<PAGE>   1




                                  OFFICE LEASE



                                     between



                            DEERFIELD HOLDINGS, L.P.
                         a Georgia limited partnership,

                                    Landlord


                                       and


                      INTEGRATED INFORMATION SYSTEMS, INC.,
                             a Delaware corporation,

                                     Tenant


                                __________, 2000
<PAGE>   2
                                  LEASE SUMMARY


DATE:            ___________________, 2000

LANDLORD:        DEERFIELD HOLDINGS, L.P., a Georgia limited partnership

TENANT:          INTEGRATED INFORMATION SYSTEMS, INC., a Delaware corporation

SUITE NUMBER:    100

PREMISES AND
FLOOR(S):        12,306 square feet of Rentable Area located on the First (1st)
                 Floor
      [SECTION 1.1(b)]

<TABLE>
<CAPTION>
AREA OF THE PREMISES:         FLOOR               USABLE AREA     RENTABLE AREA
                              -----               -----------     -------------
<S>                           <C>                 <C>             <C>
      [SECTION 1.2]
                               1                    10,632           12,306
                    TOTAL                           10,632           12,306
                    -----    ======                 ======           ======
</TABLE>


RENTABLE AREA OF THE BUILDING: 101,776  rentable square feet
      [SECTION 1.3(a)]

TENANT'S PERCENTAGE SHARE: 12.09 %
      [SECTION 1.3(b)]


LEASE TERM:             Five (5) years
      [SECTION 2.1
      AND EXHIBIT "E"]

COMMENCEMENT DATE:      June 1, 2000
      [SECTION 2.1]
EXPIRATION DATE:        April 30, 2005
      [SECTION 2.1]

BASE RENTAL:
      [SECTION 3.1]

<TABLE>
<CAPTION>
      Portion          Annual Base   Annual Base   Monthly Base
   of Lease Term       Rental/RSF       Rental        Rental

<S>                    <C>           <C>            <C>
Year 1                    $20.75     $255,349.56    $21,279.13
     2                    $21.04     $258,918.24    $21,576.52
     3                    $21.33     $262,487.04    $21,873.92
     4                    $21.63     $266,178.84    $22,181.57
     5                    $21.93     $269,870.64    $22,489.22
</TABLE>


OPERATING EXPENSES STOP: $6.50 (per square foot of Rentable Area of the
                         Building)
<PAGE>   3
<TABLE>
<S>                       <C>
      [SECTION 3.3]

COMMITMENT DEPOSIT:       $21,279.13
      [SECTION 3.4]

SECURITY DEPOSIT:         $ N/A
      [SECTION 3.5]

USE:  [SECTION 5.1]       General office use.

TENANT'S BROKER AND       Carter & Associates
      ADDRESS FOR         1275 Peachtree Street, N.E.
                          Suite 100
      NOTICES:            Atlanta, Georgia 30367
      [SECTION 9.1]       Facsimile: 404-888-3308
                          Attention: John Flack

TENANT'S ADDRESS FOR
      NOTICES:            Integrated Information Systems, Inc.
      [SECTION 9.2(a)]    1560 W. Fountainhead Parkway
                          Suite 200
                          Tempe, Arizona 85282
                          Facsimile: (480)317-8010
                          Attention: Corporate Counsel

      WITH A COPY TO:     Integrated Information Systems, Inc.
                          100 Deerfield Point
                          12725 Morris Road Extension
                          Suite 100
                          Alpharetta, Georgia 30004
                          Attention: Mike Wells

LANDLORD'S ADDRESS FOR    Deerfield Holdings, L.P.
      NOTICES:            50 Glenlake Parkway
      [SECTION 9.2(a)]    Suite 570
                          Atlanta, Georgia 30328
                          Facsimile: 770-395-0069
                          Attention: Ed Bishop

      WITH A COPY TO:     Parker, Hudson, Rainer & Dobbs LLP
                          1500 Marquis Two Tower
                          285 Peachtree Center Avenue, NE
                          Atlanta, Georgia 30303
                          Attention: Kenneth H. Kraft, Esq.
                          Facsimile:  (404)-522-8409

PARKING SPACES:           4 (four) spaces for each 1,000 square feet of Usable Area of the Premises
      [SECTION 9.15]


LANDLORD'S ALLOWANCE:     $21.00 per square foot of Rentable Area of Premises, for total Landlord's
                          Allowance of $258,426.00.
      [EXHIBIT "C" AND
      SECTION 3.02]
</TABLE>
<PAGE>   4
                                  OFFICE LEASE

