building, if any, and the parcel(s) of land on
                  which they are located.

         S.       "Affiliate of Tenant" means any entity controlling, controlled
                  by or under common control with Tenant.

II.      LEASE GRANT.

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

III.     POSSESSION.

         A.       Intentionally Omitted.

         B.       Subject to Landlord's obligations under Section IX.B. and
                  Landlord's obligation to complete the Landlord Lobby Work (as
                  described in Section F of EXHIBIT D), the Premises are
                  accepted by Tenant in "as is" condition and configuration. By


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<PAGE>   6

                  taking possession of the Premises, Tenant agrees that the
                  Premises are in good order and satisfactory condition, and
                  that there are no representations or warranties by Landlord
                  regarding the condition of the Premises or the Building except
                  as may otherwise be expressly stated herein. If Landlord is
                  delayed delivering possession of the Premises or any other
                  space due to the holdover or unlawful possession of such space
                  by any party, Landlord shall use reasonable efforts to obtain
                  possession of the space. The Commencement Date shall be
                  postponed until the date Landlord delivers possession of
                  Premises A to Tenant free from occupancy by any party, and the
                  Termination Date, at the option of Landlord, may be postponed
                  by an equal number of days.

         C.       If Tenant takes possession of any portion of Premises A prior
                  to the Premises A Commencement Date, or if Tenant takes
                  possession of any portion of Premises B prior to the Premises
                  B Commencement Date, for purposes of conducting business
                  operations therein, such possession shall be subject to the
                  terms and conditions of this Lease and Tenant shall pay Rent
                  (defined in Section IV.A.) for Premises A and/or Premises B to
                  Landlord for each day of possession prior to the respective
                  Commencement Date relating to Premises A and/or Premises B.
                  However, notwithstanding the foregoing or anything to the
                  contrary contained in this Lease, it is agreed that Tenant may
                  take possession of Premises B, in phases, prior to the
                  Premises B Commencement Date for purposes of conducting
                  business operations therein, but each such phase of Premises B
                  that Tenant takes possession of shall consist of one or more
                  of the suites, as currently demised, comprising Premises B as
                  reflected on Exhibit A-2 attached hereto, and, for all
                  purposes, each such phase of Premises B shall be deemed to
                  contain the Rentable Square Footage for each such suite
                  comprising Premises B, as described in Section I.C. above.
                  Notwithstanding the foregoing, it is understood and agreed
                  that the portion of Premises B currently demised as Suite No.
                  400 is currently occupied by another tenant pursuant to a
                  lease scheduled to expire on February 29, 2000, and the
                  portion of Premises B currently demised as Suite No. 410 is
                  currently occupied by Landlord as its management office. It is
                  understood and agreed that such portion(s) of Premises B may
                  not be entered into by Tenant for business purposes or for any
                  other purpose until Landlord delivers possession of such
                  portion(s) of Premises B to Tenant. Landlord agrees that it
                  will deliver possession of Suite No. 410 no later than June 1,
                  2000. If Landlord is unable to tender possession of Suite No.
                  400 on or before June 1, 2000, Landlord shall proceed with due
                  diligence and take all legal action reasonably necessary to
                  recapture possession of Suite 400 from the existing tenant
                  thereunder and/or regain legal right to possession thereof.

                  Except for the cost of services requested by Tenant for after
                  Normal Business Hours (e.g. after hours HVAC), Tenant shall
                  not be required to pay Rent for Premises A or Premises B, as
                  applicable, relating to any days of possession prior to the
                  respective Commencement Date for Premises A or Premises B
                  during which Tenant, with the approval of Landlord, is in
                  possession of Premises A or Premises B, as applicable, for the
                  sole purpose of performing improvements or installing
                  furniture, equipment or other personal property.

IV.      RENT.

         A.       Payments. As consideration for this Lease, Tenant shall pay
                  Landlord, without any setoff or deduction (except as may
                  otherwise be expressly stated herein), the total amount of
                  Base Rent and Additional Rent due for the Term. "Additional
                  Rent" means all sums (exclusive of Base Rent) that Tenant is
                  required to pay Landlord. Additional Rent and Base Rent are
                  sometimes collectively referred to as "Rent". Tenant shall pay
                  and be liable for all rental, sales and use taxes (but
                  excluding income taxes), if any, imposed upon or measured by
                  Rent under applicable Law. Base Rent and recurring monthly
                  charges of Additional Rent shall be due and payable in advance
                  on the first day of each calendar month without notice or
                  demand. All other items of Rent shall be due and payable by
                  Tenant on or before 30 days after Tenant's receipt of an
                  invoice for same. All payments of Rent shall be by good and
                  sufficient check or by other means (such as automatic debit or
                  electronic transfer) acceptable to Landlord. If Tenant fails
                  to pay any item or installment of Rent when due, Tenant shall
                  pay Landlord an



                                       4
<PAGE>   7

                  administration fee equal to 5% of the past due Rent, provided
                  that Tenant shall be entitled to a grace period of 5 days for
                  the first 2 late payments of Rent in a given calendar year. If
                  the Term commences on a day other than the first day of a
                  calendar month or terminates on a day other than the last day
                  of a calendar month, the monthly Base Rent and Tenant's Pro
                  Rata Share of any Tax Excess (defined in Section IV.B.) or
                  Expense Excess (defined in Section IV.B.) for the month shall
                  be prorated based on the number of days in such calendar
                  month. Landlord's acceptance of less than the correct amount
                  of Rent shall be considered a payment on account of the
                  earliest Rent due. No endorsement or statement on a check or
                  letter accompanying a check or payment shall be considered an
                  accord and satisfaction, and either party may accept the check
                  or payment without prejudice to that party's right to recover
                  the balance or pursue other available remedies. Tenant's
                  covenant to pay Rent is independent of every other covenant in
                  this Lease.

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

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

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

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


                                       5
<PAGE>   8

                           above the grade of building manager or property
                           manager. Notwithstanding the foregoing, to the extent
                           management or maintenance personnel are located
                           off-site and perform management or maintenance
                           services for buildings other than the Building, the
                           labor costs associated with such management or
                           maintenance personnel shall be included in Expenses
                           only to the extent and in the proportion that such
                           management or maintenance personnel perform services
                           for the Building or Property, as the case may be.

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

                  3.       The cost of services, including amounts paid to
                           service providers and the rental and purchase cost of
                           parts, supplies, tools and equipment, but excluding
                           payments for rented equipment, the cost of which
                           would constitute a capital expenditure if the
                           equipment were purchased, in which event, Section
                           IV.C.6 below would govern the determination of
                           whether such costs are included in Expenses.

                  4.       Premiums and deductibles paid by Landlord for
                           insurance, including workers compensation, fire and
                           extended coverage, earthquake, general liability,
                           rental loss, elevator, boiler and other insurance
                           customarily carried from time to time by owners of
                           comparable office buildings.

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

                  6.       The amortized cost of capital improvements (as
                           distinguished from replacement parts or components
                           installed in the ordinary course of business) made to
                           the Property which are: (a) performed primarily to
                           reduce operating expense costs or otherwise improve
                           the operating efficiency of the Property; or (b)
                           required to comply with any Laws that are enacted, or
                           first interpreted to apply to the Property, after the
                           date of this Lease. The cost of capital improvements
                           shall be amortized by Landlord over the lesser of the
                           Payback Period (defined below) or 10 years. The
                           amortized cost of capital improvements may, at
                           Landlord's option, include actual or imputed interest
                           at the rate that Landlord would reasonably be
                           required to pay to finance the cost of the capital
                           improvement. "Payback Period" means the reasonably
                           estimated period of time that it takes for the cost
                           savings resulting from a capital improvement to equal
                           the total cost of the capital improvement.
                           Notwithstanding the foregoing, the portion of the
                           annual amortized costs to be included in


                                       6
<PAGE>   9

                           Expenses in any calendar year with respect to a
                           capital improvement which is intended to reduce
                           expenses or improve the operating efficiency of the
                           Property or Building shall equal the lesser of: (i)
                           such annual amortized costs; and (ii) the actual
                           annual amortized reduction in expenses for that
                           portion of the amortization period of the capital
                           improvement which falls within the Term.

                  If Landlord incurs Expenses for the Property together with one
                  or more other buildings or properties, whether pursuant to a
                  reciprocal easement agreement, common area agreement or
                  otherwise, the shared costs and expenses otherwise permitted
                  or included in the meaning of "Expenses" shall be equitably
                  prorated and apportioned between the Property and the other
                  buildings or properties. Notwithstanding the foregoing, for
                  purposes of computing Tenant's Pro Rata Share of Expenses, the
                  Controllable Expenses (hereinafter defined) shall not increase
                  by more than 6% per calendar year determined for each calendar
                  year on a non-compounding and non-cumulative basis over the
                  course of the Term. In other words, Controllable Expenses for
                  the first calendar year after the Base Year shall not exceed
                  106% of the Controllable Expenses for the Base Year.
                  Controllable Expenses for the second calendar year after the
                  Base Year shall not exceed 106% of the lesser of the actual
                  Controllable Expenses or the limit on Controllable Expenses
                  for the first calendar year after the Base Year, etc. By way
                  of illustration, if Controllable Expenses were $10.00 per
                  rentable square for the Base Year, then Controllable Expenses
                  for the first (1st) calendar year following the Base Year
                  shall not exceed $10.60 per rentable square foot, and if
                  actual Controllable Expenses are $10.10 per rentable square
                  foot in such first calendar year, Controllable Expenses for
                  the second calendar year following the Base Year shall not
                  exceed $10.71 per rentable square foot. "Controllable
                  Expenses" shall mean all Expenses exclusive of the cost of
                  insurance, utilities and capital improvements.

                  Expenses shall not include: Taxes, the cost of capital
                  improvements or capital expenditures (except as set forth
                  above); depreciation; interest (except as provided above for
                  the amortization of capital improvements); principal payments
                  of mortgage and other non-operating debts of Landlord; the
                  cost of repairs or other work to the extent Landlord is
                  reimbursed by insurance or condemnation proceeds; costs in
                  connection with leasing space in the Building, including
                  brokerage commissions; lease concessions, including rental
                  abatements and construction allowances, granted to specific
                  tenants; costs incurred in connection with the sale, financing
                  or refinancing of the Building; fines, interest and penalties
                  incurred due to the late payment of Taxes (defined in Section
                  IV.D) or Expenses; organizational expenses associated with the
                  creation and operation of the entity which constitutes
                  Landlord; or any penalties or damages that Landlord pays to
                  Tenant under this Lease or to other tenants in the Building
                  under their respective leases.

                  Expenses shall also exclude the following:

                  a.       Rental concessions granted to specific tenants and
                           expenses incurred in renovating or otherwise
                           improving or decorating, painting, or redecorating
                           space for specific tenants, other than ordinary
                           repairs and maintenance provided to all tenants.

                  b.       All items (including repairs) and services for which
                           Tenant or other tenants pay directly to third parties
                           or for which Tenant or other tenants reimburse (or
                           are required to reimburse) Landlord (other than
                           through Expenses).

                  c.       Costs, fines, interest, and penalties incurred due to
                           the late payments of taxes, utility bills and other
                           costs incurred by Landlord's failure to make such
                           payments when due unless such failure is due to
                           Landlord's good faith and reasonable efforts in
                           contesting the amount of such payments.

                  d.       The cost or expense of any services or benefits
                           provided to other tenants in the Building and not
                           provided or available to Tenant.


                                       7
<PAGE>   10

                  e.       Payments for rented equipment, the cost of which
                           would constitute a capital expenditure if the
                           equipment were purchased, in which event, Section
                           IV.C.6 above would govern the determination of
                           whether such costs are included in Expenses.

                  f.       Any fines or penalties incurred as a result of
                           violation by Landlord of any law, order, rule or
                           regulation of any governmental authority.

                  g.       Any expenses for which Landlord has received actual
                           reimbursement (other than through Expenses).

                  h.       Any cost or expense related to removal, cleaning,
                           abatement or remediation of "hazardous materials" in
                           or about the Building, Common Area or Property,
                           including, without limitation, hazardous substances
                           in the ground water or soil, except to the extent
                           such removal, cleaning, abatement or remediation is
                           related to the general repair and maintenance of the
                           Building, Common Area or Property.

                  i.       All costs associated with the operation of the
                           business of the ownership or entity which constitutes
                           "Landlord" (as distinguished from the costs of
                           operating, maintaining, repairing and managing the
                           Building) including, but not limited to, Landlord's
                           general corporate overhead and general administrative
                           expenses.

                  j.       Costs incurred by Landlord in connection with the
                           correction of defects in design and original
                           construction of the Building or other structural
                           defects of the Building.

                  k.       Any fines, costs, penalties or interest resulting
                           from the adjudicated negligence or adjudicated
                           willful misconduct of the Landlord or its agents,
                           contractors, or employees.

                  l.       Ground lease rental

                  m.       Costs incurred by Landlord for the repair of damage
                           to the Building, to the extent that Landlord is
                           reimbursed for such costs by insurance proceeds,
                           judgments or other third party sources.

                  n.       To the extent that parking revenues exceed parking
                           expenses, the costs incurred in owning (although
                           capital expenditures shall be excluded except to the
                           extent properly included pursuant to Section IV.C.6
                           above), operating, maintaining and repairing any
                           underground or above-ground parking garage and/or any
                           other parking facilities associated with the
                           Building.

                  If the Building is not at least 95% occupied during any
                  calendar year or if Landlord is not supplying services to at
                  least 95% of the total Rentable Square Footage of the Building
                  at any time during a calendar year, Expenses shall, at
                  Landlord's option, be determined as if the Building had been
                  95% occupied and Landlord had been supplying services to 95%
                  of the Rentable Square Footage of the Building during that
                  calendar year. If Tenant pays for its Pro Rata Share of
                  Expenses based on increases over a "Base Year" and Expenses
                  for a calendar year are determined as provided in the prior
                  sentence, Expenses for the Base Year shall also be determined
                  as if the Building had been 95% occupied and Landlord had been
                  supplying services to 95% of the Rentable Square Footage of
                  the Building. The extrapolation of Expenses under this Section
                  shall be performed by appropriately adjusting the cost of
                  those components of Expenses that are impacted by changes in
                  the occupancy of the Building. In no event shall Landlord be
                  entitled to a reimbursement from tenants for Expenses in
                  excess of 100% of the cost actually paid or incurred for
                  Expenses in any applicable calendar year.

         D.       Taxes Defined. "Taxes" shall mean: (1) all real estate taxes
                  and other assessments on the Building and/or Property,
                  including, but not limited to, assessments for special
                  improvement districts and building improvement


                                       8
<PAGE>   11

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

         E.       Audit Rights. Tenant may, within 150 days after receiving
                  Landlord's statement of Expenses, give Landlord written notice
                  ("Review Notice") that Tenant intends to review Landlord's
                  records of the Expenses for that calendar year. Within a
                  reasonable time after receipt of the Review Notice, Landlord
                  shall make all pertinent records available for inspection that
                  are reasonably necessary for Tenant to conduct its review. If
                  any records are maintained at a location other than the office
                  of the Building, Tenant may either inspect the records at such
                  other location or pay for the reasonable cost of copying and
                  shipping the records. If Tenant retains an agent to review
                  Landlord's records, the agent must be with a licensed CPA
                  firm. However, notwithstanding the foregoing, Landlord agrees
                  that Tenant may retain a third party agent to review
                  Landlord's books and records which third party agent is not a
                  CPA firm, so long as the third party agent retained by Tenant
                  shall have expertise in and familiarity with general industry
                  practice with respect to the operation of and accounting for a
                  first class office building and whose compensation shall in no
                  way be contingent upon or correspond to the financial impact
                  on Tenant resulting from the review. Tenant shall be solely
                  responsible for all costs, expenses and fees incurred for the
                  audit. Within 60 days after the records are made available to
                  Tenant, Tenant shall have the right to give Landlord written
                  notice (an "Objection Notice") stating in reasonable detail
                  any objection to Landlord's statement of Expenses for that
                  year. If Tenant fails to give Landlord an Objection Notice
                  within the 60 day period or fails to provide Landlord with a
                  Review Notice within the 150 day period described above,
                  Tenant shall be deemed to have approved Landlord's statement
                  of Expenses and shall be barred from raising any claims
                  regarding the Expenses for that year. If Tenant provides
                  Landlord with a timely Objection Notice, Landlord and Tenant
                  shall work together in good faith to resolve any issues raised
                  in Tenant's Objection Notice. If Landlord and Tenant determine
                  that Expenses for the calendar year are less than reported,
                  Landlord shall provide Tenant with a credit against the next
                  installment of Rent in the amount of the overpayment by
                  Tenant. Likewise, if Landlord and Tenant determine that
                  Expenses for the calendar year are greater than reported,
                  Tenant shall pay Landlord the amount of any underpayment
                  within 30 days. In addition, if Landlord and Tenant determine
                  that Expenses for the Building for the year in question were
                  less than stated by more than 5%, Landlord, within 30 days
                  after its receipt of paid invoices therefor from Tenant, shall
                  reimburse Tenant for any reasonable amounts paid by Tenant to
                  third parties in connection with such review by Tenant. The
                  records obtained by Tenant shall be treated as confidential.
                  In no event shall Tenant be permitted to examine Landlord's
                  records or to dispute any statement of Expenses unless Tenant
                  has paid and continues to pay all Rent when due.


                                       9
<PAGE>   12

V.       COMPLIANCE WITH LAWS; USE.

         A.       The Premises shall be used only for the Permitted Use and for
                  no other use whatsoever. Tenant shall not use or permit the
                  use of the Premises for any purpose which is illegal,
                  dangerous to persons or property or which, in Landlord's
                  reasonable opinion, unreasonably disturbs any other tenants of
                  the Building or interferes with the operation of the Building.
                  Tenant shall comply with all Laws, including the Americans
                  with Disabilities Act, regarding the operation of Tenant's
                  business and the use, condition, configuration and occupancy
                  of the Premises. Tenant, within 10 days after receipt, shall
                  provide Landlord with copies of any notices it receives
                  regarding a violation or alleged violation of any Laws.
                  Landlord, at its sole cost and expense (except to the extent
                  properly included in Expenses), shall be responsible for
                  correcting any violations of Title III of the Americans with
                  Disabilities Act with respect to the Common Areas of the
                  Building and the restroom facilities and elevator lobbies
                  within the Premises, provided that Landlord's obligation with
                  respect to the restroom facilities and elevator lobbies within
                  the Premises shall be limited to violations that arise out of
                  the Landlord Lobby Work (as described in EXHIBIT D) and/or the
                  condition of such portion of the Premises prior to any
                  improvements performed by Tenant in such portions of the
                  Premises and the installation of any furniture, equipment and
                  other personal property of Tenant within such portion of the
                  Premises. Notwithstanding the foregoing, Landlord shall have
                  the right to contest any alleged violation in good faith,
                  including, without limitation, the right to apply for and
                  obtain a waiver or deferment of compliance, the right to
                  assert any and all defenses allowed by law and the right to
                  appeal any decisions, judgments or rulings to the fullest
                  extent permitted by law. Landlord, after the exhaustion of any
                  and all rights to appeal or contest, will make all repairs,
                  additions, alterations or improvements necessary to comply
                  with the terms of any final order or judgment. Notwithstanding
                  the foregoing, Tenant, not Landlord, shall be responsible for
                  the correction of any violations that arise out of or in
                  connection with any claims brought under any provision of the
                  Americans with Disabilities Act other than Title III, the
                  specific nature of Tenant's business in the Premises (other
                  than general office use), the acts or omissions of Tenant, its
                  agents, employees or contractors, Tenant's arrangement of any
                  furniture, equipment or other property in the Premises, any
                  repairs, alterations, additions or improvements performed by
                  or on behalf of Tenant (other than the Landlord Lobby Work)
                  and any design or configuration of the Premises specifically
                  requested by Tenant after being informed that such design or
                  configuration may not be in strict compliance with the ADA.

         B.       Tenant shall comply with the rules and regulations of the
                  Building attached as EXHIBIT B and such other reasonable rules
                  and regulations adopted by Landlord from time to time. Tenant
                  shall also cause its agents, contractors, subcontractors,
                  employees, customers, and subtenants to comply with all rules
                  and regulations. Landlord shall not knowingly discriminate
                  against Tenant in Landlord's enforcement of the rules and
                  regulations. The rules and regulations shall be generally
                  applicable, and generally applied in the same manner, to all
                  tenants of the Building.

VI.      SECURITY DEPOSIT.

         The Security Deposit, if any, shall be delivered to Landlord upon the
execution of this Lease by Tenant and shall be held by Landlord without
liability for interest (unless required by Law) as security for the performance
of Tenant's obligations. The Security Deposit is not an advance payment of Rent
or a measure of Tenant's liability for damages. Landlord may, from time to time,
without prejudice to any other remedy, use all or a portion of the Security
Deposit to satisfy past due Rent or to cure any uncured default by Tenant. If
Landlord uses the Security Deposit, Tenant shall on demand restore the Security
Deposit to its original amount. Landlord shall return any unapplied portion of
the Security Deposit to Tenant within 45 days after the later to occur of: (1)
the determination of Tenant's Pro Rata Share of any Tax Excess and Expense
Excess for the final year of the Term; (2) the date Tenant surrenders possession
of the Premises to Landlord in accordance with this Lease; or (3) the
Termination Date. If Landlord transfers its interest in the Premises, Landlord
may assign the Security Deposit to the transferee and, following the assignment,
Landlord shall have no further liability for the return of



                                       10
<PAGE>   13

the Security Deposit. Landlord shall not be required to keep the Security
Deposit separate from its other accounts.

VII.     SERVICES TO BE FURNISHED BY LANDLORD.

         A.       Landlord agrees to furnish Tenant with the following services:
                  (1) Hot and cold water service for use in the lavatories on
                  each floor on which the Premises are located; (2) Heat and air
                  conditioning in season during Normal Business Hours in
                  accordance with the specifications attached hereto as EXHIBIT
                  F or as otherwise required by governmental authority, provided
                  that Landlord shall not be liable for any failure to maintain
                  the temperature ranges set forth in EXHIBIT F to the extent
                  that such failure arises out of either (a) an excess density
                  or electrical load within the Premises beyond any density or
                  load limits specified in this Lease, or (b) modifications
                  performed to the HVAC system by Tenant or any contractors
                  retained by Tenant, or (c) Tenant's failure to keep the window
                  covering in the Premises closed during appropriate times when
                  such portions of the Premises are exposed to direct sunlight,
                  it being agreed that Landlord and Tenant shall work
                  cooperatively with one another regarding a reasonable
                  determination as to when such window coverings should be
                  closed. Tenant, upon such advance notice as is reasonably
                  required by Landlord, shall have the right to receive HVAC
                  service during hours other than Normal Business Hours. Tenant
                  shall pay Landlord the standard charge for the additional
                  service as reasonably determined by Landlord from time to
                  time. As of the date hereof, Landlord's charge for after hours
                  heating and air conditioning service is $46.50 per hour for
                  the first floor (or portion thereof) requested by Tenant, and
                  $16.50 per hour for each additional floor (or portion thereof)
                  requested by Tenant; (3) Maintenance and repair of the
                  Property as described in Section IX.B.; (4) Janitor service on
                  Business Days in accordance with the cleaning specifications
                  attached hereto as EXHIBIT G, or such other reasonably
                  comparable specifications designated by Landlord from time to
                  time. If Tenant's use, floor covering or other improvements
                  require special services in excess of the standard services
                  for the Building, Tenant shall pay the additional cost
                  attributable to the special services; (5) Elevator service;
                  (6) Electricity to the Premises for general office use, in
                  accordance with and subject to the terms and conditions in
                  Article X; (7) Security to the Building, which may be provided
                  through a security system involving any one or a combination
                  of cameras, monitoring devices or guards, sign-in or
                  identification procedures or other comparable system; (8)
                  Replacement of Building standard fluorescent light bulbs/tubes
                  in Building standard light fixtures within the Premises; and
                  (9) such other services as Landlord reasonably determines are
                  necessary or appropriate for the Property.