                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
<S>                                                                                         <C>
I.     PREMISES AND OTHER DEFINITIONS ....................................................  -  1 -
       1.1      Premises .................................................................  -  1 -
       1.2      Area of the Premises .....................................................  -  2 -
       1.3      Tenant's Percentage Share ................................................  -  2 -
       1.4      "Operating Expenses" .....................................................  -  2 -
       1.5      "Prime Rate" .............................................................  -  4 -
       1.6      "Property Taxes" .........................................................  -  4 -
II.    TERM, ASSIGNMENT AND SUBLETTING ...................................................  -  5 -
       2.1      Term .....................................................................  -  5 -
       2.2      Tenant Acceptance Agreement ..............................................  -  5 -
       2.3      Removal of Tenant's Personal Property ....................................  -  5 -
       2.4      Holding Over .............................................................  -  6 -
       2.5      Assignment and Subleasing ................................................  -  6 -
       2.6      Transfer of Tenants ......................................................  -  8 -
       2.7      Right of Recapture .......................................................  -  8 -
III.   RENT, RENT ADJUSTMENT AND DEPOSITS ................................................  -  8 -
       3.1      Base Rental ..............................................................  -  8 -
       3.2      [INTENTIONALLY DELETED] ..................................................  -  8 -
       3.3      Operating Expenses and Property Taxes ....................................  -  8 -
       3.4      Commitment Deposit .......................................................  - 10 -
       3.5      Security Deposit .........................................................  - 10 -
       3.6      Payments .................................................................  - 10 -
       3.7      Rent for Partial Months ..................................................  - 10 -
IV.    PREPARATION, MAINTENANCE AND REPAIR OF PREMISES ...................................  - 11 -
       4.1      Preparation of the Premises ..............................................  - 11 -
       4.2      Repairs by Tenant ........................................................  - 11 -
       4.3      Repairs by Landlord ......................................................  - 11 -
       4.4      Alterations by Tenant ....................................................  - 11 -
       4.5      Discharge of Liens .......................................................  - 12 -
       4.6      Damage and Destruction ...................................................  - 12 -
       4.7      Eminent Domain ...........................................................  - 14 -
       4.8      Reports of Defects .......................................................  - 14 -
       4.9      Landlord's Right to Enter Premises .......................................  - 14 -
V.     USE AND SERVICES ..................................................................  - 15 -
       5.1      Use ......................................................................  - 15 -
       5.2      Services .................................................................  - 15 -
</TABLE>

                                      -i-
<PAGE>   5
<TABLE>
<CAPTION>
<S>                                                                                         <C>
VI.    COMPLIANCE WITH LAWS ..............................................................  - 17 -
       6.1      Tenant's Compliance with Laws ............................................  - 17 -
       6.2      Rent Control .............................................................  - 17 -
       6.3      Building Alterations .....................................................  - 17 -
       6.4      Taxes Payable by Tenant ..................................................  - 17 -
VII.   INSURANCE, LIABILITY AND INDEMNIFICATION ..........................................  - 18 -
       7.1      Insurance ................................................................  - 18 -
       7.2      Waiver of Subrogation ....................................................  - 18 -
       7.3      Indemnity ................................................................  - 18 -
       7.4      Liability of Landlord ....................................................  - 19 -
       7.5      Limitation of Liability ..................................................  - 20 -
VIII.  EVENT OF DEFAULT AND RELATED REQUIREMENTS .........................................  - 20 -
       8.1      Default and Remedies .....................................................  - 20 -
       8.2      Insolvency or Bankruptcy .................................................  - 24 -
       8.3      Late Payments ............................................................  - 24 -
       8.4      Attorneys' Fees for Collection ...........................................  - 25 -
       8.5      Waiver of Homestead ......................................................  - 25 -
       8.6      No Waiver of Rights ......................................................  - 25 -
IX.    MISCELLANEOUS PROVISIONS ..........................................................  - 25 -
       9.1      Broker ...................................................................  - 25 -
       9.2      Addresses and Notices ....................................................  - 25 -
       9.3      Entire Agreement and Exhibits ............................................  - 26 -
       9.4      Subordination and Attornment .............................................  - 26 -
       9.5      Estoppel Certificate .....................................................  - 27 -
       9.6      Severability .............................................................  - 27 -
       9.7      Captions .................................................................  - 27 -
       9.8      Successors and Assigns ...................................................  - 27 -
       9.9      Georgia Law ..............................................................  - 28 -
       9.10     Time is of the Essence ...................................................  - 28 -
       9.11     Execution ................................................................  - 28 -
       9.12     Force Majeure ............................................................  - 28 -
       9.13     Multiple Tenants .........................................................  - 28 -
       9.14     Mutual Warranty of Authority .............................................  - 28 -
       9.15     Parking Rights ...........................................................  - 28 -
       9.16     No Recordation of Lease ..................................................  - 28 -
       9.17     Hazardous Substances .....................................................  - 29 -
       9.18     Names ....................................................................  - 30 -
       9.19     Shared Communications Services ...........................................  - 30 -
       9.20     Ownership and Management Disclosure ......................................  - 30 -
       9.21     Effect of Lease Termination ..............................................  - 30 -
       9.22     Special Stipulations .....................................................  - 30 -
</TABLE>