         B.       Landlord's failure to furnish, or any interruption or
                  termination of, services due to the application of Laws, the
                  failure of any equipment, the performance of repairs,
                  improvements or alterations, or the occurrence of any event or
                  cause beyond the reasonable control of Landlord (a "Service
                  Failure") shall not render Landlord liable to Tenant,
                  constitute a constructive eviction of Tenant, give rise to an
                  abatement of Rent, nor relieve Tenant from the obligation to
                  fulfill any covenant or agreement. However, if the Premises,
                  or a material portion of the Premises, is made untenantable
                  for a period in excess of 3 consecutive Business Days as a
                  result of the Service Failure, then Tenant, as its sole
                  remedy, shall be entitled to receive an abatement of Rent
                  payable hereunder during the period beginning on the 4th
                  consecutive Business Day of the Service Failure and ending on
                  the day the service has been restored. If the entire Premises
                  has not been rendered untenantable by the Service Failure, the
                  amount of abatement that Tenant is entitled to receive shall
                  be prorated based upon the percentage of the Premises rendered
                  untenantable and not used by Tenant. In no event, however,
                  shall Landlord be liable to Tenant for any loss or damage,
                  including the theft of Tenant's Property (defined in Article
                  XV), arising out of or in connection with the failure of any
                  security services, personnel or equipment. Notwithstanding the
                  foregoing, if a Service Failure (a) continues for 60
                  consecutive days after the Service Failure; and (b) is not
                  being diligently remedied by Landlord, Tenant, as its sole
                  remedy, shall have the right to elect to terminate this Lease
                  within 10 days after the expiration of said 60 day period
                  without penalty, by delivering written notice to Landlord of
                  its election thereof; provided, however, if Landlord is
                  diligently pursuing the repair or restoration of the service,
                  Tenant shall not be


                                       11
<PAGE>   14

                  entitled to terminate the Lease but rather Tenant's sole
                  remedy shall be to abate Rent as provided above.

VIII.    LEASEHOLD IMPROVEMENTS.

         All improvements to the Premises (collectively, "Leasehold
Improvements") shall be owned by Landlord and shall remain upon the Premises
without compensation to Tenant. However, Landlord, by written notice to Tenant
within 30 days prior to the Termination Date (or at least 90 days prior to the
Termination Date if Tenant requests in writing at least 100 days prior to the
Termination Date that Landlord provide such written notice to Tenant on or
before such 90 day period) require Tenant to remove, at Tenant's expense: (1)
Cable (defined in Section IX.A) installed by or for the exclusive benefit of
Tenant and located in the Premises or other portions of the Building; and (2)
any Leasehold Improvements that are performed by or for the benefit of Tenant
and, in Landlord's reasonable judgment, are of a nature that would require
removal and repair costs that are materially in excess of the removal and repair
costs associated with standard office improvements (collectively referred to as
"Required Removables"). Without limitation, it is agreed that Required
Removables include internal stairways, raised floors, personal baths and
showers, vaults, rolling file systems and structural alterations and
modifications of any type. The Required Removables designated by Landlord shall
be removed by Tenant before the Termination Date, provided that upon prior
written notice to Landlord, Tenant may remain in the Premises for up to 5 days
after the Termination Date for the sole purpose of removing the Required
Removables, but in no event shall any such holdover in the Premises constitute
or create a tenancy-at-will under existing applicable law. Tenant's possession
of the Premises shall be subject to all of the terms and conditions of this
Lease, including the obligation to pay Rent on a per diem basis at the rate in
effect for the last month of the Term. Tenant shall repair damage caused by the
installation or removal of Required Removables. If Tenant fails to remove any
Required Removables or perform related repairs in a timely manner, Landlord, at
Tenant's expense, may remove and dispose of the Required Removables and perform
the required repairs. Tenant, within 30 days after receipt of an invoice, shall
reimburse Landlord for the reasonable costs incurred by Landlord.
Notwithstanding the foregoing, Tenant, at the time it requests approval for a
proposed Alteration (defined in Section IX.C), including any Initial Alterations
(as defined in EXHIBIT D), may request in writing that Landlord advise Tenant
whether the Alteration or any portion of the Alteration must be removed upon
termination of this Lease. Within 10 days after receipt of Tenant's request,
Landlord shall advise Tenant in writing as to which portions of the Alteration,
if any, will be required to be removed upon termination of this Lease.

IX.      REPAIRS AND ALTERATIONS.

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

         B.       Landlord's Repair Obligations. Landlord shall keep and
                  maintain in good repair and working order and make repairs to
                  and perform maintenance upon: (1) structural elements of the
                  Building; (2) mechanical (including HVAC), electrical,
                  plumbing and fire/life safety systems serving the Building in
                  general; (3) Common Areas; (4) the roof of the Building; (5)
                  exterior windows and other exterior components of the
                  Building; (6) elevators serving the Building; and


                                       12
<PAGE>   15

                  (7) the surface parking area servicing the Building. Landlord
                  shall promptly make repairs (considering the nature and
                  urgency of the repair) for which Landlord is responsible.

         C.       Alterations. Tenant shall not make alterations, additions or
                  improvements to the Premises or install any Cable in the
                  Premises or other portions of the Building (collectively
                  referred to as "Alterations") without first obtaining the
                  written consent of Landlord in each instance, which consent
                  shall not be unreasonably withheld, conditioned or delayed.
                  However, Landlord's consent shall not be required for any
                  Alteration that satisfies all of the following criteria (a
                  "Cosmetic Alteration"): (1) is of a cosmetic nature such as
                  painting, wallpapering, hanging pictures and installing
                  carpeting; (2) is not visible from the exterior of the
                  Premises or Building; (3) will not affect the systems or
                  structure of the Building; and (4) does not require work to be
                  performed inside the walls or above the ceiling of the
                  Premises. However, even though consent is not required, the
                  performance of Cosmetic Alterations shall be subject to all
                  the other provisions of this Section IX.C. Prior to starting
                  work, Tenant shall furnish Landlord with plans and
                  specifications reasonably acceptable to Landlord; names of
                  contractors reasonably acceptable to Landlord (provided that
                  Landlord may designate specific contractors with respect to
                  Building systems); copies of contracts; necessary permits and
                  approvals; evidence of contractor's and subcontractor's
                  insurance in amounts reasonably required by Landlord; and any
                  security for performance that is reasonably required by
                  Landlord. Changes to the plans and specifications must also be
                  submitted to Landlord for its approval. Alterations shall be
                  constructed in a good and workmanlike manner using materials
                  of a quality that is at least equal to the quality designated
                  by Landlord as the minimum standard for the Building. Landlord
                  may designate reasonable rules, regulations and procedures for
                  the performance of work in the Building and, to the extent
                  reasonably necessary to avoid disruption to the occupants of
                  the Building, shall have the right to designate the time when
                  Alterations may be performed. Tenant shall reimburse Landlord
                  within 30 days after receipt of an invoice for all reasonable
                  actual sums paid by Landlord for third party examination of
                  Tenant's plans for non-Cosmetic Alterations. In addition,
                  within 30 days after receipt of an invoice from Landlord,
                  Tenant shall pay Landlord a fee for Landlord's oversight and
                  coordination of any non-Cosmetic Alterations equal to the
                  actual reasonable cost incurred by Landlord with respect to
                  any third party professionals that Landlord is required to
                  retain in connection with the supervision of such non-Cosmetic
                  Alterations plus (i) with respect to non-Cosmetic Alterations
                  installed as part of the Initial Alterations (described in
                  EXHIBIT D) in the initial Premises or installed as part of the
                  initial alterations in any subsequent or additional space
                  added to the initial Premises, $1,000.00 for the first 24
                  hours that Landlord's personnel spends supervising such work
                  and $41.66 per hour for every hour thereafter that Landlord's
                  personnel spends supervising such work, or (ii) 3% of the cost
                  of any non-Cosmetic Alterations installed subsequent to the
                  Initial Alterations in the initial Premises or installed
                  subsequent to any initial alterations in any subsequent or
                  additional space added to the initial Premises. Upon
                  completion, Tenant shall furnish "as-built" plans (except for
                  Cosmetic Alterations), completion affidavits, full and final
                  waivers of lien and receipted bills covering all labor and
                  materials. Tenant shall assure that the Alterations comply
                  with all insurance requirements and Laws. Landlord's approval
                  of an Alteration shall not be a representation by Landlord
                  that the Alteration complies with applicable Laws or will be
                  adequate for Tenant's use.

         D.       Landlord may require Tenant to install one or more
                  supplemental HVAC unit(s) in any portion of the Premises
                  (including, in particular, any telephone service or telephone
                  conferencing area and any computer or data room or facility)
                  which will generate an excessive amount of heat, whether due
                  to its occupancy or use or any other cause. The supplemental
                  HVAC units must be approved by Landlord and be installed in a
                  location and manner approved by Landlord and shall be subject
                  to the terms of Section XII of EXHIBIT E. The cost to install,
                  maintain, repair and remove any supplemental HVAC units shall
                  be paid by Tenant.


                                       13
<PAGE>   16

X.       USE OF ELECTRICAL SERVICES BY TENANT.

         A.       Electricity used by Tenant in the Premises shall, at
                  Landlord's option, be paid for by Tenant either: (1) through
                  inclusion in Expenses (except as provided in Section X.B. for
                  excess usage); (2) by a separate charge payable by Tenant to
                  Landlord within 30 days after billing by Landlord; or (3) by
                  separate charge billed by the applicable utility company and
                  payable directly by Tenant. Electrical service to the Premises
                  may be furnished by one or more companies providing electrical
                  generation, transmission and distribution services, and the
                  cost of electricity may consist of several different
                  components or separate charges for such services, such as
                  generation, distribution and stranded cost charges. Landlord
                  shall have the exclusive right to select any company providing
                  electrical service to the Premises, to aggregate the
                  electrical service for the Property and Premises with other
                  buildings, to purchase electricity through a broker and/or
                  buyers group and to change the providers and manner of
                  purchasing electricity. Landlord shall be entitled to receive
                  a fee (if permitted by Law) for the selection of utility
                  companies and the negotiation and administration of contracts
                  for electricity, provided that such fee during any particular
                  calendar year shall not exceed 50% of any savings obtained by
                  Landlord with respect to such calendar year. In addition, if
                  Landlord bills Tenant directly for the cost of electricity as
                  an inclusion in Expenses or as Additional Rent, the cost of
                  electricity may include (if permitted by Law) an
                  administrative fee to reimburse Landlord for the cost of
                  reading meters, preparing invoices and related costs, which
                  administrative fee shall not exceed 15% of "Tenant's Total
                  Excess Electricity Cost", which shall mean the cost of
                  Tenant's Excess Electricity Usage (as defined in X.B. below),
                  based upon Landlord's average per kilowatt hour cost for
                  electricity for the Building. However, in no event will
                  Tenant's Total Excess Electricity Cost, plus the foregoing
                  fee, exceed the cost which Tenant would incur for Tenant's
                  Excess Electricity Usage if it were a direct retail customer
                  of Georgia Power Company or its successors, based upon the
                  tariffs that have been publicly filed with the Georgia Public
                  Service Commission.

         B.       Tenant's use of electrical service shall not exceed, either in
                  voltage, rated capacity, use beyond Normal Business Hours or
                  overall load, that which Landlord deems to be standard for the
                  Building. Any such excess use by Tenant is referred to as
                  "Tenant's Excess Electricity Usage". For purposes hereof, the
                  "electrical standard" for the Building is: (1) a design load
                  of 2.3 watts per net usable square feet for 120/208 volts for
                  receptacle and incandescent lighting loads; (2) a design load
                  of 3.5 watts per net usable square feet for 277/480 volts for
                  lighting loads; and (3) a consumption of 5.8 watts per net
                  usable square feet of net usable area within the Premises at
                  60% of the calculated 120/208 load capacity. Landlord hereby
                  confirms that the foregoing standard is sufficient to support
                  a density of 1 person for every 150 square feet, assuming (i)
                  each person is utilizing no more electricity than would be
                  required to operate a personal computer, a personal calculator
                  and under-cubicle lighting during Normal Business Hours, and
                  (ii) such space contains only standard general office
                  equipment (fax machines, printers, copiers or similar
                  equipment) operated during Normal Business Hours in quantities
                  and of types and sizes as Landlord, in its reasonable
                  discretion, deems to be within the electrical standard for the
                  Building, as described above, considering the electrical usage
                  per item (i) above in this sentence. If Tenant requests
                  permission to consume excess electrical service, Landlord may
                  condition consent upon conditions that Landlord reasonably
                  elects (including, without limitation, the installation of
                  utility service upgrades, meters, submeters, air handlers or
                  cooling units), and the additional usage (to the extent
                  permitted by Law), installation and maintenance costs shall be
                  paid by Tenant. [Note: If Tenant provides Landlord with a list
                  describing the equipment requiring electricity that Tenant
                  intends to install in the Premises, including the amps and
                  voltage each piece of equipment draws, Landlord shall review
                  the list to determine whether the use of the listed equipment
                  is within the electrical standard for the Building.] Landlord
                  shall have the right to separately meter electrical usage for
                  the Premises and to measure electrical usage by survey or
                  other commonly accepted methods.


                                       14
<PAGE>   17

XI.      ENTRY BY LANDLORD.

         A.       Landlord, its agents, contractors and representatives may
                  enter the Premises to inspect or show the Premises, to clean
                  and make repairs, alterations or additions to the Premises,
                  and to conduct or facilitate repairs, alterations or additions
                  to any portion of the Building, including other tenants'
                  premises. Except in emergencies or to provide janitorial and
                  other Building services after Normal Business Hours, Landlord
                  shall provide Tenant with reasonable prior notice of entry
                  into the Premises, which may be given orally to the office
                  manager or other person within the Premises designated from
                  time to time by Tenant. If reasonably necessary for the
                  protection and safety of Tenant and its employees, Landlord
                  shall have the right to temporarily close all or a portion of
                  the Premises to perform repairs, alterations and additions.
                  However, except in emergencies, Landlord will not close the
                  Premises if the work can reasonably be completed on weekends
                  and after Normal Business Hours. Entry by Landlord shall not
                  constitute constructive eviction or entitle Tenant to an
                  abatement or reduction of Rent. Notwithstanding the foregoing,
                  if Landlord temporarily closes the Premises as provided above
                  for a period in excess of 3 consecutive days, Tenant, as its
                  sole remedy, shall be entitled to receive a per diem abatement
                  of Base Rent during the period beginning on the 4th
                  consecutive day of closure and ending on the date on which the
                  Premises are returned to Tenant in a tenantable condition. In
                  addition to the foregoing, if Landlord closes the Premises for
                  90 consecutive day(s) pursuant to this Section (and such
                  closure is not due to a casualty, in which case Article XVII
                  shall control with respect to such matter) and such repairs
                  necessitating such closure are not being diligently pursued by
                  Landlord, Tenant, as its sole remedy, shall have the right to
                  elect to terminate this Lease within 10 days after the
                  expiration of said 90 day period without penalty, by
                  delivering written notice to Landlord of its election thereof;
                  provided, however, if Landlord is diligently pursuing the
                  repair or restoration of the Premises, Tenant shall not be
                  entitled to terminate the Lease but rather Tenant's sole
                  remedy shall be to abate Rent as provided above. Tenant,
                  however, shall not be entitled to an abatement or the
                  termination right under this Section if the repairs,
                  alterations and/or additions to be performed are required as a
                  result of the acts or omissions of Tenant, its agents,
                  employees or contractors, including, without limitation, a
                  default by Tenant in its maintenance and repair obligations
                  under the Lease.

         B.       Notwithstanding the foregoing, Tenant, at its own expense, may
                  provide its own locks to an area within the Premises to be
                  used by Tenant as its data center, as shown on the plans for
                  the Initial Alterations to be approved by Landlord, as
                  described in EXHIBIT D ("Secured Area"). Tenant shall furnish
                  Landlord with a key to the Secured Area and, upon the
                  expiration or earlier termination of this Lease, Tenant shall
                  surrender all keys to the Secured Area to Landlord. If
                  Landlord must gain access to the Secured Area in a
                  non-emergency situation, Landlord shall contact Tenant and
                  Landlord and Tenant shall arrange a mutually agreed upon time
                  for Landlord to do so. Landlord shall comply with all
                  reasonable security measures pertaining to the Secured Area.
                  If Landlord determines in its sole discretion that an
                  emergency in the Building or the Premises, including, without
                  limitation, a suspected fire or flood, requires Landlord to
                  gain access to the Secured Area, Tenant hereby authorizes
                  Landlord to enter the Secured Area. In such event, Landlord
                  shall have no liability whatsoever to Tenant. Landlord shall
                  have no obligation to provide either janitorial service or
                  cleaning in the Secured Area.

XII.     ASSIGNMENT AND SUBLETTING.

         A.       Except in connection with a Permitted Transfer (defined in
                  Section XII.E. below), Tenant shall not assign, sublease,
                  transfer or encumber any interest in this Lease or allow any
                  third party to use any portion of the Premises (collectively
                  or individually, a "Transfer") without the prior written
                  consent of Landlord, which consent shall not be unreasonably
                  withheld, conditioned or delayed. Without limitation, it is
                  agreed that Landlord's consent shall not be considered
                  unreasonably withheld if: (1) the proposed transferee's
                  financial condition does not meet the criteria Landlord uses
                  to select Building tenants having similar leasehold
                  obligations; (2) the proposed transferee's business is not
                  suitable for



                                       15
<PAGE>   18

                  the Building considering the business of the other tenants and
                  the Building's prestige, or would result in a violation of
                  another tenant's rights; (3) the proposed transferee is a
                  governmental agency or occupant of the Building; (4) Tenant is
                  then in default after the expiration of the notice and cure
                  periods in this Lease; or (5) any portion of the Building or
                  Premises would likely become subject to additional or
                  different Laws as a consequence of the proposed Transfer. Any
                  attempted Transfer in violation of this Article shall, at
                  Landlord's option, be void. Consent by Landlord to one or more
                  Transfer(s) shall not operate as a waiver of Landlord's rights
                  to approve any subsequent Transfers. In no event shall any
                  Transfer or Permitted Transfer release or relieve Tenant from
                  any obligation under this Lease.

         B.       As part of its request for Landlord's consent to a Transfer,
                  Tenant shall provide Landlord with financial statements for
                  the proposed transferee, a complete copy of the proposed
                  assignment, sublease and other contractual documents and such
                  other information as Landlord may reasonably request. Landlord
                  shall, by written notice to Tenant as soon as reasonably
                  possible, but in any event within 30 days of its receipt of
                  the required information and documentation, consent to the
                  Transfer by the execution of a consent agreement in a form
                  reasonably designated by Landlord or reasonably refuse to
                  consent to the Transfer in writing. Any such termination shall
                  be effective on the proposed effective date of the Transfer
                  for which Tenant requested consent. Tenant shall pay Landlord
                  a review fee of $750.00 for Landlord's review of any Permitted
                  Transfer or requested Transfer, provided if Landlord's actual
                  reasonable costs and expenses (including reasonable attorney's
                  fees) exceed $750.00, Tenant shall reimburse Landlord for its
                  actual reasonable costs and expenses in lieu of a fixed review
                  fee.

         C.       Tenant shall pay Landlord 50% of all rent and other
                  consideration which Tenant receives as a result of a Transfer
                  that is in excess of the Rent payable to Landlord for the
                  portion of the Premises and Term covered by the Transfer.
                  Tenant shall pay Landlord for Landlord's share of any excess
                  within 30 days after Tenant's receipt of such excess
                  consideration. Tenant may deduct from the excess all
                  reasonable and customary expenses directly incurred by Tenant
                  attributable to the Transfer (including Landlord's review
                  fee), including brokerage fees, reasonable marketing expenses,
                  legal fees and construction costs. If Tenant is in Monetary
                  Default (defined in Section XIX.A. below), Landlord may
                  require that all sublease payments be made directly to
                  Landlord, in which case Tenant shall receive a credit against
                  Rent in the amount of any payments received (less Landlord's
                  share of any excess, adjusted to reflect Tenant's expenses as
                  provided in the immediately preceding sentence). However, by
                  accepting any such payments directly from the subtenant,
                  whether as a result of the foregoing or otherwise, Landlord
                  does not waive any claims against the Tenant hereunder or
                  release Tenant from any obligations under this Lease, nor
                  recognize the subtenant as the tenant under the Lease.

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

         E.       Tenant may assign its entire interest under this Lease to a
                  successor to Tenant by purchase, merger, consolidation or
                  reorganization without the consent of Landlord, provided that
                  all of the following conditions are satisfied (a "Permitted
                  Transfer" and any such transferee a "Permitted Transferee"):
                  (1) Tenant is not in default under this Lease; (2) Tenant's
                  successor shall own all or substantially all of the assets of
                  Tenant; (3) Tenant's successor shall have a net worth which is
                  at least equal to Tenant's net worth at the date of this
                  Lease; (4) the Permitted Use does not allow the Premises to be
                  used for retail purposes; and (5) Tenant shall give Landlord
                  written notice at least 30 days prior to the effective date of
                  the proposed purchase, merger, consolidation or
                  reorganization. Tenant's notice to


                                       16
<PAGE>   19

                  Landlord shall include information and documentation showing
                  that each of the above conditions has been satisfied. If
                  requested by Landlord, Tenant's successor shall sign a
                  commercially reasonable form of assumption agreement.

XIII.    LIENS.

         Tenant shall not permit mechanic's or other liens to be placed upon the
Property, Premises or Tenant's leasehold interest in connection with any work or
service done or purportedly done by or for benefit of Tenant or Tenant's
subtenant. If a lien is so placed, Tenant shall, within 10 days after the date
Tenant becomes aware of the filing of the lien or within 10 days of notice from
Landlord of the filing of the lien, whichever is first, fully discharge the lien
by settling the claim which resulted in the lien or by bonding or insuring over
the lien in the manner prescribed by the applicable lien Law. Unless Landlord
gave Tenant notice of the lien, Tenant shall promptly give Landlord notice of
the lien after becoming aware of same. If Tenant fails to so bond, insure over
or discharge the lien, then, in addition to any other right or remedy of
Landlord, Landlord may bond or insure over the lien or otherwise discharge the
lien. Tenant shall reimburse Landlord for any amount paid by Landlord to bond or
insure over the lien or discharge the lien, including, without limitation,
reasonable attorneys' fees (if and to the extent permitted by Law) within 30
days after receipt of an invoice from Landlord.

XIV.     INDEMNITY AND WAIVER OF CLAIMS.

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

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

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

XV.      INSURANCE.

         Tenant shall carry and maintain the following insurance ("Tenant's
Insurance"), at its sole cost and expense: (1) Commercial General Liability
Insurance applicable to the


                                       17
<PAGE>   20

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

XVI.     SUBROGATION.

         Notwithstanding anything in this Lease to the contrary, Landlord and
Tenant hereby waive, and shall cause their respective insurance carriers to
waive, any and all rights of recovery, claim, action or causes of action against
the other and their respective trustees, principals, beneficiaries, partners,
officers, directors, agents, and employees, for any loss or damage that may
occur to Landlord or Tenant or any party claiming by, through or under Landlord
or Tenant, as the case may be, with respect to Tenant's Property, the Building,
the Premises, any additions or improvements to the Building or Premises, or any
contents thereof, including all rights of recovery, claims, actions or causes of
action arising out of the negligence of Landlord or any Landlord Related Parties
or the negligence of Tenant or any Tenant Related Parties, which loss or damage
is (or would have been, had the insurance required by this Lease been carried)
covered by insurance.