                                     - ii -
<PAGE>   6
                              SCHEDULE OF EXHIBITS

EXHIBIT "A": Floor Plan(s)

          ATTACHMENT "A-1" First Refusal Space

          ATTACHMENT "A-2" 200 Building First Refusal Space

EXHIBIT "B": Tenant Acceptance Agreement

EXHIBIT "C": Tenant Improvement Agreement

          ATTACHMENT "C-1" Base Building Condition

          ATTACHMENT "C-2": Schedule for Planning, Pricing and Construction of
                            Tenant Improvements

EXHIBIT "D": Rules and Regulations

EXHIBIT "E": Special Stipulations



                                    - iii -
<PAGE>   7
                                  OFFICE LEASE



      THIS LEASE AGREEMENT (the "Lease"), dated as of ___________, 2000, made by
and between the undersigned Landlord and the undersigned Tenant;


                          W I T N E S S E T H  T H A T:


      Landlord, for and in consideration of the rents, covenants, agreements,
and stipulations herein contained, to be paid, kept, and performed by Tenant,
has leased and rented, and by these presents hereby leases and rents unto
Tenant, and Tenant hereby leases upon the terms and conditions herein contained,
the Premises described in Section 1.1(b) below, with no easement for light or
air included in the Premises. This Lease shall create the relationship of
landlord and tenant between Landlord and Tenant; no estate shall pass out of
Landlord, and Tenant has only a usufruct which is not subject to levy and sale.
So long as Tenant shall observe and perform the covenants and agreements binding
on it hereunder and subject to the terms and provisions hereof, Tenant shall at
all times during the Lease Term peacefully and quietly have and enjoy possession
of the Premises.

      This Lease shall be applied and construed in a commercially reasonable
manner. Whenever herein the consent, approval or concurrence of either Landlord
or Tenant shall be required for action or forbearance by the other party, it is
agreed that such consent, approval or concurrence shall not be unreasonably
withheld, delayed or conditioned, except as to matters specified as being in the
discretion or sole discretion of the party from which the consent, approval or
concurrence is required. Discretionary consent, approval or concurrence may be
withheld, delayed or conditioned without regard to any standard of
reasonableness.


                                       I.

                         PREMISES AND OTHER DEFINITIONS


      Unless the context otherwise specifies or requires, the following terms
shall have the meanings herein specified:

      1.1 Premises. Terms used in defining Premises are:

            (a) The term "Building" shall mean 100 Deerfield Point, 12725 Morris
      Road Extension, Alpharetta, Georgia 30004, which consists of a an office
      building with four (4) floors of office space.
<PAGE>   8
            (b) The term "Premises" shall mean that portion of the Building
      located on the floor(s) of the Building specified in the Lease Summary,
      which portion is shown on the floor plan(s) attached hereto as Exhibit
      "A". Upon any expansion or contraction of the Premises pursuant to the
      terms of this Lease or other agreement of the parties, the term "Premises"
      shall be deemed to apply to such space as adjusted by such expansion or
      contraction.

      1.2 Area of the Premises. Terms used in defining the area of the Premises
are:

            (a) The "Rentable Area" of the Premises for all purposes of this
      Lease shall be the agreed quantity of square footage so designated in the
      Lease Summary. The "Rentable Area" or any space on any multi-tenant floor
      of the Building shall be determined by multiplying the Usable Area of such
      space by a factor of 1.1575 and the "Rentable Area" of any space on any
      floor of the Building leased entirely to a single tenant shall be
      determined by multiplying the Usable Area of such space by a factor of
      1.1085.

            (b) The "Usable Area" of the Premises for all purposes of this Lease
      shall be the agreed quantity of square footage so designated in the Lease
      Summary. The "Usable Area" of the Premises and of the Building shall be
      the "usable area" thereof as defined and calculated pursuant to the
      Standard Method for Measuring Floor Area in Office Buildings (ANSI/BOMA
      Z65.1-1996).

      1.3 Tenant's Percentage Share. Terms used in defining Tenant's Percentage
Share are:

            (a) The "Rentable Area" of the Building is as set forth in the Lease
      Summary attached to this Lease.

            (b) Based upon the initial Premises, the term "Tenant's Percentage
      Share" means and shall be equal to the percentage stated in the Lease
      Summary. Landlord and Tenant acknowledge that Tenant's Percentage Share
      has been obtained by dividing the Rentable Area of the Premises by
      ninety-five percent (95%) of the agreed Rentable Area of the Building, and
      multiplying the quotient by 100. In the event Tenant's Percentage Share is
      changed during a calendar year by reason of a change in the Rentable Area
      of the Premises or the Rentable Area of the Building, Tenant's Percentage
      Share shall thereafter mean the result obtained by using the revised
      Rentable Area in the foregoing formula. If the Tenant's Percentage Share
      changes during a calendar year, Tenant's Percentage Share for the calendar
      year shall be determined on the basis of the number of days during such
      calendar year at each percentage share.

      1.4 "Operating Expenses" shall mean all costs paid or incurred by Landlord
in the management, operation, maintenance, repair and security of the Building
and related amenities in a prudent, businesslike and commercially reasonable
manner, including, without limitation, the following:

            (a) Costs and expenses for the maintenance and repair of the
      Building and the personal property used in connection therewith,
      including, without limitation, (i) the heating, ventilating, and air
      conditioning equipment, (ii) plumbing and electrical systems, (iii) light
      bulbs and glass, including replacement thereof, and (iv) elevators.

            (b) Cleaning and janitorial costs and expenses, including window
cleaning expenses, for the Building.



                                      -2-
<PAGE>   9
      (c) Landscaping and grounds maintenance costs and expenses.

      (d) Utility costs and expenses including, without limitation, those for
electricity and other fuels and forms of power or energy, water charges, sewer
and waste disposal.

      (e) Costs and expenses of redecorating, repainting, and recarpeting the
common areas of the Building; provided, however, that, except as specified in
subsections (f) and (j) hereof, the costs of structural changes to the Building
which should be capitalized in accordance with sound accounting principles shall
not be allocated or charged to the Premises without Tenant's prior written
approval.

      (f) Costs of all repairs, alterations, additions, changes, replacements,
and other items required by any law or governmental regulation imposed after the
date of this Lease including structural changes, regardless of whether such
costs, when incurred, are classified as capital expenditures.

      (g) Cost of wages and salaries of all persons engaged in the management,
operation, maintenance, repair and security of the Building, and so-called
fringe benefits, including social security taxes, unemployment insurance taxes,
costs for providing coverage for disability benefits, costs of any pensions,
hospitalization, welfare or retirement plans, or any other similar or like
expense incurred under the provisions of any collective bargaining agreement,
costs of uniforms, and all other costs or expenses which the Landlord pays to or
on behalf of employees engaged in the management, operation, maintenance, repair
and security of the Building. This item of Operating Expenses shall include,
without limitation, executive salaries, expenses, fringe benefits and other
compensation to management personnel to the extent reasonably and directly
allocable to the management, operation maintenance, repair and security of the
Building.

      (h) Charges of any independent contractor which, under contract with the
Landlord or its manager or representatives, does any of the work of operating,
maintaining, repairing or providing security for the Building.

      (i) All reasonable legal and accounting fees and expenses, including,
without limitation, such fees and expenses related to seeking or obtaining
reductions in and/or refunds of Property Taxes.

      (j) Amortization over such period of time as Landlord shall reasonably
determine, with interest at a rate per annum equal to the greater of (i) the
Prime Rate plus two percentage points or (ii) the rate Landlord is paying for
funds borrowed for the purpose of financing the capital improvements in
question, of capital expenditures for capital improvements made by Landlord
after completion of the Building where such capital improvements are for the
purpose of, or result in, reducing Operating Expenses.

      (k) Landlord's insurance costs and expenses for all types of insurance
carried by Landlord with respect to the Building.

      (l) Security service costs and expenses.

      (m) Management fees and expenses.

      (n) Property Taxes.




                                      -3-
<PAGE>   10
      (o) Such other costs, fees and expenses paid by Landlord from time to
time, in connection with the management, operation, maintenance, repair and
security of the building.