XVII.    CASUALTY DAMAGE.

         A.       If all or any part of the Premises is damaged by fire or other
                  casualty, Tenant shall immediately notify Landlord in writing.
                  During any period of time that all or a material portion of
                  the Premises is rendered untenantable as a result of a fire or
                  other casualty to the Premises or Building, the Rent shall
                  abate for the portion of the Premises that is untenantable and
                  not used by Tenant. Landlord shall have the right to terminate
                  this Lease if: (1) the Building shall be damaged so that, in
                  Landlord's reasonable judgment, substantial alteration or
                  reconstruction of the Building shall be required (whether or
                  not the Premises has been damaged) and such damage cannot
                  reasonably be repaired within 60 days after the date of such
                  fire or other casualty; (2) Landlord is not permitted by Law
                  to rebuild the Building in substantially the same form as
                  existed before the fire or casualty; (3) the Premises have
                  been materially damaged and there is less than 18 months of
                  the Term remaining on the date of the casualty; (4) any
                  Mortgagee requires that the insurance proceeds be applied to
                  the payment of the mortgage debt; or (5) a material uninsured
                  loss to the Building occurs (other than due to Landlord's
                  failure to maintain the All Risk property insurance required
                  to be maintained by Landlord under Article XV of this Lease).
                  Landlord may exercise its right to terminate this Lease by
                  notifying Tenant in writing as soon as reasonably practicable,
                  but in any event within 90 days after the date of the
                  casualty. In addition to Landlord's rights to terminate as
                  provided herein, Tenant shall have the right to terminate this
                  Lease if: (a) all or a material portion of the Premises is
                  rendered untenantable as a result of a fire or other casualty
                  to the


                                       18
<PAGE>   21

                  Premises or Building and such damage cannot reasonably be
                  repaired within 60 days after the date of such fire or other
                  casualty; (b) there is less than 18 months of the Term
                  remaining on the date of such casualty; and (c) Tenant
                  provides Landlord with written notice of its intent to
                  terminate within 20 days after the date Tenant receives
                  Landlord's Completion Estimate (as described in Section XVII.B
                  below). If neither Landlord nor Tenant terminate this Lease,
                  Landlord shall commence and proceed with reasonable diligence
                  to repair and restore the Building and the Leasehold
                  Improvements (excluding any Alterations that were performed by
                  Tenant in violation of this Lease). However, in no event shall
                  Landlord be required to spend more than the insurance proceeds
                  received by Landlord, provided that if Landlord does not have
                  sufficient proceeds to substantially complete the restoration
                  of the Leasehold Improvements in the Premises and Landlord
                  elects not to fund any shortfall, Landlord shall so notify
                  Tenant within 15 days of determination thereof, and Tenant,
                  within 20 days after receipt of such notice, shall have the
                  right to terminate this Lease by the giving of written notice
                  to Landlord. Landlord shall not be liable for any loss or
                  damage to Tenant's Property or to the business of Tenant
                  resulting in any way from the fire or other casualty or from
                  the repair and restoration of the damage. Landlord and Tenant
                  hereby waive the provisions of any Law relating to the matters
                  addressed in this Article, and agree that their respective
                  rights for damage to or destruction of the Premises shall be
                  those specifically provided in this Lease.

         B.       If all or any portion of the Premises shall be made
                  untenantable by fire or other casualty, Landlord shall, with
                  reasonable promptness, cause an architect or general
                  contractor selected by Landlord to provide Landlord and Tenant
                  with a written estimate of the amount of time required to
                  substantially complete the repair and restoration of the
                  Premises and make the Premises tenantable again, using
                  standard working methods ("Completion Estimate"). If the
                  Completion Estimate indicates that the Premises cannot be made
                  tenantable within 180 days from the date the repair and
                  restoration is started, then regardless of anything in Section
                  XVII.A above to the contrary, either party shall have the
                  right to terminate this Lease by giving written notice to the
                  other of such election within 20 days after receipt of the
                  Completion Estimate. Notwithstanding the foregoing, if Tenant
                  was entitled to but elected not to exercise its right to
                  terminate the Lease and Landlord does not substantially
                  complete the repair and restoration of the Premises within the
                  estimated period of time set forth in the Completion Estimate,
                  which period shall be extended to the extent of any
                  Reconstruction Delays, then Tenant may terminate this Lease by
                  written notice to Landlord within 15 days after the expiration
                  of such period, as the same may be extended. For purposes of
                  this Lease, the term "Reconstruction Delays" shall mean: (i)
                  any delays caused by the insurance adjustment process (it
                  being agreed that Landlord shall use reasonable efforts to
                  facilitate such process); (ii) any delays caused by Tenant;
                  and (iii) any delays caused by events of Force Majeure.

XVIII.   CONDEMNATION.

         Either party may terminate this Lease if the whole or any material part
of the Premises shall be taken or condemned for any public or quasi-public use
under Law, by eminent domain or private purchase in lieu thereof (a "Taking").
Landlord and Tenant shall also have the right to terminate this Lease if there
is a Taking of any portion of the Building or Property which would leave the
remainder of the Building unsuitable for use as an office building in a manner
comparable to the Building's use prior to the Taking. In order to exercise its
right to terminate the Lease, Landlord or Tenant, as the case may be, must
provide written notice of termination to the other within 45 days after the
terminating party first receives notice of the Taking. Any such termination
shall be effective as of the date the physical taking of the Premises or the
portion of the Building or Property occurs. If this Lease is not terminated, the
Rentable Square Footage of the Building, the Rentable Square Footage of the
Premises and Tenant's Pro Rata Share shall, if applicable, be appropriately
adjusted. In addition, Rent for any portion of the Premises taken or condemned
shall be abated during the unexpired Term of this Lease effective when the
physical taking of the portion of the Premises occurs. If a Taking results in
all or any portion of the Parking Area (described in Section I of EXHIBIT E)
being unavailable for use such that the parking spaces available for use by
Tenant is less than 6 parking spaces per 1000 rentable square feet in the
Premises, then Landlord will use reasonable efforts to provide Tenant with
alternative parking at other buildings owned by Landlord in the Perimeter Center
project on the west side of Perimeter Center Parkway so that

                                       19
<PAGE>   22
the ratio of parking spaces available for use by Tenant in the Perimeter Center
project within such area is at least equal to the above ratio. All compensation
awarded for a Taking, or sale proceeds, shall be the property of Landlord, any
right to receive compensation or proceeds being expressly waived by Tenant.
However, Tenant may file a separate claim at its sole cost and expense for
Tenant's Property, the value of Tenant's leasehold interest, loss of business
and Tenant's reasonable relocation expenses, provided the filing of the claim
does not diminish the award which would otherwise be receivable by Landlord.

XIX.     EVENTS OF DEFAULT.

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

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

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

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

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

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

XX.      REMEDIES.

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

                  1.       Terminate this Lease, in which case Tenant shall
                           immediately surrender the Premises to Landlord. If
                           Tenant fails to surrender the Premises, Landlord may,
                           in compliance with applicable Law and without
                           prejudice to any other right or remedy, enter upon
                           and take possession of the Premises and expel and
                           remove Tenant, Tenant's Property and any party
                           occupying all or any part of the Premises. Tenant
                           shall pay Landlord on demand the amount of all past
                           due Rent and other losses and damages which Landlord
                           may suffer as a result of Tenant's default, whether
                           by Landlord's inability to relet the Premises on
                           satisfactory terms or otherwise, including, without
                           limitation, all Costs of Reletting (defined below)
                           and any deficiency that may arise from reletting or
                           the failure to relet the Premises. "Costs of
                           Reletting" shall include all costs and expenses
                           incurred by Landlord in reletting or attempting to
                           relet the Premises, including, without limitation,
                           reasonable legal fees, brokerage commissions, the
                           cost of alterations and the value of other
                           concessions or allowances granted to a new tenant.
                           Notwithstanding the foregoing, if Landlord relets the
                           Premises for a term (the "Relet Term") that extends
                           past the stated Termination Date hereof (without
                           consideration of any earlier termination pursuant to
                           this Article XX), the Proratable Costs of



                                       20
<PAGE>   23

                           Reletting (hereinafter defined) shall be applied as
                           provided herein based on the percentage that the
                           length of the Term remaining hereunder on the date
                           Landlord terminates the Lease or Tenant's right to
                           possession bears to the length of the Relet Term. For
                           example, if there are 2 years left on the Term at the
                           time that Landlord terminates possession and, prior
                           to the expiration of such two year period, Landlord
                           enters into a Relet Term of 10 years with a new
                           tenant, 20% of the Proratable Costs of Reletting
                           shall be considered in determining Landlord's
                           damages. For purposes hereof, "Proratable Costs of
                           Reletting" shall mean the cost of renovating,
                           decorating and altering the Premises (except to the
                           extent that such work is necessary due to the acts of
                           Tenant and Tenant Related Parties), brokerage fees,
                           and other concessions granted to the new tenant such
                           as a moving allowance, lease assumption and rental
                           abatement.

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

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

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

XXI.     LIMITATION OF LIABILITY.

         NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE
LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) TO TENANT SHALL BE LIMITED
TO THE INTEREST OF LANDLORD IN THE PROPERTY. TENANT


                                       21
<PAGE>   24

SHALL LOOK SOLELY TO LANDLORD'S INTEREST IN THE PROPERTY FOR THE RECOVERY OF ANY
JUDGMENT OR AWARD AGAINST LANDLORD. NEITHER LANDLORD NOR ANY LANDLORD RELATED
PARTY SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY. BEFORE FILING
SUIT FOR AN ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD AND THE
MORTGAGEE(S) (DEFINED IN ARTICLE XXVI BELOW) WHOM TENANT HAS BEEN NOTIFIED HOLD
MORTGAGES (DEFINED IN ARTICLE XXVI BELOW) ON THE PROPERTY, BUILDING OR PREMISES,
NOTICE AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT. SUCH CURE PERIOD SHALL
BE, FOR LANDLORD, AT LEAST 60 DAYS AFTER WRITTEN NOTICE OF DEFAULT FROM TENANT
TO LANDLORD (OR, IF THE DEFAULT CANNOT REASONABLY BE CURED WITHIN SAID 60 DAY
PERIOD, SUCH LONGER PERIOD OF TIME AS IS REASONABLY NECESSARY TO CURE SUCH
DEFAULT, PROVIDED LANDLORD COMMENCES THE CURE WITHIN SUCH 60 DAY PERIOD AND
DILIGENTLY PURSUES SAME), AND, FOR ANY MORTGAGEE, SUCH CURE PERIOD SHALL BE AT
LEAST 60 DAYS AFTER THE LATER OF (i) WRITTEN NOTICE OF DEFAULT FROM TENANT TO
SUCH MORTGAGEE, OR (ii) EXPIRATION OF THE CURE PERIOD AVAILABLE TO LANDLORD AS
PROVIDED ABOVE, (OR, IF THE DEFAULT CANNOT REASONABLY BE CURED WITHIN SAID 60
DAY PERIOD, SUCH LONGER PERIOD OF TIME AS IS REASONABLY NECESSARY TO CURE SUCH
DEFAULT, PROVIDED MORTGAGEE COMMENCES THE CURE WITHIN SUCH 60 DAY PERIOD AND
DILIGENTLY PURSUES SAME). NOTWITHSTANDING THE FOREGOING, IF TENANT AND ANY SUCH
MORTGAGEE HAVE AGREED TO A LONGER OR SHORTER PERIOD OF TIME IN ANY SEPARATE
AGREEMENT BY AND BETWEEN SUCH PARTIES, THE TERMS OF SUCH SEPARATE AGREEMENT
SHALL CONTROL AS BETWEEN TENANT AND SUCH MORTGAGEE.

XXII.    NO WAIVER.

         Either party's failure to declare a default immediately upon its
occurrence, or delay in taking action for a default shall not constitute a
waiver of the default, nor shall it constitute an estoppel. Either party's
failure to enforce its rights for a default shall not constitute a waiver of its
rights regarding any subsequent default. Receipt by Landlord of Tenant's keys to
the Premises shall not constitute an acceptance or surrender of the Premises.

XXIII.   QUIET ENJOYMENT.

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

XXIV.    RELOCATION.

         INTENTIONALLY OMITTED.

XXV.     HOLDING OVER.

         Except for any permitted occupancy by Tenant under Article VIII, if
Tenant fails to surrender the Premises at the expiration or earlier termination
of this Lease, occupancy of the Premises after the termination or expiration
shall be that of a tenancy at sufferance. Tenant's occupancy of the Premises
during the holdover shall be subject to all the terms and provisions of this
Lease. During the first 15 days of any such holdover, Tenant shall pay an amount
equal to 150% of the sum of the Base Rent and Additional Rent due for the period
immediately preceding the holdover, calculated and payable on a per day basis
for each day in such initial 15 day period that Tenant holds over in the
Premises. Thereafter, Tenant shall pay an amount (on a per month basis without
reduction for partial months during the holdover) equal to 150% of the greater
of: (1) the sum of the Base Rent and Additional Rent due for the period during
the Term immediately preceding the holdover without regard to any holdover
pursuant to the preceding sentence; or (2) the fair market gross rental for the
Premises as reasonably determined by Landlord. No holdover by Tenant or payment
by Tenant after the expiration or early termination of this Lease shall be
construed to extend the Term, to create a tenancy-at-will under applicable law,
or prevent Landlord from immediate recovery of possession of the Premises by
summary proceedings or otherwise. In addition to the payment of the amounts
provided above, if Landlord is unable to deliver possession of the Premises to a
new tenant, or


                                       22
<PAGE>   25

to perform improvements for a new tenant, as a result of Tenant's holdover and
Tenant fails to vacate the Premises within 15 days after Landlord notifies
Tenant of Landlord's inability to deliver possession, or perform improvements,
Tenant shall be liable to Landlord for all damages, including, without
limitation, consequential damages, that Landlord suffers from the holdover.
Without limiting or affecting the foregoing provisions in this Article, Tenant
shall have the right to extend the Term for up to 2 months in accordance with
Section XIII of EXHIBIT E.


XXVI.    SUBORDINATION TO MORTGAGES; ESTOPPEL CERTIFICATE.

         A.       Tenant accepts this Lease subject and subordinate to any
                  mortgage(s), deed(s) of trust, ground lease(s) or other
                  lien(s) now or subsequently arising upon the Premises, the
                  Building or the Property, and to renewals, modifications,
                  refinancings and extensions thereof (collectively referred to
                  as a "Mortgage"). The party having the benefit of a Mortgage
                  shall be referred to as a "Mortgagee". This clause shall be
                  self-operative, but is subject to subsection B and subsection
                  C below. In lieu of having the Mortgage be superior to this
                  Lease, a Mortgagee shall have the right at any time to
                  subordinate its Mortgage to this Lease. If requested by a
                  successor-in-interest to all or a part of Landlord's interest
                  in the Lease, Tenant shall, without charge, attorn to the
                  successor-in-interest.

         B.       Notwithstanding the foregoing, Landlord will use reasonable
                  efforts to obtain a non-disturbance, subordination and
                  attornment agreement from Landlord's then current Mortgagee on
                  such current Mortgagee's form of agreement attached hereto as
                  EXHIBIT H. "Reasonable efforts" of Landlord shall not require
                  Landlord to incur any cost, expense or liability to obtain
                  such agreement, it being agreed that Tenant shall be
                  responsible for any fee or review costs charged by the
                  Mortgagee. Upon request of Landlord, Tenant will execute the
                  Mortgagee's form of non-disturbance, subordination and
                  attornment agreement attached hereto as EXHIBIT H and return
                  the same to Landlord for execution by the Mortgagee.
                  Landlord's failure to obtain a non-disturbance, subordination
                  and attornment agreement for Tenant from Landlord's current
                  Mortgagee shall have no effect on the rights, obligations and
                  liabilities of Landlord and Tenant or be considered to be a
                  default by Landlord hereunder.

         C.       Notwithstanding Section XXVI.A. above, Landlord will use
                  reasonable efforts to obtain a non-disturbance, subordination
                  and attornment agreement in favor of Tenant from any future
                  Mortgagee on such Mortgagee's then current standard form of
                  agreement (which may contain substantially similar provisions
                  as those set forth in EXHIBIT H). Notwithstanding the
                  foregoing, Tenant shall have the right to attempt to negotiate
                  commercially reasonable changes to such future Mortgagee's
                  form of non-disturbance, subordination and attornment
                  agreement. Upon agreement between Tenant and such future
                  Mortgagee, Tenant will execute such non-disturbance,
                  subordination and attornment agreement and return the same to
                  the future Mortgagee for execution. If Tenant and any future
                  Mortgagee are unable to agree upon the terms and conditions of
                  the non-disturbance, subordination and attornment agreement,
                  Tenant, upon request of such future Mortgagee, agrees to enter
                  into a non-disturbance, subordination and attornment agreement
                  on the form attached hereto as EXHIBIT H. Landlord's failure
                  to obtain a non-disturbance, subordination and attornment
                  agreement for Tenant from any future Mortgagee shall have no
                  effect on the rights, obligations and liabilities of Landlord
                  and Tenant or be considered to be a default by Landlord
                  hereunder, provided that if such future Mortgagee is unwilling
                  to enter into a non-disturbance, subordination and attornment
                  agreement with Tenant (either on a negotiated form or the form
                  attached hereto as EXHIBIT H), this Lease shall not be
                  subordinated to the Mortgage held by the future Mortgagee. If,
                  however, Tenant is unwilling to enter into such
                  non-disturbance, subordination and attornment agreement on the
                  form attached hereto as EXHIBIT H, such refusal shall be
                  considered to be a default hereunder by Tenant and Landlord
                  shall have no further obligation to attempt to obtain a
                  non-disturbance, subordination and attornment from such future
                  Mortgagee.

         D.       Landlord and Tenant shall each, within 10 days after receipt
                  of a written request from the other, execute and deliver an
                  estoppel certificate to those parties as are


                                       23
<PAGE>   26

                  reasonably requested by the other (including a Mortgagee or
                  prospective purchaser). The estoppel certificate shall include
                  a statement certifying that this Lease is unmodified (except
                  as identified in the estoppel certificate) and in full force
                  and effect, describing the dates to which Rent and other
                  charges have been paid, representing that, to such party's
                  actual knowledge, there is no default (or stating the nature
                  of the alleged default) and indicating other matters with
                  respect to the Lease that may reasonably be requested.

XXVII.   ATTORNEYS' FEES.

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

XXVIII.  NOTICE.

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

XXIX.    EXCEPTED RIGHTS.

         This Lease does not grant any rights to light or air over or about the
Building. Landlord excepts and reserves exclusively to itself the use of: (1)
roofs (subject to the terms of Section VI of EXHIBIT E), (2) telephone,
electrical and janitorial closets, (3) equipment rooms, Building risers or
similar areas (subject to the terms of Section VI of EXHIBIT E) that are used by
Landlord for the provision of Building services, (4) rights to the land and
improvements below the floor of the Premises, (5) the improvements and air
rights above the Premises, (6) the improvements and air rights outside the
demising walls of the Premises, and (7) the areas within the Premises used for
the installation of utility lines and other installations serving occupants of
the Building. Landlord has the right to change the Building's name; provided,
however, Landlord shall not change the Building's name to include the name of a
Tenant Competitor (as defined below) without the written consent of Tenant, so
long as: (i) Tenant is not in monetary or material non-monetary default under
this Lease beyond any applicable notice and cure period; and (ii) Tenant is
leasing and occupying at least 50% of the rentable square footage of the
Building. As used herein, a "Tenant Competitor" shall mean any entity whose
primary business is generally recognized in the marketplace to be credit card
transaction processing. Landlord has the right to change the Building's address,
provided that Landlord shall use reasonable efforts to provide Tenant with at
least 60 days prior notice with respect to a change in the Building's street
address that will prohibit Tenant from receiving mail at the current address and
in the event Landlord fails to provide Tenant with at least 60 days prior
notice, Landlord shall reimburse Tenant for the cost of replacing all business
stationery on hand (not to exceed a two month's supply) at the effective date of
such change of address. Landlord also has the right to make such other changes
to the Property and Building as Landlord deems appropriate, provided the changes
do not materially affect Tenant's ability to use the Premises for the Permitted
Use. Landlord shall also have the right (but not the obligation) to temporarily
close the Building if Landlord reasonably determines that there is an imminent
danger of significant damage to the Building or of personal injury to Landlord's
employees or


                                       24
<PAGE>   27

the occupants of the Building. The circumstances under which Landlord may
temporarily close the Building shall include, without limitation, electrical
interruptions, hurricanes and civil disturbances. A closure of the Building
under such circumstances shall not constitute a constructive eviction nor
entitle Tenant to an abatement or reduction of Rent. In addition to the
foregoing, if Landlord closes the Building for 90 consecutive day(s) pursuant to
this Section (and such closure is not due to a casualty, in which case Article
XVII shall control with respect to such matter) and Landlord is not diligently
pursuing reopening the Building, Tenant, as its sole remedy, shall have the
right to elect to terminate this Lease within 10 days after the expiration of
said 90 day period without penalty, by delivering written notice to Landlord of
its election thereof; provided, however, if Landlord is diligently pursuing the
reopening of the Building, Tenant shall not be entitled to terminate the Lease
but rather Tenant's sole remedy shall be to abate Rent as provided above.

XXX.     SURRENDER OF PREMISES.

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

XXXI.    MISCELLANEOUS.

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

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

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

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

         E.       Landlord shall have the right to transfer and assign, in whole
                  or in part, all of its rights and obligations under this Lease
                  and in the Building and/or Property referred to herein, and
                  upon such transfer Landlord shall be released from any further
                  obligations hereunder, and Tenant agrees to look solely to the
                  successor in interest of Landlord for the performance of such
                  obligations. However, notwithstanding the foregoing, Landlord
                  shall not be released from any obligations which arose prior
                  to the date of such transfer unless Landlord's successor in
                  interest shall have assumed such obligations of Landlord under
                  this


                                       25
<PAGE>   28

                  Lease either by contractual obligation, assumption agreement
                  or by operation of law.

         F.       Tenant represents that it has dealt directly with and only
                  with the Broker as a broker in connection with this Lease.
                  Tenant shall indemnify and hold Landlord and the Landlord
                  Related Parties harmless from all claims of any other brokers,
                  agents or finders claiming to have represented Tenant in
                  connection with this Lease. Landlord agrees to indemnify and
                  hold Tenant and the Tenant Related Parties harmless from all
                  claims of any brokers, agents or finders claiming to have
                  represented Landlord in connection with this Lease. Landlord
                  agrees to pay a brokerage commission to Broker in accordance
                  with the terms of a separate written commission agreement to
                  be entered into by and between Landlord and Broker (the
                  "Commission Agreement"), provided that in no event shall
                  Landlord be obligated to pay a commission to Broker in
                  connection with any extension of the Term or in connection
                  with any additional space that is leased by Tenant pursuant to
                  the terms of this Lease except as may specifically be provided
                  otherwise in the Commission Agreement.

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

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

         I.       The expiration of the Term, whether by lapse of time or
                  otherwise, shall not relieve either party of any obligations
                  which accrued prior to or which may continue to accrue after
                  the expiration or early termination of this Lease. Without
                  limiting the scope of the prior sentence, it is agreed that
                  Tenant's and Landlord's obligations under Sections IV.A,
                  IV.B., VIII, XIV, XX, XXV and XXX shall survive the expiration
                  or early termination of this Lease.

         J.       Landlord has delivered a copy of this Lease to Tenant for
                  Tenant's review only, and the delivery of it does not
                  constitute an offer to Tenant or an option. This Lease shall
                  not be effective against any party hereto until an original
                  copy of this Lease has been signed by such party and any
                  Mortgagee (defined in Article XXVI), if any, has approved the
                  terms of this Lease if required pursuant to the terms of the
                  mortgage loan documents relating to the Mortgage (defined in
                  Article XXVI) of such Mortgagee.

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

         L.       Tenant, within 15 days after request (but no more frequently
                  than twice annually), shall provide Landlord with a current
                  financial statement and such other information as Landlord may
                  reasonably request in order to create a "business profile" of
                  Tenant and determine Tenant's ability to fulfill its
                  obligations under this Lease. Landlord, however, shall not
                  require Tenant to provide such information unless Landlord is
                  requested to produce the information in connection with a
                  proposed financing or sale of the Building. Upon written
                  request by Tenant, Landlord shall enter into a commercially
                  reasonable


                                       26
<PAGE>   29

                  confidentiality agreement covering any confidential
                  information that is disclosed by Tenant.

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

XXXII.   ENTIRE AGREEMENT.

         This Lease and the following exhibits and attachments constitute the
entire agreement between the parties and supersede all prior agreements and
understandings related to the Premises, including all lease proposals, letters
of intent and other documents:

         EXHIBIT A-1    Outline and Location of Premises A
         EXHIBIT A-2    Outline and Location of Premises B
         EXHIBIT A-3    Legal Description of Land on which Building is located
         EXHIBIT A-4    Site Plan Showing Site of Future Building
         EXHIBIT A-5    Outline and Location of Storage Space
         EXHIBIT A-6    Outline and Location of Option Storage Space
         EXHIBIT B      Rules and Regulations
         EXHIBIT C      Commencement Letter (Intentionally Omitted)
         EXHIBIT D      Work Letter Agreement
         EXHIBIT E      Additional Provisions
         EXHIBIT F      HVAC Specifications
         EXHIBIT G      Cleaning Specifications
         EXHIBIT H      Subordination, Non-Disturbance and Attornment Agreement
         EXHIBIT I      Guaranty


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


                                LANDLORD:

                                EOP-PERIMETER CENTER, L.L.C., A DELAWARE LIMITED
                                LIABILITY COMPANY

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

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

                                          By:
                                                -------------------------

                                          Name:
                                                -------------------------

                                          Title:
                                                -------------------------



                                TENANT:

                                NOVA GEORGIA SERVICES, L.P., A GEORGIA LIMITED
                                PARTNERSHIP

                                By:
                                       ----------------------------

                                Name:
                                       ----------------------------

                                Title:
                                       ----------------------------


                                       27
<PAGE>   30

                                                                     EXHIBIT A-1

                       OUTLINE AND LOCATION OF PREMISES A


         This Exhibit is attached to and made a part of the Lease dated as of
_____________, 1999, by and between EOP-PERIMETER CENTER, L.L.C. ("Landlord")
and NOVA GEORGIA SERVICES, L.P. ("Tenant") for space in the Building located at
219 Perimeter Center Parkway, Atlanta, Georgia 30346.