Operating Expenses shall not include (i) depreciation on the Building other than
depreciation on exterior window blinds provided by Landlord and carpeting in
public corridors and common areas, (ii) tenant improvement costs, (iii) real
estate brokers' commissions, (iv) interest and capital items other than those
referred to above, and (v) the cost of special services rendered to a particular
tenant of the Building, which are payable by such tenant. If the average
occupancy level was less than ninety-five (95%) percent of the total Rentable
Area of the Building during a calendar year, the actual Operating Expenses
(exclusive of Property Taxes for this purpose only) for that calendar year shall
be adjusted to equal Landlord's reasonable estimate of Operating Expenses had
ninety-five (95%) percent of the total Rentable Area of the Building been
occupied. For purposes of determining Operating Expenses for any calendar year,
Property Taxes shall be determined as if the Building were fully assessed,
regardless of the actual amount of Property Taxes. Landlord and Tenant
acknowledge that certain of the costs of management, operations, maintenance,
repair and security of the development from time to time shall be allocated
among and shared by the owners of two or more of the buildings in the
development (including the Building). The determination of such costs and their
allocation shall be made by Landlord in accordance with sound accounting
principles. Accordingly, the term "Operating Expenses", as used in this Lease,
from time to time shall include some costs, expenses, and taxes enumerated above
which were incurred with respect to other buildings in the development but which
are allocated to and shared by the Building in accordance with the foregoing.
Notwithstanding the foregoing, Tenant understands and agrees that its rights to
use other portions of the development of which the Building is a part are those
available to the general public and that this Lease does not grant to it
additional rights of use.

      1.5 "Prime Rate" shall mean the rate of interest announced from time to
time by Wachovia Bank of Georgia, N.A. as its prime rate of interest. An
increase or decrease in the Prime Rate shall result in a corresponding increase
or decrease in the rate of interest being charged hereunder and shall take
effect on the day the increase or decrease in the Prime Rate is made effective.
In the event that Wachovia Bank of Georgia, N.A. shall abandon or abolish the
practice of publishing the Prime Rate, or should the same become
unascertainable, Landlord shall designate a comparable reference rate which
shall then be deemed to be the Prime Rate under this Lease.

      1.6 "Property Taxes" shall mean the following: (a) personal property ad
valorem taxes imposed upon the furniture, fixtures, machinery, equipment,
apparatus, systems, and appurtenances used in connection with the Building for
the operation thereof; (b) real estate ad valorem taxes, assessments, impact
fees, sewer charges and transit taxes; and (c) any other federal, state, or
local governmental charge, general, special, ordinary or extraordinary (but not
including income or franchise taxes or any other taxes imposed upon or measured
by Landlord's income or profits, unless the same shall be imposed in lieu of
real estate ad valorem taxes) which may now or hereafter be levied or assessed
against the Building and the land underlying the Building or the rents derived
from the Building (in the case of special taxes or assessments which may be
payable in installments, only the amount of installments paid during a calendar
year shall be included in the taxes for that year).



                                      -4-
<PAGE>   11
                                       II.
                        TERM, ASSIGNMENT AND SUBLETTING

      2.1 Term. Tenant takes and accepts the Premises from Landlord in their
present condition and as suited for the use intended by Tenant, except for such
improvements as may be expressly provided for in Section 4.1, for the term
described below (the "Initial Lease Term"). The Initial Lease Term shall
commence on the date specified in the Lease Summary as the Commencement Date
(the "Commencement Date"), the date on which Landlord obtains a temporary or
permanent certificate of occupancy (or other documentation permitting legal
occupancy of the Premises) for the Premises and shall end at 6:00 p.m. Atlanta
local time on the date specified in the Lease Summary as the Expiration Date
(the "Expiration Date") (the Initial Lease Term and any and all extensions
thereof to be collectively referred to as the "Lease Term") The rental and other
payments due hereunder from Tenant (other than payments for tenant improvement
work as set forth in the Tenant Improvement Agreement) shall commence on the
Commencement Date. If for any reason whatsoever the Premises are not
substantially completed by the Commencement Date, or if Landlord, for any reason
whatsoever, cannot deliver possession of the Premises to Tenant on the
Commencement Date, this Lease shall not be void or voidable, nor shall Landlord
be liable to Tenant for any resulting loss or damages. If Landlord is unable to
deliver possession of the Premises by the Commencement Date set forth in the
Lease Summary for any reason other than delay caused by Tenant (including
changes in the Drawings and Specifications), the Commencement Date and the
Expiration Date shall both be postponed by the number of days of delivery of
possession of the Premises is so delayed. Such deferral shall be Tenant's sole
remedy for Landlord's failure to deliver possession of the Premises. Except as
aforesaid, no delay of possession shall operate to relieve Tenant of Tenant's
obligations to Landlord (including the payment of rent and other amounts) as
provided in this Lease. Notwithstanding the foregoing, if possession of the
Premises has not been delivered to Tenant within six (6) months following the
Commencement Date, for any reason whatsoever, either Landlord or Tenant, at its
option at any time thereafter but prior to the delivery of possession, may
terminate this Lease by notice to the other, and Landlord and Tenant shall
thereupon be released from all obligations under this Lease. Landlord shall be
deemed to have delivered possession of the Premises for Tenant's occupancy and
Base Rental shall begin accruing upon the later of the following dates to occur
(i) the Commencement Date, or (ii) the date upon which Landlord has notified
Tenant in writing that Landlord has obtained a temporary or permanent
certificate of occupancy (or other documentation permitting legal occupancy of
the Premises) and that the Tenant Improvements are substantially complete,
subject only to completion of items customarily classified as "punchlist items"
in the construction industry (such date hereinafter referred to as the
"Occupancy Date").

      2.2 Tenant Acceptance Agreement. Within thirty (30) days after the
Occupancy Date, Tenant shall execute and deliver to Landlord a Tenant Acceptance
Agreement in the form attached hereto as Exhibit "B". Tenant may state in such
Tenant Acceptance Agreement any defects in the Premises remaining to be repaired
or completed by Landlord, and Tenant thereby shall preserve its objection to
such listed defects. Tenant shall have waived objection to any defects not so
listed in the Tenant Acceptance Agreement except that Tenant shall retain the
right to object to latent defects not subject to detection upon reasonable
inspection of the Premises prior to occupancy thereof, provided that objections
to latent defects not disclosed in writing to Landlord within thirty (30) days
subsequent to the Occupancy Date shall be deemed waived.

      2.3 Removal of Tenant's Personal Property. Upon or prior to the
termination of this Lease, Tenant shall remove from the Premises and the
Building all its personal property (including, without limitation, all wiring
and cabling installed by Tenant or its contractors), and peaceably surrender the
Premises to Landlord in the same condition as on the Occupancy Date, normal wear
and tear excepted. Such property of Tenant not






                                      -5-
<PAGE>   12
so removed from the Premises or the Building upon the termination of this Lease
shall be considered abandoned by Tenant and may be disposed of by Landlord in
any manner whatsoever without accounting to Tenant for same or being liable in
any way to Tenant for such disposition. Upon surrender of possession of the
Premises, Tenant shall deliver to Landlord all keys to the Premises.

      2.4 Holding Over. Tenant may remain in possession of the Premises after
the Expiration Date of this Lease for a period of up to three months on the same
terms and conditions under the Lease as exist on the Expiration Date (except
that Base Rental and Additional Rental for such holdover month shall be
increased to one hundred twenty-five percent (125%) of the Base Rental and
Additional Rental in effect immediately prior to the Expiration Date), so long
as Tenant provides Landlord written notice of such holdover at least six (6)
months prior to the Expiration Date. Such notification from Tenant shall have
the effect of extending the term of the Lease for the period set forth in the
notification, subject to the aforesaid three (3) month limitation; if no length
of the extension period is set forth in such notice, then such extension shall
be deemed to be for a period of three (3) months. Aside from the foregoing,
there shall be no extension or renewal of this Lease by operation of law, and if
Tenant remains in possession of the Premises after the termination of this Lease
(as it may be extended pursuant to the first sentence of this Section 2.4)
without written authorization executed by Landlord and Tenant, but with the
acquiescence or consent of Landlord, Tenant shall be deemed to be occupying the
Premises under a month-to-month periodic tenancy at a monthly rental equal to
one hundred fifty (150%) percent of the Base Rental in effect during the last
month of the Lease Term, plus all Additional Rental provided for in this Lease,
and otherwise subject to all the covenants and provisions of this Lease insofar
as the same are applicable to a month-to-month periodic tenancy. Landlord and
Tenant agree that any such periodic tenancy may be terminated by thirty (30)
days prior written notice by either party to the other party. If Tenant remains
in possession after termination of this Lease (as it may be extended pursuant to
the first sentence of this Section 2.4) without Landlord's acquiescence or
consent, Tenant thereupon shall be deemed a tenant-at-sufferance subject to
summary eviction as provided by law.