                    PREMISES A - 46,318 RENTABLE SQUARE FEET
                               SUITES 200 AND 300


















                                      A-1
<PAGE>   31



                                                                     EXHIBIT A-2

                       OUTLINE AND LOCATION OF PREMISES B


         This Exhibit is attached to and made a part of the Lease dated as of
_____________, 1999, by and between EOP-PERIMETER CENTER, L.L.C. ("Landlord")
and NOVA GEORGIA SERVICES, L.P. ("Tenant") for space in the Building located at
219 Perimeter Center Parkway, Atlanta, Georgia 30346.

                    PREMISES B - 44,468 RENTABLE SQUARE FEET
                        SUITES 110, 111, 400, 410 AND 500

























                                      A-2
<PAGE>   32


                                                                     EXHIBIT A-3

         LEGAL DESCRIPTION OF THE LAND ON WHICH THE BUILDING IS LOCATED


         This Exhibit is attached to and made a part of the Lease dated as of
_____________, 1999, by and between EOP-PERIMETER CENTER, L.L.C. ("Landlord")
and NOVA GEORGIA SERVICES, L.P. ("Tenant") for space in the Building located at
219 Perimeter Center Parkway, Atlanta, Georgia 30346.

ALL THAT TRACT or parcel of land lying and being in Land Lot 348 of the 18th
District of DeKalb County, State of Georgia, being more particularly described
as follows:


























                                      A-3
<PAGE>   33


                                                                     EXHIBIT A-4

               SITE PLAN SHOWING SITE OF POTENTIAL FUTURE BUILDING


         This Exhibit is attached to and made a part of the Lease dated as of
_____________, 1999, by and between EOP-PERIMETER CENTER, L.L.C. ("Landlord")
and NOVA GEORGIA SERVICES, L.P. ("Tenant") for space in the Building located at
219 Perimeter Center Parkway, Atlanta, Georgia 30346.
























                                      A-4
<PAGE>   34


                                                                     EXHIBIT A-5

                      OUTLINE AND LOCATION OF STORAGE SPACE


         This Exhibit is attached to and made a part of the Lease dated as of
_____________, 1999, by and between EOP-PERIMETER CENTER, L.L.C. ("Landlord")
and NOVA GEORGIA SERVICES, L.P. ("Tenant") for space in the Building located at
219 Perimeter Center Parkway, Atlanta, Georgia 30346.






















                                      A-5
<PAGE>   35


                                                                     EXHIBIT A-6

                  OUTLINE AND LOCATION OF OPTION STORAGE SPACE


         This Exhibit is attached to and made a part of the Lease dated as of
_____________, 1999, by and between EOP-PERIMETER CENTER, L.L.C. ("Landlord")
and NOVA GEORGIA SERVICES, L.P. ("Tenant") for space in the Building located at
219 Perimeter Center Parkway, Atlanta, Georgia 30346.
























                                      A-6
<PAGE>   36
                                                                       EXHIBIT B

                         BUILDING RULES AND REGULATIONS

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

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

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

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

4.       Landlord may provide and maintain in the first floor (main lobby) of
         the Building an alphabetical directory board or other directory device
         listing tenants, and no other directory shall be permitted unless
         previously consented to by Landlord in writing. Landlord agrees that,
         if a directory is not installed prior to the Commencement Date, then
         Landlord will install a directory board or other directory device in
         the main lobby of the Building as soon as reasonably possible following
         the Commencement Date.

5.       Subject to Section XI.B. of the Lease, Tenant shall not place any
         lock(s) on any door in the Premises or Building without Landlord's
         prior written consent and Landlord shall have the right to retain at
         all times and to use keys to all locks within and into the Premises. A
         reasonable number of keys to the locks installed by Landlord on the
         entry doors in the Premises shall be furnished by Landlord to Tenant at
         Tenant's cost, and Tenant shall not make any duplicate keys. All keys
         shall be returned to Landlord at the expiration or early termination of
         this Lease. As of the date of this Lease, Landlord provides 2 keys per
         lock. Notwithstanding the foregoing, if Tenant performs the
         improvements in the Premises, Tenant shall furnish Landlord with a key
         for each lock to the entry doors in the Premises.

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

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

8.       Landlord shall have the right to approve the weight, size, or location
         of heavy equipment or articles in and about the Premises. Damage to the
         Building by the installation,



                                      B-1
<PAGE>   37

         maintenance, operation, existence or removal of property of Tenant
         shall be repaired at Tenant's sole expense.

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

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

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

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

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

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

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

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

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

18.      Landlord may from time to time adopt systems and procedures for the
         security and safety of the Building, its occupants, entry, use and
         contents. Tenant, its agents,


                                      B-2
<PAGE>   38

         employees, contractors, guests and invitees shall comply with
         Landlord's reasonable systems and procedures.

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

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

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

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

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

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




                                      B-3
<PAGE>   39

                                                                       EXHIBIT C


                               COMMENCEMENT LETTER

                              INTENTIONALLY OMITTED
































                                      C-1
<PAGE>   40

                                                                       EXHIBIT D

                                   WORK LETTER

         This Exhibit is attached to and made a part of the Lease dated as of
_____________, 1999, by and between EOP-PERIMETER CENTER, L.L.C. ("Landlord")
and NOVA GEORGIA SERVICES, L.P. ("Tenant") for space in the Building located at
219 Perimeter Center Parkway, Atlanta, Georgia 30346.

         A.       Tenant, following the delivery of the Premises by Landlord and
                  the full and final execution and delivery of this Lease and
                  the Guaranty required hereunder, shall have the right to
                  perform alterations and improvements in the Premises (the
                  "Initial Alterations"). Notwithstanding the foregoing, Tenant
                  and its contractors shall not have the right to perform
                  Initial Alterations in the Premises unless and until Tenant
                  has complied with all of the terms and conditions of Article
                  IX.C. of this Lease, including, without limitation, approval
                  by Landlord of the final plans and the contractors to be
                  retained by Tenant to perform such Initial Alterations.
                  Landlord's review of the plans shall be as soon as reasonably
                  possible after receiving same from Tenant, but in any event
                  Landlord shall approve or disapprove the plans within 5
                  Business Days after the date Landlord receives the plans from
                  Tenant or the plans shall be deemed to have been approved by
                  Landlord for the Initial Alterations. Tenant shall be
                  responsible for all elements of the design of Tenant's plans
                  (including, without limitation, compliance with law,
                  functionality of design, the structural integrity of the
                  design, the configuration of the premises and the placement of
                  Tenant's furniture, appliances and equipment), and Landlord's
                  approval of Tenant's plans shall in no event relieve Tenant of
                  the responsibility for such design. Landlord hereby approves
                  INTEGRA CONSTRUCTION, INC. as the general contractor to
                  perform the Initial Alterations. Landlord's approval of any
                  other contractors to perform the Initial Alterations shall not
                  be unreasonably withheld.

                  As part of Tenant's Initial Alterations, Tenant, at its cost,
                  shall be required to test and balance the HVAC system(s)
                  serving the Premises using Landlord's recommended contractor
                  for such purpose. Tenant shall promptly provide Landlord with
                  a copy of the report generated by such contractor regarding
                  such matter and Tenant, at its cost, shall promptly and
                  properly rectify all problems noted in such report resulting
                  from Tenant's improvement or other construction work in the
                  Premises and otherwise comply with the actions recommended in
                  such report resulting from Tenant's improvement or other
                  construction work in the Premises.

         B.       Landlord agrees to contribute the sum of $1,906,506.00 (i.e.
                  $21.00 per rentable square foot in the initial Premises) (the
                  "Allowance") toward the cost of performing the Initial
                  Alterations in preparation of Tenant's occupancy of the
                  Premises. The Allowance shall be paid in at least 2
                  installments, and each such payment shall be subject to the
                  terms of Section D below. The first installment, equal to
                  51.5% of the total Allowance (the "Premises A Allowance"),
                  shall be paid upon the later of the Commencement Date or 30
                  days after the date Tenant provides Landlord with all
                  documentation described in Section D below as it relates to
                  the Initial Alterations to be performed in Premises A. The
                  second installment, equal to 48.5% of the total Allowance (the
                  "Premises B Allowance"), shall be paid upon the later of (1)
                  the earlier of (a) Premises B Commencement Date or (b) the
                  date Tenant commences paying Base Rent for the entire Premises
                  B, and (2) 30 days after the date Tenant provides Landlord
                  with all documentation described in Section D below as it
                  relates to the Initial Alterations to be performed in Premises
                  B.

                  Notwithstanding the foregoing, if Tenant completes the Initial
                  Alterations in one or more of the different suites comprising
                  Premises B, as currently demised, then Landlord shall provide
                  Tenant a proportionate share of the Premises B Allowance
                  (based upon the rentable square footage in such suite
                  comprising Premises B) upon the later of (x) the date Tenant
                  commences paying Base Rent for such suite comprising Premises
                  B, and (y) 30 days after the date Tenant provides Landlord
                  with all documentation described in Section D below as it
                  relates to the Initial Alterations to be performed in such
                  suite comprising Premises B.


                                      D-1
<PAGE>   41

         C.       The Allowance may be used for the cost of preparing design and
                  construction documents and mechanical and electrical plans for
                  the Initial Alterations and for hard costs in connection with
                  the Initial Alterations and for any other lawful purpose
                  whatsoever designated by Tenant at its discretion, including,
                  without limitation, cabling costs, purchase of furniture or
                  equipment for the Premises, or the satisfaction of any other
                  lease obligations of Tenant unrelated to this Lease. If Tenant
                  does not use the entire Allowance within 12 months after the
                  Premises B Commencement Date, any unused amount shall accrue
                  to the sole benefit of Landlord, it being understood that
                  Tenant shall not be entitled to any credit, abatement or other
                  concession in connection therewith. Tenant shall be
                  responsible for all applicable state sales or use taxes, if
                  any, payable in connection with the Initial Alterations and/or
                  Allowance.

         D.       Subject to the terms of Section B above, until such time as
                  the Initial Alterations have been completed and fully paid for
                  with respect to Premises A or Premises B, as appropriate, the
                  Allowance shall be paid to Tenant or, at Landlord's option, to
                  the order of the general contractor that performed the Initial
                  Alterations, within 30 days following receipt by Landlord of
                  (1) receipted bills covering all labor and materials expended
                  and used in the Initial Alterations; (2) a sworn contractor's
                  affidavit from the general contractor and a request to
                  disburse from Tenant containing an approval by Tenant of the
                  work done; (3) full and final waivers of lien; (4) as-built
                  plans of the Initial Alterations; and (5) the certification of
                  Tenant and its architect that the Initial Alterations have
                  been installed in a good and workmanlike manner in accordance
                  with the approved plans, and in accordance with applicable
                  laws, codes and ordinances. The Allowance shall be disbursed
                  in the amount reflected in Section B hereof. Following the
                  date the Initial Alterations have been completed and fully
                  paid for with respect to Premises A or Premises B, as the case
                  may be, as evidenced by the documentation described above, any
                  remaining portion of the Premises A Allowance or the Premises
                  B Allowance, as the case may be, shall be paid directly to
                  Tenant. Notwithstanding anything herein to the contrary,
                  Landlord shall not be obligated to disburse any portion of the
                  Allowance during the continuance of an uncured default under
                  the Lease, and Landlord's obligation to disburse shall only
                  resume when and if such default is cured.

         E.       Subject to Landlord's completion of the Landlord Lobby Work
                  (as described in Section F below),Tenant agrees to accept the
                  Premises in its "as-is" condition and configuration, it being
                  agreed that Landlord shall not be required to perform any work
                  or, except as provided above with respect to the Allowance,
                  incur any costs in connection with the construction or
                  demolition of any improvements in the Premises.

         F.       Landlord agrees, at its cost, to improve the ceilings in the
                  elevator lobby areas on the 2nd and 3rd floors of the Building
                  substantially similar to the ceilings, as previously improved
                  by Landlord, in the elevator lobby areas on the 4th and 5th
                  floors of the Building (the "Landlord Lobby Work"). Landlord
                  shall use reasonable efforts to complete such work on or
                  before the Commencement Date of this Lease and, if such work
                  is not completed as of such date, Landlord shall diligently
                  pursue completion of such work so that it is completed as soon
                  as possible thereafter with as minimal interruption to
                  Tenant's business as possible. Landlord and Tenant agree to
                  work cooperatively with one another in order to enable
                  Landlord to timely satisfy its obligations under this Section
                  F.

         G.       Tenant agrees, as part of the Initial Alterations, to improve
                  the elevator lobby areas and connecting corridors on the 2nd
                  and 3rd floors of the Building in a manner similar to, and to
                  a standard no less than, that reflected in the elevator
                  lobbies and connecting corridors on the 4th and 5th floors of
                  the Building, as currently improved. Any finishes to be
                  included in such areas of the 2nd and 3rd floors shall be
                  reflected on the plans for the Initial Alterations, and shall
                  be subject to Landlord's reasonable approval. In connection
                  with such work, Tenant shall receive an additional allowance
                  equal to $15,366.00 (the "Lobby Allowance"), which shall be
                  payable to Tenant within 30 days after Landlord's receipt of
                  the documentation described in Section D above in connection
                  with such work.

         H.       If the cost of the Initial Alterations exceeds the sum of the
                  Allowance and Lobby Allowance (such excess is referred to
                  herein as the "Excess Costs"), and


                                      D-2
<PAGE>   42

                  provided Tenant is not in default under this Lease, Tenant
                  shall have the right to borrow up to $10.00 per rentable
                  square foot of the initial Premises) (the "Additional
                  Allowance") from Landlord in order to finance the Excess Costs
                  during the Term. Any Additional Allowance borrowed by Tenant
                  hereunder shall be repaid to Landlord as Additional Rent in
                  equal monthly installments throughout the initial Term at an
                  interest rate equal to 12% per annum. If Tenant is in default
                  under this Lease after the expiration of applicable cure
                  periods, the entire unpaid balance of the Additional Allowance
                  borrowed by Tenant shall become immediately due and payable
                  and, except to the extent required by applicable law, shall
                  not be subject to mitigation or reduction in connection with a
                  reletting of the Premises by Landlord.

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


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

                             LANDLORD:

                             EOP-PERIMETER CENTER, L.L.C., A DELAWARE LIMITED
                             LIABILITY COMPANY

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

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

                                      By:            /s/ Mark Scully
                                            ---------------------------------

                                      Name:            Mark Scully
                                            ---------------------------------

                                      Title:         SVP - Southeast
                                            ---------------------------------



                             TENANT:

                             NOVA GEORGIA SERVICES, L.P., A GEORGIA LIMITED
                             PARTNERSHIP

                             By:             /s/ David McMiller
                                    --------------------------------------

                             Name:              David McMiller
                                    --------------------------------------

                             Title:          SVP Human Resources
                                    --------------------------------------


                                      D-3
<PAGE>   43
                                                                       EXHIBIT E


                             ADDITIONAL PROVISIONS


         This Exhibit is attached to and made a part of the Lease dated as of
_____________, 1999, by and between EOP-PERIMETER CENTER, L.L.C. ("Landlord")
and NOVA GEORGIA SERVICES, L.P. ("Tenant") for space in the Building located at
219 Perimeter Center Parkway, Atlanta, Georgia 30346.

I.       PARKING.

         A.       During the Term, Landlord shall make available up to 545
                  unreserved parking spaces (the "Spaces") in the Building
                  surface parking lot ("Parking Area") for the use of Tenant
                  and its employees. Up to 280 of such Spaces shall be
                  available as of the Premises A Commencement Date, and the
                  remaining Spaces shall be available as of the Premises B
                  Commencement Date or, if Tenant occupies and commences paying
                  Base Rent with respect to any portion of Premises B, then a
                  portion of the remaining Spaces (proportionate to the
                  rentable square footage in such portion of Premises B that
                  Tenant is occupying) shall be made available to Tenant as of
                  such date. No deductions or allowances shall be made for days
                  when Tenant or any of its employees does not utilize the
                  parking facilities or for Tenant utilizing less than all of
                  the Spaces. Tenant shall not have the right to lease or
                  otherwise use more than the number of reserved and unreserved
                  Spaces set forth above.

         B.       During the initial Term, the Spaces shall be available to
                  Tenant free of charge.

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

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

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

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

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

         H.       Tenant shall not assign or sublease any of the Spaces without
                  the consent of Landlord. Landlord shall have the right to
                  terminate this Parking Agreement with respect to any Spaces
                  that Tenant attempts to sublet or assign.


                                      E-1
<PAGE>   44


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

         J.       Landlord hereby reserves the right to enter into a management
                  agreement or lease with an entity for the Parking Area
                  ("Parking Operator"). In such event, Tenant, upon request of
                  Landlord, shall enter into a parking agreement with the
                  Parking Operator (but shall not be required to pay the
                  Parking Operator any charge or fee therefor), if any,
                  established hereunder, and Landlord shall have no liability
                  for claims arising through acts or omissions of the Parking
                  Operator unless caused by Landlord's negligence or willful
                  misconduct. It is understood and agreed that the identity of
                  the Parking Operator may change from time to time during the
                  Term. Tenant hereby consents to the assignment, from time to
                  time, of the initial or any successor Parking Operator's
                  interest in the Parking to another Parking Operator.

         K.       Tenant is concerned that Landlord may designate all or a
                  significant number of the parking spaces located in the first
                  rows of parking on the east and west sides of the Building as
                  reserved parking for use by a tenant of the Building other
                  than Tenant. Therefore, notwithstanding anything to the
                  contrary contained herein, Landlord agrees that, so long as
                  Tenant leases and occupies at least 50% of the rentable
                  square footage in the Building, Landlord will always retain a
                  proportionate share (i.e. equal to Tenant's Pro Rata Share,
                  as described in Section I.E. of this Lease) of such parking
                  spaces in the first row of parking on the east and west sides
                  of the Building as non-reserved or, if reserved, such spaces
                  will be reserved for the benefit of Tenant or its permitted
                  successors or assigns. It is agreed that parking spaces
                  reserved for use by Landlord and its staff (up to 4 parking
                  spaces) or designated as handicap or visitor parking shall
                  not be considered "reserved" for purposes of this Section K.

II.      PARKING DECK STRUCTURE. Tenant shall have the right to build a parking
         deck for the use of Tenant, its employees, contractors, visitors and
         invitees at any time during the Term. It is agreed that the
         construction of the parking deck will be completed at Tenant's sole
         cost and expense. The location, plans and specifications of the
         parking deck shall comply with all laws, statutes, ordinances, rules
         and regulations of any governmental authority having jurisdiction and
         shall be subject to Landlord's and governmental approval. Tenant, at
         its cost, shall be responsible for all taxes, maintenance, repair and
         replacement of the parking deck. Tenant, at its cost, shall insure the
         parking deck against casualty loss and provide evidence of same,
         naming Landlord as an additional insured thereunder, as described in
         Article XV of this Lease. Tenant's insurance obligations described in
         Article XV of the Lease shall be equally applicable to the parking
         deck. The terms and provisions of Article XIV of the Lease shall be
         equally applicable with respect to the parking deck and, for such
         purpose, the parking deck shall be deemed a part of the Premises. At
         the expiration or earlier termination of this Lease, the parking deck
         shall be deemed transferred to Landlord and, upon request of Landlord,
         Tenant shall deliver a Bill of Sale or such other documents as
         Landlord may require to evidence such transfer.

III.     RIGHT OF FIRST OFFER/ RIGHT OF FIRST REFUSAL.

         It is intended that Tenant shall have a right of first offer with
         respect to any space that becomes available in the Building described
         in Section I.A. of this Lease or in the Building located at 223
         Perimeter Center Parkway in Atlanta, Georgia ("Building 223").
         However, if Tenant fails to exercise its right of first offer with
         respect to a particular space, whether because Tenant was uninterested
         in such space at the time Landlord offered it to Tenant pursuant to
         the right of first offer or because Tenant was unable to exercise its
         right of first offer because Tenant was in violation of one or more of
         the conditions described in Paragraph A of this Section III, then the
         parties intend that Tenant shall nonetheless have a right of first
         refusal on any portion of such space which is later desired by a
         prospective tenant. The foregoing shall be in accordance with and
         subject to the following provisions of this Section III.


                                      E-2
<PAGE>   45


         A.       Grant of Right of First Offer.

                  1.       Tenant shall have the one time right of first offer
                           (the "Right of First Offer") with respect to (a) any
                           space in the Building hereunder (as described in
                           Section I.A. of this Lease), and (b) any space in
                           Building 223 (as described above in this Section
                           III). Any space which becomes available for lease,
                           as described in Section III.A.2. below, whether
                           located in the Building hereunder or in Building
                           223, is referred to herein as an "Offering Space".

                  2.       Each such Right of First Offer shall be exercised as
                           follows: At any time after Landlord has determined
                           that any particular Offering Space located in the
                           Building or Building 223 will become available for
                           lease [meaning that the existing tenant in such
                           space, Federated Department Stores, or its
                           successor, has waived its renewal rights with
                           respect to any particular Offering Space or the time
                           period for Federated Department Stores or its
                           successors to exercise any such renewal rights has
                           expired (such renewal rights are currently scheduled
                           to expire June 30, 2000)] (but prior to leasing such
                           Offering Space to a party other than the existing
                           tenant or occupant of such Offering Space pursuant
                           to the exercise of currently existing renewal or
                           extension rights), Landlord shall advise Tenant (the
                           "ROFO Advice") that such particular Offering Space
                           in the Building or Building 223 is available for
                           lease. Upon receipt of the ROFO Advice, Tenant shall
                           have the right to lease such Offering Space, in its
                           entirety, on the terms and conditions described in
                           Section III.C below by delivering written notice of
                           exercise to Landlord ("Notice of Exercise") within 7
                           days after Tenant's receipt of the ROFO Advice.
                           However, notwithstanding anything to the contrary
                           contained herein, Tenant shall have no such Right of
                           First Offer with respect to such Offering Space and
                           Landlord need not provide Tenant with a ROFO Advice
                           with respect to such Offering Space if:

                           a.       Tenant is in default under the Lease beyond
                                    any applicable notice and cure period at
                                    the time Landlord would otherwise deliver
                                    the ROFO Advice; or

                           b.       more than 25% of the Premises is sublet at
                                    the time Landlord would otherwise deliver
                                    the ROFO Advice; or

                           c.       the Lease has been assigned other than to a
                                    Permitted Transferee (as defined in Section
                                    XII.E of this Lease) or an Affiliate of
                                    Tenant (as defined in Section I.S. of this
                                    Lease) prior to the date Landlord would
                                    otherwise deliver the ROFO Advice; or

                           d.       Tenant or an Affiliate of Tenant is not
                                    occupying the Premises on the date Landlord
                                    would otherwise deliver the ROFO Advice; or

                           e.       the Offering Space is not intended for the
                                    exclusive use of Tenant during the Term; or

                           f.       the existing tenant in the Offering Space
                                    is interested in extending or renewing its
                                    lease for the Offering Space or entering
                                    into a new lease for such Offering Space
                                    pursuant to the exercise of currently
                                    existing renewal or extension rights of
                                    such tenant.

                  If Tenant fails to exercise its Right of First Offer with
                  respect to a particular Offering Space, Tenant shall
                  nonetheless continue to have a Right of First Offer with
                  respect to any other Offering Space which becomes available
                  for Lease, as described in this Section 2.

         B.       Right of First Refusal. Notwithstanding anything herein to the
                  contrary, if Tenant fails to exercise its Right of First Offer
                  with respect to a particular Offering Space which was offered
                  to Tenant, whether because Tenant was uninterested in such
                  Offering Space at the time or because Tenant had failed to
                  satisfy the conditions described in Paragraph A above, Tenant
                  shall nonetheless have a right of first


                                      E-3
<PAGE>   46


                  refusal (the "Right of First Refusal") with respect to such
                  particular Offering Space (or the portion which a Prospect
                  (as defined below) is interested in). Tenant's Right of First
                  Refusal shall be exercised as follows: when Landlord has a
                  prospective tenant ("Prospect") interested in leasing the
                  Offering Space (or a portion thereof), as evidenced by an
                  acceptable letter of intent negotiated at arms length with a
                  bona fide, unaffiliated party, Landlord shall advise Tenant
                  (the "RFR Advice") that a Prospect is interested in leasing
                  the Offering Space (or portion thereof) in the Building or
                  Building 223 (such space desired by the Prospect is also
                  referred to herein as "Offering Space"). Tenant shall have
                  the right to lease the Offering Space (or portion thereof)
                  desired by the Prospect, on the terms and conditions
                  described in Section III.C. below, by providing Landlord with
                  Notice of Exercise within 7 days after Tenant's receipt of
                  the RFR Advice, except that Tenant shall have no such Right
                  of First Refusal and Landlord need not provide Tenant with a
                  RFR Advice with respect to such Offering Space if Tenant is
                  in violation of one or more of the conditions set forth in
                  subsections III.A.2.(a) - (f) above (it being agreed that all
                  references to the "ROFO Advice" in subsections III.A.2.
                  (a) - (f) above shall instead refer to the "RFR Advice" when
                  it pertains to this Section III.B.).

         C.       Terms for Offering Space. The terms for each Offering Space,
                  whether added to the Premises as a result of Tenant's
                  exercise of the Right of First Offer or as a result of
                  Tenant's exercise of the Right of First Refusal, shall be as
                  follows:

                  1.       The term(s) for each Offering Space shall commence
                           upon the commencement date stated in the ROFO Advice
                           or RFR Advice, as applicable, and thereupon such
                           space shall be considered a part of the Premises,
                           provided that Tenant shall not be entitled to
                           receive any abatements, allowances or other
                           financial concessions granted with respect to the
                           initial Premises except as specifically set forth
                           herein with respect to the Offering Space. The term
                           for each Offering Space shall end on the Termination
                           Date of this Lease, as same may be extended, it
                           being the intention of the parties that the Term for
                           the initial Premises and the term for each Offering
                           Space shall be coterminous.

                  2.       With respect to Offering Space in Building 223:

                           a.       Tenant shall pay Base Rent and Additional
                                    Rent for the Offering Space in Building 223
                                    in accordance with the terms and conditions
                                    described in the ROFO Advice or RFR Advice,
                                    as applicable, which terms and conditions
                                    shall reflect the Prevailing Market rate
                                    (described in Section III.G. below) for the
                                    Offering Space as determined in Landlord's
                                    reasonable judgment. Notwithstanding the
                                    foregoing, if Tenant, in its reasonable
                                    judgment, determines that the rate set
                                    forth in the ROFO Advice or RFR Advice, as
                                    applicable, does not accurately reflect the
                                    Prevailing Market rate for the Offering
                                    Space, Tenant shall have the right to
                                    provide Landlord with a Notice of Exercise
                                    that is specifically conditioned upon
                                    Landlord's and Tenant's agreement on the
                                    Prevailing Market rate for the Offering
                                    Space. In such event, for a period of
                                    fifteen (15) days after the date of
                                    Tenant's Notice of Exercise, Landlord and
                                    Tenant shall work together in good faith to
                                    determine the Prevailing Market rate for
                                    the Offering Space. If Landlord and Tenant
                                    fail to agree upon the Prevailing Market
                                    rate within such 15 day period, Tenant, by
                                    written notice to Landlord (the
                                    "Arbitration Notice") within 15 days after
                                    the expiration of such 15 day period, shall
                                    have the right to have the Prevailing
                                    Market rate determined in accordance with
                                    the following arbitration procedures
                                    described in Subsection (b) below. If
                                    Tenant fails to exercise its right to
                                    arbitrate, Tenant's Right of First Offer
                                    (or Right of First Refusal, as applicable)
                                    with respect to such Offering Space shall
                                    be deemed to be null and void and of no
                                    further force and effect, subject to
                                    Tenant's continuing Right of First Refusal
                                    with respect to such Offering Space in
                                    Building 223 as described in Section
                                    III.E.2 below. Tenant's failure to
                                    specifically condition its Notice of
                                    Exercise as


                                      E-4
<PAGE>   47


                                    described above in this subsection 2 shall
                                    be deemed an acceptance of the Prevailing
                                    Market rate designated by Landlord.

                           b.       Arbitration Procedure.

                                    i.       If Tenant provides Landlord with
                                             an Arbitration Notice, Landlord
                                             and Tenant, within 10 days after
                                             the date of the Arbitration
                                             Notice, shall each simultaneously
                                             submit to the other, in a sealed
                                             envelope, its good faith estimate
                                             of the Prevailing Market rate for
                                             the Offering Space (collectively
                                             referred to as the "Estimates").
                                             If the Estimates are the same,
                                             then Prevailing Market rate shall
                                             be the rate in the Estimates. If
                                             the Prevailing Market rate is not
                                             resolved by the exchange of
                                             Estimates, Landlord and Tenant,
                                             within 7 days after the exchange
                                             of Estimates, shall each select an
                                             appraiser meeting the
                                             qualifications below to determine
                                             which of the two Estimates most
                                             closely reflects the Prevailing
                                             Market rate for the Offering
                                             Space.

                                             Each appraiser so selected shall be
                                             certified as an MAI appraiser or as
                                             an ASA appraiser and shall have had
                                             at least 5 years experience within
                                             the previous 10 years as a real
                                             estate appraiser working in the
                                             central Perimeter submarket in
                                             Atlanta, Georgia, with working
                                             knowledge of current rental rates
                                             and practices. For purposes of this
                                             Lease, an "MAI" appraiser means an
                                             individual who holds an MAI
                                             designation conferred by, and is an
                                             independent member of, the American
                                             Institute of Real Estate Appraisers
                                             (or its successor organization, or
                                             in the event there is no successor
                                             organization, the organization and
                                             designation most similar), and an
                                             "ASA" appraiser means an individual
                                             who holds the Senior Member
                                             designation conferred by, and is an
                                             independent member of, the American
                                             Society of Appraisers (or its
                                             successor organization, or, in the
                                             event there is no successor
                                             organization, the organization and
                                             designation most similar).

                                    ii.      Upon selection, Landlord's and
                                             Tenant's appraisers shall work
                                             together in good faith to agree
                                             upon which of the two Estimates
                                             most closely reflects the
                                             Prevailing Market rate for the
                                             Offering Space. The Estimate
                                             chosen by such appraisers shall be
                                             binding on both Landlord and
                                             Tenant as the Base Rent rate for
                                             the Offering Space, subject to the
                                             terms of Subsection b.iii. below.
                                             If either Landlord or Tenant fails
                                             to appoint an appraiser within the
                                             7 day period referred to above,
                                             the appraiser appointed by the
                                             other party shall be the sole
                                             appraiser for the purposes hereof.
                                             If the two appraisers cannot agree
                                             upon which of the two Estimates
                                             most closely reflects the
                                             Prevailing Market within 20 days
                                             after their appointment, then,
                                             within 10 days after the
                                             expiration of such 20 day period,
                                             the 2 appraisers shall select a
                                             third appraiser meeting the
                                             aforementioned criteria. Once the
                                             third appraiser has been selected
                                             as provided for above, then, as
                                             soon thereafter as practicable but
                                             in any case within 14 days, the
                                             third appraiser shall make his
                                             determination of which of the two
                                             Estimates most closely reflects
                                             the Prevailing Market rate and
                                             such Estimate shall be binding on
                                             both Landlord and Tenant as the
                                             Base Rent rate for the Offering
                                             Space, subject to the terms of
                                             Subsection b.iii below. If the
                                             third appraiser believes that
                                             expert advice would materially
                                             assist him, he may retain one or
                                             more qualified persons, to provide
                                             such expert advice. The parties
                                             shall share equally in the costs
                                             of the third appraiser and of any
                                             experts retained by the


                                      E-5
<PAGE>   48


                                            third appraiser. Any fees of any
                                            appraiser, counsel or experts
                                            engaged directly by Landlord or
                                            Tenant, however, shall be borne by
                                            the party retaining such appraiser,
                                            counsel or expert.

                                    iii.    Notwithstanding anything to the
                                            contrary contained herein, the
                                            parties hereby agree that Landlord
                                            shall not be obligated to accept a
                                            Prevailing Market rate for the
                                            Offering Space that is less than
                                            the then current Base Rent rate for
                                            the initial Premises, per rentable
                                            square foot per annum (the "Minimum
                                            Prevailing Market Rate"),
                                            regardless of any determination of
                                            Prevailing Market rate made by the
                                            appraisers, as described above.

                                    iv.      If the Prevailing Market rate has
                                             not been determined by the
                                             commencement date of the term for
                                             the Offering Space, Tenant shall
                                             pay Base Rent for the Offering
                                             Space upon the terms and
                                             conditions in effect for the
                                             initial Premises until such time
                                             as the Prevailing Market rate has
                                             been determined. Upon such
                                             determination, the Base Rent for
                                             the Offering Space shall be
                                             retroactively adjusted to the
                                             commencement of the term for the
                                             Offering Space. If such adjustment
                                             results in an underpayment of Base
                                             Rent by Tenant, Tenant shall pay
                                             Landlord the amount of such
                                             underpayment within 30 days after
                                             the determination thereof. If such
                                             adjustment results in an
                                             overpayment of Base Rent by
                                             Tenant, Landlord shall credit such
                                             overpayment against the next
                                             installment of Base Rent due under
                                             the Lease and, to the extent
                                             necessary, any subsequent
                                             installments until the entire
                                             amount of such overpayment has
                                             been credited against Base Rent.

                           c.       The Offering Space (including improvements
                                    and personalty, if any) shall be accepted
                                    by Tenant in its condition and as-built
                                    configuration existing on the earlier of
                                    the date Tenant takes possession of the
                                    Offering Space or as of the date the term
                                    for such Offering Space commences, unless
                                    the ROFO Advice or RFR Advice, as
                                    applicable, specifies any work to be
                                    performed by Landlord in the Offering
                                    Space, in which case Landlord shall perform
                                    such work in the Offering Space.

                  3.       With respect to Offering Space in the Building:

                           a.       The initial annual Base Rent rate per
                                    square foot for the Offering Space shall be
                                    the Base Rent rate per square foot for the
                                    Premises on the date the term for the
                                    Offering Space commences. The Base Rent
                                    rate for the Offering Space shall increase
                                    at such times and in such amount as Base
                                    Rent for the Premises, it being the intent
                                    of Landlord and Tenant that the Base Rent
                                    rate per rentable square foot for the
                                    Offering Space shall always be the same as
                                    the Base Rent rate per rentable square foot
                                    for the initial Premises.

                           b.       Tenant shall pay Additional Rent for the
                                    Offering Space on the same terms and
                                    conditions as described in Article IV of
                                    this Lease, including, without limitation,
                                    a Base Year of 2000.

                           c.       The Offering Space (including improvements
                                    and personalty, if any) shall be accepted
                                    by Tenant in its condition and as-built
                                    configuration existing on the earlier of
                                    the date Tenant takes possession of the
                                    Offering Space or as of the date the term
                                    for such Offering Space commences.

                           d.       Tenant shall be entitled to receive an
                                    improvement allowance (the "Work
                                    Allowance") per rentable square foot in the
                                    Offering Space


                                      E-6
<PAGE>   49


                                    leased by Tenant in an amount determined by
                                    multiplying $0.2188 by the number of full
                                    calendar months remaining in the initial
                                    Term on the commencement date for the
                                    Offering Space. For example, if there are
                                    48 full calendar months remaining in the
                                    initial Term on the commencement date of
                                    the Offering Space, Tenant shall be
                                    entitled to receive a Work Allowance of
                                    $10.51 per rentable square foot in the
                                    Offering Space ($0.2188 x 48 months =
                                    $10.51). Such Work Allowance shall be
                                    applied toward the cost of initial
                                    improvements to be performed in the
                                    Offering Space (the "Improvements"),
                                    including the cost of preparing plans,
                                    drawings and specifications in connection
                                    therewith. The Work Allowance shall be
                                    disbursed, up to the cost of the
                                    Improvements, within 30 days after delivery
                                    to Landlord of all documentation described
                                    in Section D of EXHIBIT D of this Lease
                                    relating to the Improvements in the
                                    Offering Space. Any portion of the Work
                                    Allowance exceeding the cost of
                                    Improvements in the Offering Space may be
                                    used by Tenant for any lawful purpose and
                                    shall be paid to Tenant within 30 days
                                    following the later of (i) completion of
                                    any Improvements in the Offering Space,
                                    (ii) Landlord's receipt of evidence of
                                    payment in full for all such Improvements,
                                    and (iii) delivery to Landlord of all
                                    documentation described in Section D of
                                    EXHIBIT D of this Lease with respect to all
                                    such Improvements. Landlord shall have no
                                    obligation to disburse any portion of the
                                    Work Allowance following the date which is
                                    12 months after the date Tenant is
                                    obligated to commence paying Base Rent for
                                    such Offering Space. Notwithstanding
                                    anything herein to the contrary, Landlord
                                    shall not be obligated to disburse any
                                    portion of the Work Allowance during the
                                    continuance of an uncured Monetary or
                                    material non-Monetary default under the
                                    Lease, and Landlord's obligation to
                                    disburse shall only resume when and if such
                                    default is cured. If Landlord enters into
                                    the general contract for the performance of
                                    the Improvements, then Landlord shall be
                                    entitled to deduct from the Work Allowance
                                    a construction management fee for
                                    Landlord's oversight of the Improvements in
                                    an amount equal to 4.5% of the total cost
                                    of the Improvements. If Tenant enters into
                                    the general contract for the performance of
                                    such work, then Landlord shall be entitled
                                    to a fee as described in Section IX.C of
                                    this Lease.

         D.       Offering Amendment.

                  1.       If Tenant exercises its Right of First Offer or
                           Right of First Refusal, Landlord shall prepare an
                           amendment (the "Offering Amendment") adding the
                           applicable Offering Space to the Premises on the
                           terms set forth herein and reflecting the changes in
                           the Base Rent, Rentable Square Footage of the
                           Premises, Tenant's Pro Rata Share and other
                           appropriate terms.

                  2.       A copy of the Offering Amendment shall be (i) sent
                           to Tenant within a reasonable time after receipt of
                           the Notice of Exercise executed by Tenant, and (ii)
                           executed by Tenant and returned to Landlord within
                           10 Business Days thereafter, but an otherwise valid
                           exercise of the Right of First Offer or Right of
                           First Refusal shall, at Landlord's option, be fully
                           effective whether or not the Offering Amendment is
                           executed.

         E.       Termination of Right of First Offer and Right of First
                  Refusal.

                  1.       Tenant's Right of First Offer with respect to a
                           particular Offering Space shall terminate on the
                           earlier to occur of: (i) September 30, 2005; (ii)
                           Tenant's failure to exercise its Right of First
                           Offer within the 7 day period following Tenant's
                           receipt of the ROFO Advice, as provided in Paragraph
                           A above, with respect to the particular Offering
                           Space which was offered to Tenant, and (iii) the
                           date Landlord would have provided Tenant a ROFO
                           Advice with respect to the particular Offering Space
                           if Tenant had not been in violation of one or more
                           of the conditions set forth


                                      E-7
<PAGE>   50


                           in subsections III.A.2(a)-(e) above. However, Tenant
                           shall continue to have a Right of First Refusal with
                           respect to any portion of such Offering Space which
                           a Prospect desires, as described in Section III.B
                           above, but subject to the termination of Tenant's
                           Right of First Refusal with respect to such Offering
                           Space, as described in Section III.E.2 below.

                  2.       Tenant's Right of First Refusal with respect to a
                           particular Offering Space (or portion thereof)
                           desired by a Prospect shall terminate on the earlier
                           to occur of: (i) September 30, 2005; (ii) Tenant's
                           failure to exercise its Right of First Refusal
                           within the 7 day period following Tenant's receipt
                           of the RFR Advice, as provided in Paragraph B above,
                           with respect to the particular Offering Space(or
                           portion thereof) desired by the Prospect, and (iii)
                           the date Landlord would have provided Tenant a RFR
                           Advice with respect to the particular Offering
                           Space(or portion thereof) desired by the Prospect if
                           Tenant had not been in violation of one or more of
                           the conditions set forth in subsections
                           III.A.2(a)-(e) above. Notwithstanding the foregoing,
                           if (A) Tenant was entitled to exercise its Right of
                           First Refusal, but failed to provide Landlord with a
                           Notice of Exercise within the 7 day period provided
                           in paragraph B above, or if Tenant provided Landlord
                           with a Notice of Exercise but Landlord and Tenant
                           failed to agree upon the Prevailing Market rate for
                           the Offering Space in Building 223 as described in
                           Section III.C.2.a above, and (B) Landlord does not
                           enter into a lease for the Offering Space with the
                           Prospect which triggered the RFR Advice, or any
                           entity or individual affiliated with or related to
                           such Prospect (collectively, the "Trigger
                           Prospect"), then Tenant shall once again have a
                           Right of First Refusal with respect to such Offering
                           Space, and Landlord will issue a new RFR Advice to
                           Tenant for such Offering Space when Landlord has a
                           Prospect, other than the Trigger Prospect, for such
                           Offering Space in Building 223 as described in
                           Section III.B. above. In addition, if Landlord does
                           enter into a lease for the Offering Space, Tenant
                           shall have a Right of First Refusal on such Offering
                           Space (subject to the terms hereof) upon the
                           expiration of the lease with the Prospect that
                           leased the Offering Space.

         F.       Notwithstanding anything herein to the contrary, Tenant's
                  Right of First Offer and Right of First Refusal are subject
                  and subordinate to the expansion rights (whether such rights
                  are designated as a right of first offer, right of first
                  refusal, expansion option or otherwise) of Federated
                  Department Stores, Inc. existing on the date hereof.

         G.       Prevailing Market Rate. For purposes hereof, Prevailing
                  Market rate shall mean the annual rental rate per square foot
                  for space comparable to the particular Offering Space in
                  Building 223 and office buildings comparable to Building 223
                  in the central Perimeter submarket in Atlanta, Georgia under
                  leases and renewal and expansion amendments being entered
                  into at or about the time that Prevailing Market is being
                  determined, giving appropriate consideration to tenant
                  concessions, brokerage commissions, tenant improvement
                  allowances, and the method of allocating operating expenses
                  and taxes (which items, if any, shall be provided to Tenant
                  to the extent considered in determining Prevailing Market
                  rate). Notwithstanding the foregoing, space leased under any
                  of the following circumstances shall not be considered to be
                  comparable for purposes hereof: (i) the term is for less than
                  the term of the Offering Space, (ii) the space is encumbered
                  by the option rights of another tenant, or (iii) the space
                  has a lack of windows and/or an awkward or unusual shape or
                  configuration. The foregoing is not intended to be an
                  exclusive list of space that will not be considered to be
                  comparable.

         H.       Memorandum of Option.

                  1.       Tenant, at its option, may execute and record a
                           memorandum of option, at Tenant's cost, to notice
                           any potential future owner of Building 223 that
                           Tenant holds a Right of First Offer and Right of
                           First Refusal affecting Building 223, as described
                           herein, provided such memorandum is approved by
                           Landlord. The memorandum shall specifically provide
                           that the Right of First Offer and Right of First
                           Refusal affecting Building 223


                                      E-8
<PAGE>   51


                           shall automatically expire, and Tenant agrees to
                           execute and record, at its cost, a release of such
                           memorandum, upon the earlier of (i) expiration or
                           earlier termination of this Lease; (ii) Tenant's
                           exercise, waiver or failure to timely exercise its
                           Right of First Offer and Right of First Refusal with
                           respect to all of the Offering Space in Building
                           223, subject to Tenant's recurring Right of First
                           Refusal rights as described in Section III.E.2
                           above, or (iii) September 30, 2005.

                  2.       If Landlord does not own Building 223 at the time
                           Tenant exercises its Right of First Offer or Right
                           of First Refusal with respect to a particular
                           Offering Space in Building 223, then Tenant and the
                           owner of Building 223 shall enter into a lease for
                           such Offering Space upon terms substantially similar
                           to those contained in this Lease, modified as
                           appropriate to reflect the terms and conditions
                           relating to such space as described herein.

IV.      ADDITIONAL SPACE IN FUTURE BUILDING.

         A.       If Landlord constructs an office building on the currently
                  vacant site located north of the Building, as shown on the
                  site plan attached hereto as EXHIBIT A-4 (such future
                  building, if constructed, shall be referred to herein for
                  convenience purposes only as the "Future Building"), and such
                  construction was not performed as a "build to suit" for a
                  prospective purchaser or prospective tenant of the site,
                  then, prior to entering into an agreement to lease space in
                  the Future Building with another party other than Tenant,
                  Landlord shall provide Tenant with a written notice (the
                  "Initial Future Building Notice") that space will be
                  available in the Future Building and, within 30 days after
                  Tenant's receipt of such notice, Tenant shall have the right
                  to provide written notice to Landlord of its desire to lease
                  additional space in the Building (the "Additional Space
                  Notice"), which Additional Space Notice shall specify the
                  approximate additional square footage that Tenant desires to
                  lease (referred to herein as the "Additional Space").
                  Notwithstanding the foregoing, Landlord shall not be required
                  to provide Tenant with an Initial Future Building Notice nor
                  shall Landlord be required to respond to Tenant's Additional
                  Space Notice if:

                  1.       Tenant is in default under the Lease beyond any
                           applicable notice and cure period at the time
                           Landlord would otherwise deliver the Initial Future
                           Building Notice; or

                  2.       more than 25% of the Premises is sublet at the time
                           Landlord would otherwise deliver the Initial Future
                           Building Notice; or

                  3.       the Lease has been assigned other than to a
                           Permitted Transferee (as defined in Section XII.E of
                           this Lease) or an Affiliate of Tenant (as defined in
                           Section I.S. of this Lease) prior to the date
                           Landlord would otherwise deliver the Initial Future
                           Building Notice; or

                  4.       Tenant or an Affiliate of Tenant is not occupying
                           the Premises on the date Landlord would otherwise
                           deliver the Initial Future Building Notice; or

                  5.       the Additional Space is not intended for the
                           exclusive use of Tenant during the Term.

                  B.       Within a reasonable time after receiving Tenant's
                  Additional Space Notice (not to exceed 30 days), Landlord
                  shall advise Tenant in writing (the "Future Building Advice")
                  of the terms, determined in good faith by Landlord, under
                  which Landlord would be willing to lease the Additional Space
                  to Tenant. If Tenant does not desire to lease such Additional
                  Space upon the terms and conditions designated by Landlord,
                  Tenant shall provide Landlord with written notice of rejection
                  (the "Rejection Notice") and Landlord and Tenant shall work
                  together in good faith to agree upon mutually acceptable terms
                  and conditions for the Additional Space. Upon agreement
                  between Landlord and Tenant regarding the terms for the
                  Additional Space, Landlord and Tenant shall enter into an
                  amendment, upon such terms, to add such Additional
                  Space to the Premises. If Landlord and Tenant are unable to
                  agree upon the terms for such Additional


                                      E-9
<PAGE>   52


                  Space within 30 days after Tenant's receipt of Landlord's
                  Future Building Advice, neither party shall have any further
                  obligation to the other under this Section IV and this Lease
                  shall continue in full force and effect with respect to the
                  then existing Premises.

V.       RENEWAL OPTION.

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

                  1.       Landlord receives notice of exercise ("Initial
                           Renewal Notice") not less than 12 full calendar
                           months prior to the expiration of the initial Term
                           and not more than 15 full calendar months prior to
                           the expiration of the initial Term; and

                  2.       Tenant is not in default under the Lease beyond any
                           applicable cure periods at the time that Tenant
                           delivers its Initial Renewal Notice or at the time
                           Tenant delivers its Binding Notice (as defined in
                           Section D below); and

                  3.       No more than 25% of the Premises is sublet at the
                           time that Tenant delivers its Initial Renewal Notice
                           or at the time Tenant delivers its Binding Notice;
                           and

                  4.       The Lease has not been assigned other than to a
                           Permitted Transferee (as defined in Section XII.E of
                           this Lease) or an Affiliate of Tenant (as defined in
                           Section I.S. of this Lease) prior to the date that
                           Tenant delivers its Initial Renewal Notice or prior
                           to the date Tenant delivers its Binding Notice.