      2.5 Assignment and Subleasing.

            (a) Tenant shall not, without Landlord's prior written consent,
      which consent shall not be unreasonably withheld, (i) assign, convey,
      mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by
      operation of law, or otherwise) this Lease or any interest thereunder;
      (ii) allow any transfer thereof or any lien upon Tenant's interest by
      operation of law; (iii) sublease the Premises or any part thereof; or (iv)
      permit the use or occupancy of the Premises or any portion thereof by any
      party other than Tenant; and any attempt to consummate any of the
      foregoing without Landlord's consent shall be void.

            (b) Notwithstanding anything herein to the contrary, if at any time
      or from time to time during the Lease Term, Tenant desires to sublease all
      or a portion of the Premises or assign the Lease, Tenant shall notify
      Landlord in writing (hereinafter referred to in this Section 2.5 as the
      "Notice") of the terms of the proposed subleasing or assignment, the
      identity of the proposed assignee or sublessee, the area proposed to be
      subleased (if a sublease is proposed), and such other information as
      Landlord may specify to evaluate Tenant's request. Landlord shall then
      have the options: (i) to sublease from Tenant such space (hereinafter
      referred to as "Subject Space") at the same Base Rental and Additional
      Rental as Tenant is required to pay to Landlord under this Lease for the
      same space; (ii) to terminate this Lease; or (iii) to review such proposed
      assignment or sublease for approval or disapproval. The option to
      sublease, to terminate, or to review, as the case may be, shall be
      exercisable by Landlord in writing within a period of thirty (30) days
      after receipt of the Notice; and if Landlord fails to otherwise






                                      -6-
<PAGE>   13
      notify Tenant, Landlord shall be deemed to have elected to review such
      proposed assignment or sublease for approval or disapproval pursuant to
      Section 2.5(e).

            (c) If Landlord elects to terminate this Lease and the Subject Space
      constitutes the entire Premises, then this Lease shall terminate on the
      date set forth in Landlord's notice to Tenant, which termination shall be
      no earlier than thirty (30) and no later than ninety (90) days after the
      date of such notice. If the Subject Space does not constitute the entire
      Premises and Landlord so exercises its option to terminate this Lease with
      respect to the Subject Space, then this Lease shall remain in full force
      and effect except that the Base Rental and Tenant's Percentage Share shall
      be reduced to conform to the reduced Rentable Area of the Premises.

            (d) In the event Landlord exercises the option to sublease the
      Subject Space, the term of the subleasing from Tenant to Landlord shall be
      the term set forth in the Notice (which shall not be longer than the then
      current Lease Term unless Landlord expressly agrees in writing that any
      extension or renewal option contained in this Lease will apply to such
      Subject Space) and shall be on such terms and conditions as are contained
      in this Lease to the extent applicable, except that Landlord shall have
      the right further to sublease or assign the sublease of Subject Space.

            (e) If Landlord fails to exercise either its option to sublease or
      its option to terminate within the aforesaid thirty-day period but elects
      to review the proposed assignment or sublease for approval or disapproval,
      Tenant shall submit to Landlord within twenty (20) days after said period
      a copy of the proposed assignment or sublease and such additional
      information concerning the proposed assignee or sublessee as may be
      requested by Landlord for Landlord's review. Within thirty-five (35) days
      subsequent to Landlord's receipt of the proposed assignment or sublease
      and such requested additional information, Landlord shall approve or
      disapprove in writing the proposed assignment or sublease and the proposed
      assignee or sublessee. Failure to so approve or disapprove shall be deemed
      disapproval by Landlord.

            (f) Notwithstanding the giving by Landlord of its consent to any
      assignment or sublease with respect to the Premises, no assignee or
      sublessee may exercise any expansion option, preemptive right or so-called
      right of first refusal to lease, or term renewal or extension option under
      this Lease except in accordance with a separate written agreement entered
      into directly between such assignee or sublessee and Landlord. Subsequent
      to an approved assignment or sublease, the original Tenant shall have no
      right to exercise on behalf of the assignee or sublessee (as to the space
      assigned or subleased) any expansion option, preemptive right or so-called
      right of first refusal to lease or term renewal or extension option.

            (g) Tenant agrees to pay, as additional rental, to Landlord, on
      demand, reasonable costs incurred by Landlord (i) in connection with any
      request by Tenant for Landlord to consent to any assignment or subleasing
      by Tenant, and (ii) in providing any services or materials to any assignee
      or sublessee of Tenant.

            (h) Any transfer or series of transfers resulting in a change in the
      controlling interest in Tenant (whether Tenant is a corporation,
      partnership, trust or other entity), whether voluntarily, by operation of
      law, or otherwise, shall be deemed an assignment of this Lease within the
      meaning of this Section 2.5.