         B.       The initial Base Rent rate per rentable square foot for the
                  Premises during the Renewal Term shall equal the Prevailing
                  Market (hereinafter defined) rate per rentable square foot
                  for the Premises.

         C.       Tenant shall pay Additional Rent (i.e. Tenant's Pro Rata
                  Share of Expense Excess and Tenant's Pro Rata Share of Tax
                  Excess) for the Premises during the Renewal Term in
                  accordance with Article IV of the Lease. Any change in the
                  Base Year, if any, will be properly reflected in the Renewal
                  Amendment (as defined below) and shall be considered when
                  determining the Prevailing Market rate.

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


                                     E-10
<PAGE>   53


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

         F.       For purposes hereof, "Prevailing Market" shall mean the arms
                  length fair market annual rental rate per rentable square
                  foot under renewal leases and amendments entered into on or
                  about the date on which the Prevailing Market is being
                  determined hereunder for space comparable to the Premises in
                  the Building and office buildings comparable to the Building
                  in the central Perimeter submarket of Atlanta, Georgia. The
                  determination of Prevailing Market shall take into account
                  any material economic differences between the terms of this
                  Lease and any comparison lease, such as brokerage
                  commissions, tenant concessions, tenant improvement
                  allowances and other concessions and the manner, if any, in
                  which the landlord under any such lease is reimbursed for
                  operating expenses and taxes (which items, if any, shall be
                  provided to Tenant to the extent considered in determining
                  the Prevailing Market rate for the Renewal Term). The
                  determination of Prevailing Market shall also take into
                  consideration any reasonably anticipated changes in the
                  Prevailing Market rate from the time such Prevailing Market
                  rate is being determined and the time such Prevailing Market
                  rate will become effective under this Lease.

VI.      ROOFTOP SPACE.

         A.       Provided Tenant selects a location on the roof of the
                  Building, reasonably acceptable to Landlord, for the
                  installation of the Dish/Antenna (defined below) (the "Roof
                  Space") in accordance with this Section VI within 12 months
                  after the Premises B Commencement Date, then Tenant shall
                  have the right to install and maintain the Dish/Antenna in
                  the Roof Space during the initial Term and any extension
                  thereof in accordance with this Section VI. The Roof Space
                  shall not exceed 40 square feet. However, if Tenant fails to
                  so designate the Roof Space, reasonably acceptable to
                  Landlord, within such 12 month period, then Tenant's rights
                  under this Section VI shall be subject to availability of
                  space on the roof of the Building for such purpose, as
                  reasonably determined by Landlord.

                  Subject to the foregoing, during the initial Term and any
                  extension thereof, Tenant shall have the right, in
                  consideration for payments of $300.00 per month (the
                  "Dish/Antenna Payments") commencing as of the date Tenant
                  installs any equipment in the Roof Space (the "Dish/Antenna
                  Payment Commencement Date") (upon each and every anniversary
                  of the Dish/Antenna Payment Commencement Date during the
                  initial Term and any renewal thereof, the Dish/Antenna
                  Payments shall increase by 5%, rounded to the nearest dollar,
                  from the rate in effect at the end of the immediately
                  preceding year), to lease space on the roof of the Building
                  for the purpose of installing (in accordance with Section
                  IX.C. of the Lease), operating and maintaining a dish/antenna
                  or other communication device approved by the Landlord (the
                  "Dish/Antenna"). The Dish/Antenna Payments shall constitute
                  Additional Rent under the terms of the Lease and Tenant shall
                  be required to make these payments, commencing as of the date
                  Tenant installs any equipment in the Roof Space, in strict
                  compliance with the terms of Section IV of the Lease.

                  Landlord reserves the right to relocate the Roof Space as
                  reasonably necessary during the Term, as same may be
                  extended, with at least 30 days notice. Landlord's
                  designation shall take into account Tenant's use of the
                  Dish/Antenna. Notwithstanding the foregoing, Tenant's right
                  to install the Dish/Antenna shall be subject to the approval
                  rights of Landlord and Landlord's architect and/or engineer
                  with respect to the plans and specifications of the
                  Dish/Antenna, the manner in which the Dish/Antenna is
                  attached to the roof of the Building and the manner in which
                  any cables are run to and from the Dish/Antenna. The precise
                  specifications and a general description of the Dish/Antenna
                  along with all documents Landlord reasonably requires to
                  review the installation of the


                                     E-11
<PAGE>   54


                  Dish/Antenna (the "Plans and Specifications") shall be
                  submitted to Landlord for Landlord's written approval no
                  later than 20 days before Tenant commences to install the
                  Dish/Antenna. Tenant shall be solely responsible for
                  obtaining all necessary governmental and regulatory approvals
                  and for the cost of installing, operating, maintaining and
                  removing the Dish/Antenna. Tenant shall notify Landlord upon
                  completion of the installation of the Dish/Antenna. If
                  Landlord determines that the Dish/Antenna equipment does not
                  comply with the approved Plans and Specifications, that the
                  Building has been damaged during installation of the
                  Dish/Antenna or that the installation was defective, Landlord
                  shall notify Tenant of any noncompliance or detected problems
                  and Tenant immediately shall cure the defects. If the Tenant
                  fails to promptly cure the defects, Tenant shall pay to
                  Landlord upon demand the cost, as reasonably determined by
                  Landlord, of correcting any defects and repairing any damage
                  to the Building caused by such installation. If Landlord, in
                  its reasonable discretion, deems it reasonably necessary, and
                  if, at the time Landlord approves the plans and
                  specifications for the Dish/Antenna, or within 30 days after
                  installation of the Dish/Antenna, Landlord informs Tenant
                  that aesthetic screening will be necessary, then Tenant shall
                  provide and install, at Tenant's sole cost and expense,
                  appropriate aesthetic screening, reasonably satisfactory to
                  Landlord, for the Dish/Antenna (the "Aesthetic Screening").

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

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

         D.       Tenant agrees to install only equipment of types and
                  frequencies which will not cause unreasonable interference to
                  Landlord or existing tenants of the Building. In the event
                  Tenant's equipment causes such interference, Tenant will
                  change the frequency on which it transmits and/or receives
                  and take any other steps necessary to eliminate the
                  interference. If said interference cannot be eliminated
                  within a reasonable period of time, in the reasonable
                  judgment of Landlord, then Tenant agrees to remove the
                  Dish/Antenna from the Roof Space. Landlord agrees to include
                  a provision similar to that contained in this Section D in
                  all future rooftop agreements Landlord may enter into with
                  respect to the Building.

         E.       Tenant shall, at its sole cost and expense, and at its sole
                  risk, install, operate and maintain the Dish/Antenna in a
                  good and workmanlike manner, and in compliance with all
                  Building, electric, communication, and safety codes,
                  ordinances, standards, regulations and requirements, now in
                  effect or hereafter promulgated, of the Federal Government,
                  including, without limitation, the Federal Communications
                  Commission (the "FCC"), the Federal Aviation Administration
                  ("FAA") or any successor agency of either the FCC or FAA
                  having jurisdiction over radio or telecommunications, and of
                  the state, city and county in which the Building is located.
                  Under this Lease, the Landlord and its agents assume no
                  responsibility for the licensing, operation and/or
                  maintenance of


                                     E-12
<PAGE>   55


                  Tenant's equipment. Tenant has the responsibility of carrying
                  out the terms of its FCC license (to the extent required to
                  be obtained) in all respects. The Dish/Antenna shall be
                  connected to Landlord's power supply in strict compliance
                  with all applicable Building, electrical, fire and safety
                  codes. Neither Landlord nor its agents shall be liable to
                  Tenant for any stoppages or shortages of electrical power
                  furnished to the Dish/Antenna or the Roof Space because of
                  any act, omission or requirement of the public utility
                  serving the Building, or the act or omission of any other
                  tenant, invitee or licensee or their respective agents,
                  employees or contractors, or for any other cause beyond the
                  reasonable control of Landlord, and subject to the following,
                  Tenant shall not be entitled to any rental abatement for any
                  such stoppage or shortage of electrical power. Any
                  interruption or termination of electrical service serving the
                  Roof Space due to the application of Laws, the failure of any
                  Building equipment, the performance of repairs, improvements
                  or alterations by Landlord, or the occurrence of any event or
                  cause beyond the reasonable control of Landlord is referred
                  to herein as a "Roof Top Service Failure". If Tenant is
                  unable to use the Dish/Antenna for a period in excess of 3
                  consecutive Business Days as a result of the Roof Top Service
                  Failure, then Tenant, as its sole remedy, shall be entitled
                  to receive an abatement of the Dish/Antenna Payments payable
                  hereunder during the period beginning on the 4th consecutive
                  Business Day of the Roof Top Service Failure and ending on
                  the day the electrical service has been restored to the Roof
                  Top Space. In no event, however, shall Landlord be liable to
                  Tenant for any loss or damage arising out of or in connection
                  with the Roof Top Service Failure. Neither Landlord nor its
                  agents shall have any responsibility or liability for the
                  conduct or safety of any of Tenant's representatives, repair,
                  maintenance and engineering personnel while in or on any part
                  of the Building or the Roof Space.

         F.       The Dish/Antenna, the appurtenances and the Aesthetic
                  Screening, if any, shall remain the personal property of
                  Tenant, and shall be removed by Tenant at its own expense at
                  the expiration or earlier termination of this Lease or
                  Tenant's right to possession hereunder. Tenant shall repair
                  any damage caused by such removal, including the patching of
                  any holes to match, as closely as possible, the color
                  surrounding the area where the equipment and appurtenances
                  were attached. Tenant agrees to maintain all of the Tenant's
                  equipment placed on or about the roof or in any other part of
                  the Building in proper operating condition and maintain same
                  in satisfactory condition as to appearance and safety in
                  Landlord's reasonable discretion. Such maintenance and
                  operation shall be performed in a manner to avoid any
                  interference with any other tenants or Landlord. Tenant
                  agrees that at all times during the Term, it will keep the
                  roof of the Building and the Roof Space free of all trash or
                  waste materials produced by Tenant or Tenant's agents,
                  employees or contractors.

         G.       In light of the specialized nature of the Dish/Antenna,
                  Tenant shall be permitted to utilize the services of its
                  choice for installation, operation, removal and repair of the
                  Dish/Antenna, the appurtenances and the Aesthetic Screening,
                  if any, subject to the reasonable approval of Landlord.
                  Notwithstanding the foregoing, Tenant must provide Landlord
                  with prior written notice of any such installation, removal
                  or repair and coordinate such work with Landlord in order to
                  avoid voiding or otherwise adversely affecting any warranties
                  granted to Landlord with respect to the roof. If necessary,
                  Tenant, at its sole cost and expense, shall retain any
                  contractor having a then existing warranty in effect on the
                  roof to perform such work (to the extent that it involves the
                  roof), or, at Tenant's option, to perform such work in
                  conjunction with Tenant's contractor. In the event the
                  Landlord contemplates roof repairs that could affect Tenant's
                  Dish/Antenna, or which may result in an interruption of the
                  Tenant's telecommunication service, Landlord shall formally
                  notify Tenant at least 30 days in advance (except in cases of
                  an emergency) prior to the commencement of such contemplated
                  work in order to allow Tenant to make other arrangements for
                  such service. If any such interruption of service lasts more
                  than 3 consecutive Business Days, then, beginning on the 4th
                  consecutive Business Day, Tenant's right to abate the
                  Dish/Antenna Payments as described in Section E above shall
                  apply.

         H.       Tenant shall not allow any provider of telecommunication,
                  video, data or related services ("Communication Services") to
                  locate any equipment on the roof of the Building or in the
                  Roof Space for any purpose whatsoever (other than equipment


                                     E-13
<PAGE>   56


                  leased to Tenant by any such provider specifically for use
                  exclusively in connection with Tenant's business in the
                  Premises), nor may Tenant use the Roof Space and/or
                  Dish/Antenna to provide Communication Services to an
                  unaffiliated tenant, occupant or licensee of another
                  building, or to facilitate the provision of Communication
                  Services on behalf of another Communication Services provider
                  to an unaffiliated tenant, occupant or licensee of the
                  Building or any other building.

         I.       Tenant acknowledges that Landlord may at some time establish
                  a standard license agreement (the "License Agreement") with
                  respect to the use of roof space by tenants of the Building.
                  Tenant, upon request of Landlord, shall enter into such
                  License Agreement with Landlord provided that such agreement
                  does not materially alter the rights of Tenant hereunder with
                  respect to the Roof Space and in no event shall Tenant be
                  obligated to pay more for its use of the Roof Space than as
                  described in this Section VI.

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

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

VII.     STORAGE SPACE.

         A.       During the initial Term and any renewal thereof, Landlord
                  agrees to lease to Tenant and Tenant accepts the space
                  containing approximately (a) 800 square feet on the ground
                  floor of the Building, (b) 400 square feet on the ground
                  floor of the Building, and 65 square feet on the ground floor
                  of the Building, as shown on EXHIBIT A-5 attached hereto
                  (collectively, the "Storage Space"). However, notwithstanding
                  the foregoing, the portion of the Storage Space described
                  above containing approximately 400 rentable square feet shall
                  not be leased to Tenant until such space becomes available,
                  which is scheduled to occur on or about February 1, 2000.
                  Further, the portion of the Storage Space containing 65
                  square feet described above is available for lease to Tenant
                  only if Tenant pays Landlord the reasonable cost to install a
                  demising wall and door to separately demise such space. In
                  addition to the Storage Space described above, Tenant shall
                  have an option to lease an additional approximately 800
                  square feet of storage space, located on the ground floor of
                  the Building as shown on EXHIBIT A-6 attached hereto (the
                  "Option Storage Space") when such Option Storage Space
                  becomes available. Tenant shall exercise the foregoing option
                  as follows: When Landlord informs Tenant that the Option
                  Storage Space is available for lease by Tenant (but prior to
                  leasing the Option Storage Space to any party other than the
                  current occupant of such space or its successors or assigns),
                  Tenant may elect to lease such space, upon the terms and
                  conditions contained in this Section VII (in which event, the
                  Option Storage Space shall be included within the definition
                  of Storage Space hereunder), by providing written notice to
                  Landlord within 7 days after Tenant's receipt of the notice
                  from Landlord. Failure to provide such written notice to
                  Landlord within the 7 day period shall be deemed a waiver of
                  Tenant's option rights with respect to the Option Storage
                  Space. The Storage Space shall be used by Tenant for the
                  storage of equipment, inventory or other non-perishable items
                  normally used in Tenant's business, and for no other purpose
                  whatsoever. Tenant


                                     E-14
<PAGE>   57


                  agrees to keep the Storage Space in a neat and orderly
                  fashion and to keep all stored items in cartons, file
                  cabinets or other suitable containers. All items stored in
                  the Storage Space shall be elevated at least 6 inches above
                  the floor on wooden pallets, and shall be at least 18 inches
                  below the bottom of all sprinklers located in the ceiling of
                  the Storage Space, if any. Tenant shall not store anything in
                  the Storage Space which is unsafe or which otherwise may
                  create a hazardous condition, or which may increase
                  Landlord's insurance rates, or cause a cancellation or
                  modification of Landlord's insurance coverage. Without
                  limitation, Tenant shall not store any flammable, combustible
                  or explosive fluid, chemical or substance nor any perishable
                  food or beverage products, except with Landlord's prior
                  written approval. Landlord reserves the right to adopt and
                  enforce reasonable rules and regulations governing the use of
                  the Storage Space from time to time. Upon expiration or
                  earlier termination of this Lease or Tenant's rights under
                  this Section, Tenant shall completely vacate and surrender
                  the Storage Space to Landlord in accordance with the terms of
                  this Lease. Without limitation, Tenant shall leave the
                  Storage Space in the condition in which it was delivered to
                  Tenant, reasonable wear and tear excepted, broom-clean and
                  empty of all personalty and other items placed therein by or
                  on behalf of Tenant.

         B.       Tenant shall pay rent for the Storage Space ("Storage Rent")
                  in the sum of $12.00 per square foot, per month, payable in
                  advance on or before the first day of each month of the Term.
                  Any partial month shall be appropriately prorated. Upon each
                  and every anniversary of the Commencement Date during the
                  initial Term and any renewal thereof, the Storage Rent shall
                  increase by 2%, rounded to the nearest dollar, from the rate
                  in effect at the end of the immediately preceding year. All
                  Storage Rent is deemed Rent under this Lease. The Storage
                  Rent shall be payable in the same manner that Base Rent is
                  payable under the Lease.

         C.       All terms and provisions of the Lease shall be applicable to
                  this Agreement, including, without limitation, Article XIV
                  (Indemnity and Waiver of Claims) Article XV (Tenant's
                  Insurance), and Article XXI (Limitation of Liability) except
                  that Landlord need not supply air-cooling, heat, water,
                  janitorial service, cleaning, passenger elevator service,
                  window washing or electricity (other than electricity for
                  standard storage space overhead lighting) to the Storage
                  Space and Tenant shall not be entitled to any work
                  allowances, rent credits, expansion rights or renewal rights
                  with respect to the Storage Space unless such concessions or
                  rights are specifically provided for herein with respect to
                  the Storage Space. Other than in connection with, and to the
                  extent of, Landlord's gross negligence and willful
                  misconduct, Landlord shall not be liable for any theft or
                  damage to any items or materials stored in the Storage Space,
                  it being understood that Tenant is using the Storage Space at
                  its own risk. Any default by Tenant under the Lease remaining
                  uncured for a period extending beyond the expiration of any
                  applicable cure period shall be a default under this Section
                  VII; any default by Tenant under this Section VII shall be a
                  default under this Lease; and the provisions of the Lease
                  with respect to Tenant defaults shall apply to any default by
                  Tenant hereunder. The Storage Space shall not be included in
                  the determination of Tenant's Pro Rata Share under the Lease
                  nor shall Tenant be required to pay Expenses or Taxes in
                  connection with the Storage Space.

         D.       Tenant agrees to accept the Storage Space in its condition
                  and "as-built" configuration existing on the earlier of the
                  date Tenant takes possession of the Storage Space or the
                  Commencement Date.

         E.       At any time and from time to time, Landlord shall have the
                  right to relocate the Storage Space to a new location which
                  shall be no smaller than the square footage of the Storage
                  Space. Landlord shall pay the direct, out-of-pocket,
                  reasonable expenses of such relocation.

         F.       If Tenant assigns the Lease or sublets all or any part of the
                  Premises other than to a Permitted Transferee (as described
                  in Article XII of this Lease), Landlord, at its option, may
                  cancel Tenant's rights under this Section VII effective as of
                  30 days after notice to Tenant. Additionally, notwithstanding
                  anything set forth in Article XII of the Lease to the
                  contrary, Tenant shall not, without the prior written consent
                  of Landlord, which consent may be withheld in Landlord's sole
                  discretion, assign, sublease, transfer or encumber the
                  Storage Space or grant any license,


                                     E-15
<PAGE>   58


                  concession or other right of occupancy or permit the use of
                  the Storage Space by any party other than Tenant or a
                  Permitted Transferee.

VIII.    SIGNAGE.

         A.       During the initial Term and any extension thereof, and
                  provided that Tenant is leasing and occupying at least 50% of
                  the rentable square feet in the Building, Tenant, at Tenant's
                  sole cost (subject to the Allowance, as described in EXHIBIT
                  D), shall have the following signage rights for its corporate
                  name:

                  1.       Subject to governmental approval, Tenant may install
                           an unlighted sign on the exterior Building facade
                           (the "Facade Sign") at the top of the Building, at a
                           location to be determined by Landlord, provided
                           Tenant installs the Facade Sign within 6 months
                           after the Commencement Date. Tenant shall be
                           responsible for all maintenance and repair costs of
                           the Facade Sign. The design, size and color of the
                           Facade Sign and the manner in which it is attached
                           to the Building shall be subject to the approval of
                           Landlord and all applicable governmental
                           authorities. Upon termination of this Lease or
                           Tenant's right to possession of the Premises, Tenant
                           shall remove the Facade Sign, at Tenant's cost, and
                           restore the facade of the Building to the condition
                           it was in prior to installation of the Facade Sign,
                           ordinary wear and tear excepted. During the initial
                           Term and any extension thereof, but subject to the
                           currently existing rights of any tenant under any
                           currently existing leases, and provided Tenant is
                           leasing and occupying at least 50% of the rentable
                           square footage in the Building, Landlord agrees
                           that, unless otherwise required by law, it will not
                           permit any other entity to install its name on the
                           exterior Building facade. However, it is agreed that
                           the foregoing shall not limit Landlord's right to
                           install the names of other entities or individuals
                           on a plaque or similar signage on the Building
                           [i.e., plaques or similar signage which can be read
                           only within a few feet of the signage plaque].

                  2.       Subject to governmental approval, and provided
                           Tenant installs such signage on the Monument Signs
                           within 6 months after the Commencement Date, Tenant
                           may install its name on one or both of (a) the
                           Building monument sign located in front of the
                           Building and (b) the building monument sign located
                           at the roadway entrance on Perimeter Center Parkway
                           (collectively, the "Monument Signs"). The design,
                           size and color of Tenant's name on the Monument
                           Signs shall be subject to Landlord's reasonable
                           approval, and Landlord shall have the right to
                           require that all names on the Monument Signs be of
                           the same size and style. Tenant's right to place its
                           name on the Monument Signs, and the location of
                           Tenant's name on the Monument Signs, shall be
                           subject to the existing rights of existing tenants
                           in the Building. Federated Department Stores, the
                           other tenant of the Building, does not have the
                           exclusive rights to include its name or sign on the
                           Monument Signs. Although the Monument Signs will be
                           maintained by Landlord, Tenant shall pay its
                           proportionate share of the cost of any maintenance
                           and repair associated with the Monument Signs. Upon
                           termination of this Lease or Tenant's right to
                           possession of the Premises, Tenant shall remove its
                           name and logo from the Monument Signs, at Tenant's
                           cost, and restore the Monument Signs to the
                           condition they were in prior to installation of
                           Tenant's name and logo thereon, ordinary wear and
                           tear excepted. During the initial Term and any
                           extension thereof, provided Tenant is leasing and
                           occupying at least 50% of the rentable square
                           footage in the Building, Landlord agrees that,
                           unless otherwise required by law, it will not permit
                           more than one other tenant's name to be included on
                           the Monument Signs (i.e. other than Tenant and
                           Landlord) and such other tenant's name shall be
                           included only if such other tenant occupies at least
                           one (1) full floor (whether by size or actual
                           location) in the Building. However, it is agreed
                           that nothing contained herein shall restrict
                           Landlord's ability to comply with any signage
                           requirements or obligations contained in any
                           currently existing leases affecting the Building.


                                     E-16
<PAGE>   59


                  Landlord has ordered new Monument Signs to replace the
                  existing Monument Signs. Landlord is willing to work with
                  Tenant to coordinate the installation of Tenant's name on the
                  Monument Signs so that Tenant may avoid the cost of
                  installing its name on the old Monument Signs prior to
                  replacement of same with the new Monument Signs.

         B.       If Tenant leases or occupies less than 50% of the rentable
                  square feet in the Building, Landlord shall have the right
                  (i) to require Tenant to remove the Facade Sign, at Tenant's
                  cost (or if Tenant fails to remove such signage within 30
                  days after written request from Landlord, then Landlord may
                  remove such signage and Tenant shall pay Landlord all costs
                  related thereto, as Additional Rent, within 30 days after
                  demand therefor), and (ii) to remove Tenant's name from the
                  Monument Signs, at Tenant's cost, payable as Additional Rent,
                  within 30 days after demand therefor.

         C.       The rights provided in this Section VIII shall be
                  non-transferable unless otherwise agreed by Landlord in
                  writing.

IX.      ENVIRONMENTAL MATTERS

         A.       Landlord represents, to the best of its knowledge, that the
                  Premises are free of Hazardous Materials (as defined below)
                  in amounts and conditions which pose danger to human beings
                  or in violation of applicable environmental laws.

         B.       Tenant shall not use, generate, manufacture, store or dispose
                  of, on or about the Premises, or transport to or from the
                  Premises, any flammable explosives, radioactive materials,
                  hazardous wastes, toxic substances, or any related materials
                  or substances, including, without limitation, any substance
                  defined as or included in the definition of "hazardous
                  substances" under any applicable federal, state or local law,
                  regulation or ordinance (collectively, "Hazardous
                  Materials").

         C.       Notwithstanding the provisions of this Section IX, Tenant and
                  Landlord shall have the right to use, generate and store on
                  the Premises and the Building, and transport to and from the
                  Premises and the Building, those Hazardous Materials which
                  are generally used in the ordinary course in first class
                  office buildings; provided, however, that Tenant's and
                  Landlord's use, generation, storage and transport thereof is
                  in compliance with all applicable federal, state and local
                  laws, regulations and ordinances.

         D.       Promptly, upon either Landlord's or Tenant's obtaining actual
                  knowledge thereof, such party shall immediately notify the
                  other party in writing of (i) any and all enforcement,
                  cleanup, removal or other governmental or regulatory actions
                  instituted, completed or threatened with respect to Hazardous
                  Materials pursuant to any applicable federal, state or local
                  law, ordinance or regulation, and (ii) all claims made or
                  threatened by any third party against Landlord, Tenant, or
                  the Premises relating to any damage, loss or injury, whether
                  to person or property, resulting from the Hazardous
                  Materials.

X.       ASBESTOS DISCLOSURE. Tenant acknowledges that it has previously been
         informed by Landlord that asbestos containing materials are located in
         the Building and, prior to performing any improvements or alterations
         in the Premises or any other portion of the Building, Tenant must
         comply with Landlord's operations and maintenance plan and manual and
         the procedures contained therein regarding the containment or removal
         of any asbestos containing materials from the Building. A copy of the
         "Report of Survey, Sampling and Evaluation for Asbestos-Containing
         Materials" for the Building dated February, 1999, prepared by Law
         Engineering and Environmental Services, Inc., as Law Project No.
         50140-8-2166-01-606 (the "Asbestos Report") has previously been
         delivered to Tenant. The Asbestos Report contains a summary of the
         location of the asbestos containing materials in the Building.

XI.      GENERATOR.

         A.       During the initial Term and any renewal thereof, Tenant shall
                  have the right to install a supplemental generator (the
                  "Generator") to provide emergency


                                     E-17
<PAGE>   60


                  additional electrical capacity to the Premises. The Generator
                  shall be placed at a location at the Property designated by
                  Landlord (the Generator Location"). However, Tenant's right to
                  install the Generator shall be subject to Landlord's
                  reasonable approval of the manner in which the Generator is
                  installed, the manner in which any cables are run to and from
                  the Generator to the Premises and the measures that will be
                  taken to eliminate any vibrations or sound disturbances from
                  the operation of the Generator. Landlord shall have the right
                  to require (at the time Landlord approves the plans for the
                  Generator and installation thereof or within 30 days after
                  installation of the Generator) an acceptable enclosure (e.g.
                  wood fencing and landscaping) to hide or disguise the
                  existence of the Generator and to minimize any adverse effect
                  that the installation of the Generator may have on the
                  appearance of the Building and Property. Tenant shall be
                  solely responsible for obtaining all necessary governmental
                  and regulatory approvals and for the cost of installing,
                  operating, maintaining and removing the Generator. Tenant
                  shall also be responsible for the cost of all utilities
                  consumed in the operation of the Generator. Notwithstanding
                  anything herein to the contrary, if Tenant does not install
                  the Generator on or before 6 months after the Commencement
                  Date or if Tenant, after installation, removes the Generator
                  from the Generator Location for reasons other than the repair
                  and replacement of the Generator, Tenant's right to install
                  the Generator and to use the Generator Location shall be null
                  and void.


         B.       Tenant shall be responsible for assuring that the
                  installation, maintenance, operation and removal of the
                  Generator will in no way damage the Building or Property.
                  Tenant agrees to be responsible for any damage caused to the
                  Building or Property in connection with the installation,
                  maintenance, operation or removal of the Generator and, in
                  accordance with the terms of Article XIV of the Lease, to
                  indemnify, defend and hold Landlord, its trustees, members,
                  principals, beneficiaries, partners, officers, directors,
                  employees, agents and mortgagees (collectively, the "Landlord
                  Related Parties") harmless from all liabilities, obligations,
                  damages, penalties, claims, costs, charges and expenses,
                  including, without limitation, reasonable architects' and
                  attorneys' fees (if and to the extent permitted by law), which
                  may be imposed upon, incurred by, or asserted against Landlord
                  or any of the Landlord Related Parties in connection with the
                  installation, maintenance, operation or removal of the
                  Generator and its appurtenances, including, without
                  limitation, any environmental and hazardous materials claims.

         C.       Tenant shall be responsible for the installation, operation,
                  cleanliness, maintenance and removal of the Generator and
                  appurtenances, all of which shall remain the personal property
                  of Tenant, and shall be removed by Tenant at its own expense
                  at the termination of the Lease. Tenant shall repair any
                  damage caused by such removal, including the patching of any
                  holes to match, as closely as possible, the color surrounding
                  the area where the Generator and appurtenance were attached.
                  Such maintenance and operation shall be performed in a manner
                  to avoid any unreasonable interference with any other tenants
                  or Landlord. Tenant agrees to maintain the Generator,
                  including without limitation, any enclosure installed around
                  the Generator, in good condition and repair. Tenant shall be
                  responsible for performing any maintenance and improvements to
                  any enclosure surrounding the Generator so as to keep such
                  enclosure in good condition.

         D.       Tenant, upon prior notice to Landlord and subject to the
                  reasonable rules and regulations enacted by Landlord, shall
                  have unlimited access to the Generator and its surrounding
                  area for the purpose of installing, operating, repairing,
                  maintaining and removing the Generator.

         E.       Tenant shall only test the Generator before or after Normal
                  Business Hours and upon prior notice to Landlord.

XII.     SUPPLEMENTAL HVAC UNITS.

         A.       Tenant, as part of the Initial Alterations, shall install one
                  or more (as required pursuant to Section IX.D. or other
                  provisions of this Lease) air-cooled stand alone package
                  heating, ventilation and air conditioning system in the
                  Premises (the
<PAGE>   61


                  "Package Unit(s)"). Alternatively, or in addition to the
                  foregoing, Tenant may utilize any existing supplemental HVAC
                  units currently located in the Premises, although Landlord
                  makes no representation or warranty as to the condition of
                  any such existing units and Tenant acknowledges that such
                  units are being made available in their "as is" condition and
                  Tenant will be using any such existing units solely at its
                  own risk. The Package Unit(s) installed by Tenant and any
                  existing supplemental HVAC units utilized by Tenant
                  collectively are called the "Supplemental HVAC Units". The
                  type and design of any Package Units to be installed by or on
                  behalf of Tenant shall be subject to the prior approval of
                  Landlord. Also, the location of the Supplemental HVAC Units
                  within the Premises, the manner in which the Supplemental
                  HVAC Units will be vented, and the manner in which the
                  Supplemental HVAC Units will access outside air shall also be
                  subject to Landlord's prior approval.

         B.       Tenant shall be responsible for the cost of all electricity
                  consumed in connection with the operation of such
                  Supplemental HVAC Units and for the cost of installing a
                  submeter to measure such electrical consumption. Tenant, at
                  its sole cost and expense, shall procure and maintain in full
                  force and effect, a contract (the "Service Contract") for the
                  service, maintenance, repair and replacement of the
                  Supplemental HVAC Units with a HVAC service and maintenance
                  contracting firm reasonably acceptable to Landlord. Tenant
                  shall follow all reasonable recommendations of said
                  contractor for the maintenance, repair and replacement of the
                  Supplemental HVAC Units. The Service Contract shall provide
                  that the contractor shall perform inspections of the
                  Supplemental HVAC Units at intervals of not less than 3
                  months and that having made such inspections, said contractor
                  shall furnish a complete report of any defective conditions
                  found to be existing with respect to the Supplemental HVAC
                  Units, together with any recommendations for maintenance,
                  repair and/or replacement thereof. Said report shall be
                  furnished to Tenant with a copy to Landlord. Upon the
                  expiration or earlier termination of this Lease, Tenant shall
                  have the right to remove the Supplemental HVAC Units
                  purchased by Tenant, and, to the extent required by Landlord
                  pursuant to Article VIII of this Lease, Tenant shall be
                  obligated to remove all such Supplemental HVAC Units
                  purchased by Tenant from the Premises in accordance with
                  Article VIII of this Lease.

XIII.    SHORT TERM RENEWAL OPTION.

         A.       Tenant, provided it is not in default beyond any applicable
                  notice and cure periods, and has not sublet the Premises or
                  assigned this Lease other than to a Permitted Transferee,
                  shall have the one time right to extend the Term (the "Short
                  Term Renewal Option"), as such Term may have been previously
                  extended, for a period of up to 2 months. Such Short Term
                  Renewal Option shall be exercised by providing written notice
                  (the "Short Term Renewal Notice") to Landlord on or before
                  120 days prior to the Termination Date, as same may have been
                  previously extended. Tenant's Short Term Renewal Notice must
                  specify the number of days that Tenant desires to extend the
                  Term (the "Desired Short Term Extension Period"), but shall
                  be no more than the permitted maximum extension period
                  described above in this Section XIII.A.

         B.       If Tenant properly exercises its Short Term Renewal Option,
                  then the Term shall be deemed extended commencing on the day
                  following the Termination Date, as same previously may have
                  been extended, and ending on the last day of the Desired
                  Short Term Extension Period (the "Short Term Renewal Term").
                  The Base Rent rate per rentable square foot for the Premises
                  during the Short Term Renewal Term shall equal 102% of the
                  Base Rent rate per rentable square foot for the Premises in
                  effect during the month of the Term immediately preceding the
                  commencement of the Short Term Renewal Term.

         C.       Tenant shall pay Additional Rent for the Premises during the
                  Short Term Renewal Term in accordance with the terms of this
                  Lease.

         D.       If Tenant is entitled to and properly exercises its Short
                  Term Renewal Option, Landlord, at its option, shall prepare
                  an amendment (the "Short Term Renewal Amendment") to reflect
                  changes in the Base Rent, Term, Termination Date and other
                  appropriate terms. Tenant shall execute and return such Short
                  Term


                                     E-19
<PAGE>   62


                  Renewal Amendment to Landlord within 15 days after Tenant's
                  receipt thereof from Landlord, but an otherwise valid
                  exercise of the Short Term Renewal Option shall be fully
                  effective whether or not the Short Term Renewal Amendment is
                  executed.

XIV.     MISCELLANEOUS.

         A.       Health Club Facility. Subject to governmental approval, and
                  provided no zoning changes are required to accommodate same,
                  subject to the following regarding zoning matters, Tenant, at
                  its cost, shall be permitted to install a health club
                  facility in the Premises for the sole and exclusive use of
                  Tenant, its permitted successors and assigns, and the
                  employees of Tenant, and its permitted successors and
                  assigns. All plans and specifications for the health club
                  facility shall be subject to Landlord's approval. Tenant
                  shall be responsible for any additional charges or costs
                  incurred by Landlord or the Building charges as a result of
                  the health club facility, including, without limitation, any
                  increase in energy costs, Taxes or insurance. All zoning
                  variances or special use permits required to enable Tenant to
                  install a health club facility as described herein shall be
                  subject to Landlord's reasonable approval. Landlord agrees to
                  reasonably cooperate with Tenant, at no cost to Landlord, in
                  connection with any zoning variances or special use permits
                  which Tenant may be required to obtain in order to install
                  the health club facility. However, in no event shall Landlord
                  be required to consent to any zoning changes, variances,
                  special use permits or any other zoning modifications which,
                  in Landlord's judgment, may adversely impact the current
                  zoning classification of the Building or Landlord's ability
                  to operate the Building as an office building.

         B.       Food Service. Currently, another tenant in Building 223
                  (defined in Section III of this EXHIBIT E) has contracted
                  separately with a food service provider to operate a food
                  service facility in Building 223. Currently, the food service
                  facility is open to the public. If the quality of the food
                  service in such facility decreases such that it is less than
                  what Tenant deems satisfactory, Landlord agrees, upon request
                  of Tenant, to discuss with the tenant that contracted with
                  the food service provider possible ways (without cost or
                  liability to Landlord or such other tenant) in which the
                  quality of the food service available to the public may be
                  increased or otherwise improved. Landlord shall keep Tenant
                  informed of discussions.

XV.      SELF HELP AND SET OFF RIGHTS.

         A.       Required Action. Except in the case of fire or other casualty
                  (in which case Article XVII of the Lease will control) and in
                  addition to, and not in lieu or reduction of, Tenant's rights
                  and remedies hereunder, if (i) Tenant provides written notice
                  (the "Repair Notice") to Landlord of a water leak in the
                  Premises caused by a problem with the roof of the Building or
                  leakage around the windows in the Premises, (ii) such leakage
                  is to such a degree that Tenant is unable to use (and
                  actually is not using) a substantial portion of its Premises
                  (which in the case of a roof leakage, shall mean that Tenant
                  is unable to use, at a minimum, a substantial portion of the
                  floor of the Premises closest to the roof), or such leakage
                  is substantially disrupting the use of a substantial portion
                  of the Premises or threatening damage to Tenant's computer or
                  data facilities in the Premises, (iii) the leakage is a
                  problem falling within Landlord's repair obligations under
                  this Lease, as more specifically described in Section IX.B.
                  of this Lease) (a "Required Action"), and (iv) Landlord fails
                  to cure the leakage problem within 60 days after Landlord's
                  receipt of the Repair Notice from Tenant (or within such
                  additional time thereafter as may be required to cure such
                  leak if such leak cannot be cured within such 60 day period
                  so long as Landlord commences such cure within the 60 day
                  period and diligently pursues all necessary steps required
                  for such cure and periodically provides Tenant with evidence
                  that Landlord is diligently pursuing such cure), then Tenant
                  may (but shall not be obligated to) proceed to take the
                  Required Action, pursuant to the terms of this Lease, and, at
                  least 10 days prior to commencing any such Required Action,
                  shall deliver a second written notice to Landlord specifying
                  that Tenant is about to take the Required Action (the "Second
                  Notice").


                                     E-20
<PAGE>   63


         B.       Restrictions on Action.

                  1.       Any such Required Action taken by Tenant in
                           accordance with this Section shall be contracted for
                           only through Landlord's contractors that provided
                           any then outstanding warranties with respect to the
                           roof or windows in the Building, as applicable, or,
                           if none, then through contractors that will not
                           adversely impact any warranties affecting the
                           Building. Any work performed by Tenant or its
                           contractors in connection with the Required Action
                           shall be performed in a manner so as to impact as
                           little as possible any warranties affecting the
                           Building. If any such work by Tenant or its
                           contractors will void any warranties affecting the
                           Building, then Tenant shall not be permitted to take
                           the Required Action, unless approved by Landlord in
                           writing, which approval shall not be unreasonably
                           withheld, conditioned or delayed.

                  2.       To the extent any Required Action by Tenant
                           adversely affects the warranties affecting any
                           portion of the Building, including any warranties
                           affecting the roof or windows in the Building, then
                           Tenant shall be directly responsible for any
                           increased costs Landlord may actually incur in
                           connection therewith.

                  3.       If any Required Action will affect the Common Areas
                           of the Building, any structure of the Building
                           (other than the roof or the windows, and then only
                           to the extent absolutely necessary for Tenant to
                           carry out the Required Action in order to cure the
                           leak in the roof or in the windows), the main
                           Building systems that service other occupants of the
                           Building (specifically including fire and life
                           safety systems) as opposed to merely the
                           distribution of such main Building systems within
                           Tenant's Premises, the structural integrity of the
                           Building, the exterior appearance of the Building,
                           or any other tenant's leased space, Tenant shall not
                           be permitted to take the Required Action.

         C.       Not Applicable to Original Landlord. The rights of Tenant
                  described in this Section XV shall not be available so long
                  as the Landlord originally named hereunder, any affiliates of
                  such Landlord, or any successor to such Landlord by merger or
                  purchase of Landlord (as opposed to purchase of the assets of
                  Landlord) is acting as the Landlord hereunder. As used
                  herein, "an affiliate of Landlord" shall mean any entity
                  controlling, controlled by or under common control with
                  Landlord.

         D.       Reimbursement for Action. If any Required Action is taken by
                  Tenant pursuant to the terms of this Section XV, then
                  Landlord shall reimburse Tenant for its reasonable and
                  documented third party out of pocket costs and expenses
                  incurred in taking the Required Action, up to a maximum sum
                  equal to two month's Base Rental for the Premises at the then
                  current rate under this Lease, within 30 days after receipt
                  by Landlord of an invoice from Tenant which sets forth a
                  reasonably particularized breakdown of its costs and expenses
                  in connection with taking the Required Action on behalf of
                  Landlord (the "Repair Invoice"). If Landlord does not
                  reimburse Tenant for a properly presented Repair Invoice
                  within 30 days of receipt, then Tenant may deduct from the
                  next Rent payable by Tenant under this Lease, the amount set
                  forth in the Repair Invoice, up to the maximum amount
                  permitted under this Section XV.D (the "Offset Right").
                  Tenant shall provide such backup materials and access to
                  books and records as Landlord shall reasonably require to
                  verify Tenant's actual costs of taking the Required Action.
                  Notwithstanding the foregoing provisions of this paragraph to
                  the contrary, if Landlord delivers to Tenant within 30 days
                  after receipt of the Repair Invoice, a written objection to
                  the payment of such invoice, setting forth with reasonable
                  particularity Landlord's reason for its claim that the
                  Required Action did not have to be taken by Landlord pursuant
                  to the terms of this Lease or that Tenant breached the terms
                  of this Section XV or that the charges are excessive (in
                  which case Landlord shall pay the amount it contends would
                  not have been excessive), then Tenant shall not be entitled
                  to deduct such amount from Rent, but the dispute may be
                  submitted to a court of competent jurisdiction in accordance
                  with the terms of this Lease for resolution and, if resolved
                  in Tenant's favor, Tenant shall be entitled to deduct such
                  amount, plus


                                     E-21
<PAGE>   64


                  any reasonable court costs and expenses and attorneys' fees
                  allowable under this Lease.



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



                             LANDLORD:

                             EOP-PERIMETER CENTER, L.L.C., A DELAWARE LIMITED
                             LIABILITY COMPANY

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

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

                                     By:
                                        ---------------------------------------
                                     Name:
                                          -------------------------------------
                                     Title:
                                           ------------------------------------



                             TENANT:

                             NOVA GEORGIA SERVICES, L.P., A GEORGIA LIMITED
                             PARTNERSHIP

                             By:
                                -----------------------------------------------
                             Name:
                                  ---------------------------------------------
                             Title:
                                   --------------------------------------------


                                     E-22
<PAGE>   65


                                                                       EXHIBIT F

                              HVAC SPECIFICATIONS


PERIMETER 219 HVAC DESIGN CRITERIA:

The HVAC equipment maintains conditions based upon Georgia Energy Code and the
local conditions specified in the 1981 edition of ASHRAE Handbook of
Fundamentals:

SUMMER:      78(degree)F at 50% relative humidity interior, based upon
             outside conditions of 92(Degree)F dry bulb and 74(Degree)F wet
             bulb.

WINTER:      68(degree)F interior based upon outside conditions of 17(Degree)F
             dry bulb.

This criteria is based upon the building standard usage of electricity and
lighting and is based upon a maximum of 150 square feet occupied per person.


                                      F-1
<PAGE>   66


                                                                       EXHIBIT G

                            CLEANING SPECIFICATIONS


I.       NIGHT CLEANING SPECIFICATIONS.

         A.       TENANT SPACES.

                  1.       Daily - five nights each week.

                           a.       Waste Baskets - empty and wipe clean. Only
                                    trash placed in waste baskets or clearly
                                    marked "Trash" removed.

                           b.       Desk and Table Tops - remove dust with
                                    treated cloth or lambswool duster. Dry wipe
                                    glass tops. Do not use furniture polish.
                                    Desk must be reasonably clear or all
                                    personal articles to be dusted. No personal
                                    article will be moved to dust around.

                           c.       Non-Carpeted Floors - sweep and damp mop.

                           d.       Carpeted Floors - vacuum/spot clean.

                           e.       Wash Basins - clean and sanitize.

                           f.       Drinking Fountains - clean, polish and
                                    sanitize. Scrub spout with wire brush.

                           g.       Breakrooms - Damp wipe counter tops,
                                    cabinets, fronts of appliances and sink.
                                    Spot clean walls. Damp mop floors. Reset
                                    furniture.

                           h.       Conference Room Tables - Dry wipe for
                                    fingerprints and dust.

                  2.       Semi-Weekly - two nights each week.

                           a.       Files and Shelves - dust.

                           b.       Interior Building Surfaces - dust within
                                    reach of attendant with lambswool extension
                                    duster.

                           c.       Interior Glass Panels and Door Frames -
                                    spot clean, wash overall as often as
                                    needed.

                           d.       Interior Vertical Walls and Woodwork - spot
                                    clean.

                           e.       Vinyl or Plastic Chair Pads - dust.

                  3.       Weekly - one night each week.

                           a.       Pictures/Wall Hangings - dust.

                           b.       Louvered Doors/Interior Shutters - dust.

                           c.       Office Furniture - dust within reach.

                           d.       Carpeted Floors - detail vacuum (edge).

                           e.       Vinyl Tile Floors - spray buff.

                           f.       Cove Base - damp wipe.

                           g.       Light Switches - remove fingerprints.


                                      G-1
<PAGE>   67


                           h.       Dust chairs including chair legs. Re-set
                                    chairs under tables.

                           i.       Deskside and intermediate recycling
                                    containers - empty.

                  4.       Monthly - one night each month.

                           a.       Blinds - remove dust with treated cloth.

                           b.       Vinyl Tile Floors - strip and re-wax.

                           c.       Ceiling and Corners - dust within reach of
                                    telescopic duster.

                  5.       Quarterly - one night every three months.

                           a.       Drapes - dust within reach.

                           b.       Ceiling Vents, Vertical Surface, High
                                    Moldings, Cornice and Overhead Pipes vacuum
                                    and remove dust within reach.

                           c.       Upholstered Furniture - remove dust and
                                    debris.

                  6.       Annual - one night every twelve months.

                           a.       Light Fixture (fluorescent, flush type) -
                                    dust.

                           b.       Recessed Light - dust and wipe lens down.

                           c.       Waste Receptacles - metal and plastic
                                    receptacles washed and sanitized; wood
                                    receptacles sprayed with disinfectant and
                                    wiped clean.

         B.       CORRIDORS.

                  1.       Daily - five nights a week.

                           a.       Carpets - vacuum.

                           b.       Non-carpeted Floors - sweep and damp mop.
                                    Remove spills.

                           c.       Janitor Sinks - clean and sanitize.

                           d.       Doors - clean. Wipe down push plates, pull
                                    plates and kick plates.

                           e.       Damp Mopping - in areas of construction or
                                    elsewhere, if needed.

                           f.       Ash Urn/Trash Receptacles - remove waste.
                                    Wipe interior and exterior surfaces.

                           g.       Drinking Fountains - clean and sanitize.

                           h.       Building Surfaces - spot clean.

                  2.       Semi-Weekly - two nights a week.

                           a.       Vertical Surfaces - dusted within reach of
                                    telescopic duster.

                           b.       Elevator and Standard Doors - wipe down.

                  3.       Weekly - one night each week.

                           a.       Cove Base - damp wipe down.

                           b.       Carpeted Floors - detail vacuum (edge).

                           c.       Vinyl Tile Flooring - spray buff.


                                      G-2
<PAGE>   68


                  4.       Monthly - one night each month.

                           a.       Janitor Closets - sweep and mop.

                           b.       Mechanical Rooms - sweep and mop.

                           c.       Waste Receptacles - wash and sanitize.

                           d.       Vinyl Tile Flooring - strip and re-wax.

                  5.       Quarterly - one night every three months.

                           a.       Fabric Walls - spot clean with dry powder
                                    or extract.

         C.       RESTROOMS.

                  1.       Daily - five nights each week.

                           a.       Trash - remove waste and clean receptacle.

                           b.       Tile Floors - sweep and mop with germicidal
                                    disinfectant.

                           c.       Carpeted Floors - vacuum area including
                                    vestibule.

                           d.       Wash Basin/Urinals/Commodes - clean,
                                    sanitize and descale.

                           e.       Shelving/Dispensers/Chrome
                                    Dispensers/Chrome Fixtures - damp wipe.

                           f.       Sanitary Napkin Receptacles - empty, clean
                                    and disinfect. Replace liner.

                           g.       Partitions - dust tops and sides. Damp wipe
                                    clean.

                           h.       Towel/Tissue Receptacles - replenish with
                                    materials specified by property management.
                                    Replace towels or tissues when receptacle
                                    is 3/4 empty. Rolls should feed over the
                                    top. No extra rolls left in stall.

                           i.       Fitting/Supply Pipes/Brightwork - clean and
                                    polish.

                           j.       Walls - spot clean with germicidal
                                    disinfectant.

                           k.       Mirrors - clean.

                           l.       All Surfaces - remove dust.

                           m.       Doors - clean and wipe down push plates,
                                    pull plates and kick plates.

                  2.       Weekly - one night each week.

                           a.       Floor Drains - flush with water and
                                    disinfectant.

                           b.       Exhaust Fan - remove dust.

                           c.       Doors - dust frames.

                           d.       Partitions - clean and polish hinges.

                           e.       Light Switches - remove fingerprints.



                                      G-3
<PAGE>   69


                  3.       Monthly - one night each month.

                           a.       All Floors - machine scrub tiles and grout.

                           b.       Walls - wash with a germicidal
                                    disinfectant.

                  4.       Quarterly - one night every three months.

                           a.       White Grout Floors - bleach with sodium
                                    hydrochloric solution.

         D.       ELEVATORS.

                  1.       Daily - five nights each week.

                           a.       Carpets - detail vacuum (edge).

                           b.       Walls/Trim/Doors - wipe clean, remove dust
                                    and fingerprints from interior and exterior
                                    surfaces.

                           c.       Floor Tracks - vacuum and wipe clean; brush
                                    and polish tracks and saddles.

                           d.       Call Panel - wipe clean, remove
                                    fingerprints.

                  2.       Weekly - one night each week.

                           a.       Clean ceilings and lamps.

                           b.       Clean exterior doors.

         E.       LOBBY.

                  1.       Daily - five nights each week.

                           a.       Carpets - vacuum.  Spot clean.

                           b.       Stairs - at building entrances - sweep and
                                    spot clean.

                           c.       Non-Carpeted Floors - sweep and damp mop.
                                    Vacuum and shake out mats.

                           d.       Doors - clean. Wipe down pull plates, push
                                    plates and kick plates.

                           e.       Handrails - damp wipe.

                           f.       Interior and Exterior Ash Urn/Trash
                                    Receptacles - remove waste. Wipe interior
                                    and exterior surfaces.

                           g.       Building Surfaces and Furniture - remove
                                    dust with lambswool duster.

                           h.       Directory Boards/Kiosks - remove dust and
                                    fingerprints.

                  2.       Weekly - one night each week.

                           a.       Janitor Closets - sweep and mop.

                           b.       Vinyl Tile flooring - spray buff.

                           c.       Formica Surfaces - damp wipe.

                           d.       Cove Base - damp mop.

                           e.       Carpets - detail clean (edge).


                                      G-4
<PAGE>   70


                           f.       Building Entrance - clean threshold.

                  3.       Monthly - one night each month.

                           a.       Waste Receptacles - clean/sanitize interior
                                    and exterior.

                           b.       Vinyl Tile Flooring - strip and re-wax.

                           c.       Clean marble surface as directed by
                                    property management.

         F.       BUILDING STAIRWAYS AND LANDINGS.

                  1.       Daily - five nights each week.

                           a.       Stairs - remove trash.

                           b.       Stairway Landings - sweep/vacuum.

                           c.       Doors - clean. Wipe down push plates, pull
                                    plates and kick plates.

                  2.       Weekly - one night each week.

                           a.       Stairs - scrub stairs and stair corners
                                    and/or mop surfaces.

                  3.       Monthly - one night each month.

                           a.       Stairs - scrub stairs and stair corners.

         G.       RETAIL. Night staff will make best efforts to clean space
                  prior to tenants close of business.

         H.       PATIOS/SIDEWALKS.

                  1.       Daily - five nights each week.

                           a.       Police for trash - all areas including
                                    planting beds and along curbs.

                           b.       Empty trash receptacles and ash urns.

                           c.       Straighten furniture.

                           d.       Remove gum.

                           e.       Services performed as necessary.

                           f.       Steam and/or pressure wash pavers.

                           g.       Clean/wash fountains, chairs and trash
                                    receptacles.

         I.       LOADING DOCK AREA.

                  1.       Daily - five nights each week.

                           a.       Keep dumpster and surrounding area free of
                                    debris, water and oil.

                           b.       Maintain all ramps and stairs free of
                                    debris and spills.

                  2.       Weekly - one night each week.

                           a.       Hand or machine scrub dock, ramps and
                                    stairs.

                           b.       Clean handrails.



                                      G-5
<PAGE>   71


                  3.       Monthly - one night each month.

                           a.       Machine scrub or pressure wash parking
                                    area.

                           b.       Remove gum.

         J.       SECURITY CONSOLE/CONTROL CENTER (IF APPLICABLE).

                  1.       Daily - five nights each week.

                           a.       Area to be kept clean and spotless at all
                                    times.

                           b.       All furniture, fixtures, glass, doors,
                                    thresholds, etc. to be cleaned and
                                    polished.

                           c.       Computer equipment and alarm boards are not
                                    to be touched without approval of property
                                    management and only with the supervision of
                                    building engineer.

II.      DAYPORTER RESPONSIBILITIES.

         A.       DAILY.

                  1.       Pick up trash throughout grounds, including parking
                           lots, park entrances and picnic areas. Clean trash
                           from tree grates and planters.

                  2.       Police stairtowers, corridors and loading dock for
                           trash, debris, cigarette butts, door props, etc.

                  3.       Police all restrooms, stairtowers, vacant spaces,
                           lobbies and corridors for burned out bulbs (fixtures
                           and exit lights) and for stained ceiling tiles.

                  4.       Sweep/vacuum all entrance plazas, exterior
                           stairwells, garages, etc.

                  5.       Inspect restrooms. Re-stock supplies as necessary.
                           Clean counters. Compact trash or replace trash bags
                           as necessary.

                  6.       Clean perimeter door glass, inside and out; polish
                           door handles.

                  7.       On all floors, remove cigarette butts and trash from
                           elevator lobby ashtrays. Replace sand as necessary.

                  8.       At all building entrances, remove cigarette butts
                           and trash from ashtrays. Replace sand as necessary.

                  9.       Wipe off equipment and mirrors in health clubs and
                           pick up trash.

                  10.      Check and clean conference rooms twice daily. Clean
                           kitchen area including dishes (if applicable).

                  11.      Clean smoking room (if applicable) and empty trash
                           cans and ashtrays (if applicable).

                  12.      Clean janitorial closets and organize their contents
                           as necessary.

                  13.      Add or replace air freshener products as needed,
                           with product to be supplied by property manager.

         B.       WEEKLY.

                  1.       Check stairwells inside once each week and parking
                           deck stairwell twice each week. Dust and pick up
                           trash as needed.

         C.       MONTHLY.


                                      G-6
<PAGE>   72


                  1.       Pressure wash (equipment provided by property
                           manager) sidewalks, entrance plazas, parking garage
                           areas, exterior stairs, etc., as required by
                           property manager.

                  2.       Inspect all restrooms. Test all fixtures and
                           dispensers and make repair list for faucets, soap
                           dispensers, toilet tissue dispensers, toilets, wall
                           covering, door closures, etc.

         D.       AS NEEDED.

                  1.       Respond to tenant calls or work-orders, particularly
                           for the following typical requests: lock-outs; extra
                           trash/recycling pick-up; toilet/sink clogs and
                           related clean-ups; light bulb replacements (when
                           property manager's staff is not available); special
                           vacuuming for meetings; follow-up on items not
                           finished by night cleaners; errand-running; memo
                           delivery.

                  2.       Lay calcium chloride on sidewalks (foul weather
                           only).

                  3.       Perform special projects as directed by property
                           manager from time to time.

                  4.       Vacuum lobby and elevator carpets and walk-off mats;
                           put out "Caution: Wet Floor" signs when it rains.
                           Clean entrance doors, side glass and ash urns. Shine
                           all metal surfaces as necessary.

                  5.       Sweep and/or damp mop granite, ceramic and other
                           non-carpeted common area flooring as necessary,
                           particularly after it rains.

                  6.       Remove trash, debris and dead leaves from planter
                           bed areas in lobbies.

                  7.       Clean glass on lobby directory.

                  8.       Remove fingerprints from and polish as necessary all
                           brushed or polished chrome and brass finishes on
                           doors, around elevators, and inside elevators on
                           lobby level; polish lobby handrails.

                  9.       On all floors, spot vacuum corridor carpets.

                  10.      Perform special projects as directed by property
                           manager or Contractor from time to time.

         E.       WINDOW WASHING.

                  1.       Exterior Windows:  Twice each calendar year.
                  2.       Interior Windows:  Once each calendar year.


                                      G-7
<PAGE>   73


                                                                       EXHIBIT H

            NON-DISTURBANCE, ATTORNMENT AND SUBORDINATION AGREEMENT


         THIS AGREEMENT is made and entered into this _____ day of ______,
19__, by and among METROPOLITAN LIFE INSURANCE COMPANY, A NEW YORK CORPORATION
(hereinafter called the "Lender"), NOVA GEORGIA SERVICES, L.P., A GEORGIA
LIMITED PARTNERSHIP (hereinafter called the "Tenant") and EOP-PERIMETER CENTER,
L.L.C., A DELAWARE LIMITED LIABILITY COMPANY (hereinafter called the
"Landlord").


                                   WITNESSETH


         WHEREAS, on ________________ Landlord entered into and delivered that
certain Deed to Secure Debt and Security Agreement in favor of Lender recorded
in Deed Book ______, Page ______ Records of ______________ County, Georgia
(said Deed to Secure Debt and Security Agreement being hereinafter called the
"Security Deed"), conveying the property described therein, which is located at
_____________________________________, ________________ County, Georgia and
commonly known as _________________________, to secure the payment of the
indebtedness described in the Security Deed;

         WHEREAS, Landlord and Tenant made and entered into that certain Lease,
dated _________________________, 19__, with respect to certain premises therein
described, known as __________________ (said Lease being hereinafter called the
"Lease"; said premises being hereinafter called the "Leased Premises"); and

         WHEREAS, the parties hereto desire to enter into this Non-Disturbance,
Attornment and Subordination Agreement;

         NOW THEREFORE, for and in consideration of the mutual covenants
hereinafter set forth, Lender, Tenant and Landlord hereby covenant and agree as
follows:

         1.       Non-Disturbance. So long as no default exists, nor any event
                  has occurred which has continued to exist for such period of
                  time (after notice, grace or cure periods, if any, required
                  by the Lease) as would entitle the lessor under the Lease to
                  terminate the Lease or would entitle such lessor to
                  dispossess the lessee thereunder, the Lease shall not be
                  terminated, nor shall such lessee's use, possession or
                  enjoyment of the Leased Premises be interfered with nor shall
                  the leasehold estate granted by the Lease be affected in any
                  other manner, in any exercise of the power of sale contained
                  in the Security Deed, or by any foreclosure or any action or
                  proceeding instituted under or in connection with the
                  Security Deed or in case the Lender takes possession of the
                  property described in the Security Deed pursuant to any
                  provisions thereof, unless the lessor under the Lease would
                  have had such right if the Security Deed had not been made,
                  except that the person or entity acquiring the interest of
                  the lessor under the Lease as a result of any such action or
                  proceeding, and the successors and assigns thereof
                  (hereinafter called the "Purchaser") shall not be (a) liable
                  for any act or omission of any prior lessor under the Lease
                  of which Lender has not received notice and the opportunity
                  to cure from Tenant; or (b) subject to any offsets or
                  defenses which the lessee under the Lease might have against
                  any prior lessor under the Lease of which Lender has not
                  received notice and the opportunity to cure from Tenant; or
                  (c) bound by any base rent, percentage rent or any other
                  payments which the lessee under the Lease might have paid for
                  more than the current month to any prior lessor under the
                  Lease; or (d) bound by any amendment or modification of the
                  Lease made without Lender's prior written consent, if such
                  consent is required pursuant to the terms of the Security
                  Deed; or (e) bound by any consent by any lessor under the
                  Lease to any assignment of the lessee's interest in the Lease
                  made without also obtaining Lender's prior written consent
                  (to the extent such consent may be required under the Lease),
                  if such consent is required pursuant to the terms of the
                  Security Deed.

         2.       Attornment. If the interests of the lessor under the Lease
                  shall be transferred by reason of the exercise of the power
                  of sale contained in the Security Deed, or by


                                      H-1
<PAGE>   74


                  any foreclosure or other proceeding for enforcement of the
                  Security Deed, the lessee thereunder shall be bound to the
                  purchaser under all of the terms, covenants and conditions of
                  the Lease for the balance of the term thereof and any
                  extensions or renewals thereof which may be effected in
                  accordance with any option therefor in the Lease, with the
                  same force and effect as if the Purchaser were the lessor
                  under the Lease, and Tenant, as lessee under the Lease, does
                  hereby attorn to the Purchaser, including the Lender if it be
                  the Purchaser, as its lessor under the Lease. Said attornment
                  shall be effective and self-operative without the execution
                  of any further instruments upon the succession by Purchaser
                  to the interest of the lessor under the Lease. The respective
                  rights and obligations of Purchaser and of the lessee under
                  the Lease upon such attornment, to the extent of the then
                  remaining balance of the term of the Lease and any such
                  extensions and renewals, shall be and are the same as now set
                  forth in the Lease except as otherwise expressly provided
                  herein.

         3.       Subordination. Subject in all respects to the provisions of
                  Paragraph 1 hereof, Tenant hereby subordinates all of its
                  right, title and interest as lessee under the Lease to the
                  right, title and interest of the Lender under the Security
                  Deed and Tenant further agrees that the Lease now is and
                  shall at all times continue to be subject and subordinate in
                  each and every respect to the Security Deed and to any and
                  all increases, renewals, modifications, extensions,
                  substitutions, replacements and/or consolidations of the
                  Security Deed.

         4.       Notice of Default by Lessor. Tenant, as lessee under the
                  Lease, hereby covenants and agrees to give Lender written
                  notice properly specifying wherein the lessor under the Lease
                  has failed to perform any of the covenants or obligations of
                  the lessor under the Lease, simultaneously with the giving of
                  any notice of such default to the lessor under the provisions
                  of the Lease. Tenant agrees that Lender shall have the right,
                  but not the obligation, within 30 days after receipt by
                  Lender of such notice (or within such additional time as is
                  reasonably required to correct such default not to exceed 120
                  days) to correct or remedy or cause to be corrected or
                  remedied, each such default before the lessee under the Lease
                  may take any action under the Lease by reason of such
                  default. Such notices to Lender shall be delivered in
                  duplicate to:

                  Metropolitan Life Insurance Company
                  One Madison Avenue
                  New York, New York  10010
                  Attn:  Executive Vice President Real Estate Investments

                  and

                  Metropolitan Life Insurance Company
                  303 Perimeter Center North
                  Suite 600
                  Atlanta, Georgia  30346
                  Attn:  Vice President

                  or to such other address as the Lender shall have designated
                  to Tenant by giving written notice to Tenant at the Leased
                  Premises or to such other address as may be designated by
                  written notice from Tenant to Lender.

         5.       No Further Subordination. Landlord and Tenant covenant and
                  agree with Lender that there shall be no further
                  subordination of the interest of lessee under the Lease to
                  any Lender or to any other party without first obtaining the
                  prior written consent of Lender. Any attempt to effect a
                  further subordination of lessee's interest under the Lease
                  without first obtaining the prior written consent of Lender
                  shall be null and void.

         6.       As to Landlord and Tenant. As between Landlord and Tenant,
                  Landlord and Tenant covenant and agree that nothing herein
                  contained nor anything done pursuant to the provisions hereof
                  shall be deemed or construed to modify the Lease.

         7.       As to Landlord and Lender. As between Landlord and Lender,
                  Landlord


                                      H-2
<PAGE>   75


                  and Lender covenant and agree that nothing herein contained
                  nor anything done pursuant to the provisions hereof shall
                  be deemed or construed to modify the Security Deed.

         8.       Title of Paragraph. The titles of the paragraphs of this
                  agreement are for convenience and reference only, and the
                  words contained therein shall in no way be held to explain,
                  modify, amplify or aid in the interpretation, construction or
                  meaning of the provisions of this agreement.

         9.       Governing Law. This agreement shall be governed by and
                  construed in accordance with the laws of the State of
                  Georgia.

         10.      Provisions Binding. The terms and provisions hereof shall be
                  binding upon and shall inure to the benefit of the heirs,
                  executors, administrators, successors and permitted assigns,
                  respectively, of Lender, Tenant and Landlord. The reference
                  contained to successors and assigns of Tenant is not intended
                  to constitute and does not constitute a consent by Landlord
                  or Lender to an assignment by Tenant, but has reference only
                  to those instances in which the lessor under the Lease and
                  Lender shall have given written consent to a particular
                  assignment by Tenant thereunder.



         IN WITNESS WHEREOF, the parties have hereunto set their respective
hands and seals as of the day, month and year first above written.



As to Tenant:                             TENANT:

Signed, sealed and delivered              -------------------------------------
in the presence of:

                                          -------------------------------------
-------------------------------------     By:
Unofficial Witness                           ----------------------------------
                                          Its:
                                              ---------------------------------


------------------------------------
Notary Public


           [NOTARIAL SEAL]


Commission Expiration Date:

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


                                      H-3
<PAGE>   76


As to Landlord:                          LANDLORD:

Signed, sealed and delivered              -------------------------------------
in the presence of:

                                          -------------------------------------
-------------------------------------     By:
Unofficial Witness                           ----------------------------------
                                          Its:
                                              ---------------------------------


------------------------------------
Notary Public


           [NOTARIAL SEAL]


Commission Expiration Date:

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



As to Lender:                             LENDER:

Signed, sealed and delivered              METROPOLITAN LIFE INSURANCE
in the presence of:                       COMPANY, A NEW YORK CORPORATION


------------------------------------      -------------------------------------
Unofficial Witness                        By:      Robert P. Edwards
                                          Its:     Assistant Vice President


------------------------------------
Notary Public


           [NOTARIAL SEAL]


Commission Expiration Date:

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


                                      H-4
<PAGE>   77


                                                                       EXHIBIT I

                               GUARANTY OF LEASE

         FOR VALUE RECEIVED and in consideration for and as an inducement to
EOP-PERIMETER CENTER, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY ("Landlord")
to lease certain real property to NOVA GEORGIA SERVICES, L.P., A GEORGIA
LIMITED PARTNERSHIP, as tenant ("Tenant"), pursuant to a lease dated ________,
_____ (the "Lease") by and between Landlord and Tenant, the undersigned, NOVA
CORPORATION, A DELAWARE CORPORATION ("Guarantor"), does hereby unconditionally
and irrevocably guarantee to Landlord the punctual payment of all Rent (as such
term is defined in the Lease) payable by Tenant under the Lease throughout the
term of the Lease and any and all renewals and extensions thereof in accordance
with and subject to the provisions of the Lease, and the full performance and
observance of all other terms, covenants, conditions and agreements therein
provided to be performed and observed by Tenant under the terms of the Lease,
for which the undersigned shall be jointly and severally liable with Tenant. If
any default on the part of Tenant shall occur under the Lease, the undersigned
does hereby covenant and agree to pay to Landlord in each and every instance
such sum or sums of money and to perform each and every covenant, condition and
agreement under the Lease as Tenant is and shall become liable for or obligated
to pay or perform under the Lease, together with the costs reasonably incurred
by Landlord in connection therewith, including, without limitation, reasonable
attorneys' fees. Such payments of Rent and other sums shall be made monthly or
at such other intervals as the same shall or may become payable under the
Lease, including any accelerations thereof, all without requiring any notice
from Landlord (other than any notice required by the Lease) of such non-payment
or non performance, all of which the undersigned hereby expressly waives.

         The maintenance of any action or proceeding by Landlord to recover any
sum or sums that may be or become due under the Lease and to secure the
performance of any of the other terms, covenants and conditions of the Lease
shall not preclude Landlord from thereafter instituting and maintaining
subsequent actions or proceedings for any subsequent default or defaults of
Tenant under the Lease. The undersigned does hereby consent that without
affecting the liability of the undersigned under this Guaranty and without
notice to the undersigned, time may be given by Landlord to Tenant for payment
of Rent and such other sums and performance of said other terms, covenants and
conditions, or any of them, and such time extended and indulgence granted, from
time to time, or Tenant may be dispossessed or Landlord may avail itself of or
exercise any or all of the rights and remedies against Tenant provided by law
or by the Lease, and may proceed either against Tenant alone or jointly against
Tenant and the undersigned or against the undersigned alone without first
prosecuting or exhausting any remedy or claim against Tenant. The undersigned
expressly waives the right to require Landlord to take action against Tenant as
provided for in O.C.G.A. 10-7-24 (Michie 1981, as amended or hereafter
amended). The undersigned does hereby further consent to any subsequent change,
modification or amendment of the Lease in any of its terms, covenants or
conditions, or in the Rent payable thereunder, or in the premises demised
thereby, or in the term thereof, and to any assignment or assignments of the
Lease, and to any subletting or sublettings of the premises demised by the
Lease, and to any renewals or extensions thereof, all of which may be made
without notice to or consent of the undersigned and without in any manner
releasing or relieving the undersigned from liability under this Guaranty.

         The undersigned does hereby agree that the bankruptcy of Tenant shall
have no effect on the obligations of the undersigned hereunder. The undersigned
does hereby further agree that in respect of any payments made by the
undersigned hereunder, the undersigned shall not have any rights based on
suretyship, subrogation or otherwise to stand in the place of Landlord so as to
compete with Landlord as a creditor of Tenant, unless and until all claims of
Landlord under the Lease shall have been fully paid and satisfied.

         Neither this Guaranty nor any of the provisions hereof can be
modified, waived or terminated, except by a written instrument signed by
Landlord. The provisions of this Guaranty shall apply to, bind and inure to the
benefit of the undersigned and Landlord and their respective heirs, legal
representatives, successors and assigns. The undersigned, if there be more than
one, shall be jointly and severally liable hereunder, and for purposes of such
several liability the word "undersigned" wherever used herein shall be
construed to refer to each of the undersigned parties separately, all in the
same manner and with the same effect as if each of them had signed separate
instruments, and this Guaranty shall not be revoked or impaired as to any of
such parties by the death of another party or by revocation or release of any
obligations hereunder of any other party. If Landlord should retain counsel
and/or institute any

                                      I-1
<PAGE>   78


suit against Guarantor to enforce this Guaranty or any covenants or obligations
hereunder, then Guarantor shall pay to Landlord, upon demand, all reasonable
attorneys' fees, costs and expenses, including, without limitation, court
costs, filing fees, recording costs, and all other costs and expenses incurred
in connection therewith (all of which are referred to herein as "Enforcement
Costs"), in addition to all other amounts due hereunder. This Guaranty shall be
governed by and construed in accordance with the internal laws of the state
where the premises demised by the Lease are located. For the purpose solely of
litigating any dispute under this Guaranty, the undersigned submits to the
jurisdiction of the courts of said state.

         IN WITNESS WHEREOF, the undersigned has executed this Guaranty as of
the date of the Lease.



ATTEST/ WITNESS:                    GUARANTOR:


                                       NOVA CORPORATION, A DELAWARE CORPORATION


                                       By:
--------------------------------          -------------------------------------

Name (print):                          Name:
            --------------------            -----------------------------------
                                       Title:
--------------------------------             ----------------------------------

Name (print):
             -------------------



STATE OF                   )
         -----------------
                                            ) SS
COUNTY OF                  )
          ----------------

         BE IT REMEMBERED, that on the ____ day of ___________, 19__, before
me, a Notary Public in and for said County personally appeared
__________________________ _____________________________, by
__________________, its ___________ President, the GUARANTOR in the foregoing
GUARANTY who acknowledged that the signing thereof was the duly authorized act
and deed of said corporation and his free and voluntary act and deed as said
officer for the uses and purposes therein mentioned.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal on the day and year first above written.


                                                -------------------------------
                                                         Notary Public

My Commission Expires:
                      ------------------------


                                      I-2