                                      -7-
<PAGE>   14
            (i) If, with the consent of Landlord, this Lease is assigned or the
      Premises or any part thereof is subleased or occupied by any party other
      than Tenant, Landlord may, after default by Tenant, collect rent from the
      assignee, subtenant or occupant, and apply the net amount collected to the
      Base Rental and Additional Rental herein reserved, but no such assignment,
      subleasing, occupancy or collection shall be deemed (i) a waiver of any of
      Tenant's covenants contained in this Lease, (ii) the acceptance by
      Landlord of the assignee, subtenant or occupant as Tenant, or (iii) the
      release of Tenant from further performance by Tenant of its covenants
      under this Lease.

            (j) Landlord's approval of or consent to an assignment or sublease
      transaction shall not operate to release Tenant from its liability
      hereunder, and shall not affect Landlord's rights under this Section 2.5
      as to any subsequent proposed assignment or sublease.

            (k) Tenant covenants and agrees to deliver to Landlord one (1) fully
      executed counterpart of the instruments and documents (including
      amendments thereto) evidencing any approved assignment or subleasing
      effected pursuant to this Lease. Such delivery shall be made promptly
      following the execution of any such instrument or document.

      2.6 Transfer of Tenants. [Intentionally deleted.]

      2.7 Right of Recapture. If the Premises, or any portion thereof, are
abandoned or deserted, or are vacated for a period of more than thirty (30)
consecutive days, then Landlord may, at its option, either (i) terminate this
Lease and cause possession of Premises to be returned to Landlord upon demand,
or (ii) terminate this Lease form time to time as to a portion or portions of
the Premises and cause such portion or portions of the Premises to be returned
to Landlord upon demand, without terminating the Lease as to the balance of the
Premises. Following any termination of this Lease as to a portion or portions of
the Premises, Tenant shall have no further rights with respect to such portion
or portions of the Premises, and shall immediately surrender such portion or
portions of the Premises broom-clean, with all people and property of Tenant
removed therefrom, and Tenant shall have no further obligation to pay rent with
respect to such portion or portions of the Premises, but Tenant shall continue
to be liable for all of its obligations under this Lease with respect to such
portion or portions of the Premises arising prior to such termination and with
respect to all obligations under this Lease relating to those portions of the
Premises for which this Lease has not been terminated.

                                      III.
                       RENT, RENT ADJUSTMENT AND DEPOSITS


      3.1 Base Rental. Tenant shall pay to Landlord an annual base rent in
monthly installments for and during the Lease Term the amounts specified in the
Lease Summary (the "Base Rental"). The monthly installments of Base Rental shall
be paid in advance on the first day of every calendar month during the Lease
Term.

      3.2 [INTENTIONALLY DELETED]

      3.3 Operating Expenses and Property Taxes. In addition to the Base
Rental, Tenant, as additional rental, shall pay, for each calendar year during
the Lease Term, Tenant's Percentage Share of the total increase, if any, in
Operating Expenses for the calendar year in question over the Operating







                                      -8-
<PAGE>   15
Expenses Stop designated in the Lease Summary (provided, however, that for
purposes of any partial calendar year during the term of this Lease, the
Operating Expense Stop for such partial year shall be a fraction of the
Operating Expense Stop designated in the Lease Summary, the numerator of which
is the number of days of such calendar year falling within the Lease term, and
the denominator of which is 365). The additional rental payable pursuant to this
Section 3.3 (the "Additional Rental") shall be determined and adjusted in
accordance with the following procedures:

            (a) During each December of the Lease Term beginning with December
      2000, or as soon thereafter as practicable, Landlord shall give Tenant
      written notice of its estimate of Additional Rental payable under this
      Section 3.3 for the ensuing calendar year. On or before the first day of
      each month during the ensuing calendar year, Tenant shall pay to Landlord
      1/12 of such estimated amounts together with the Base Rental, provided
      that if such notice is not given in December Tenant shall continue to pay
      during the ensuing calendar year on the basis of the amounts payable
      during the calendar year just ended, until the month after such notice is
      given. If at any time or times it appears to Landlord that the actual
      amount payable under this Section 3.3 for the current calendar year will
      vary from Landlord's estimate by more than 5%, Landlord may revise, by
      notice to Tenant, its estimate for such year, and subsequent payments by
      Tenant for such year shall be based upon such revised estimate. Failure to
      make a revision contemplated by the immediately preceding sentence shall
      not prejudice Landlord's right to collect the full amounts of Additional
      Rental payable under this Section 3.3.

            (b) Within one-hundred and twenty (120) days after the close of each
      calendar year during the Lease Term beginning with calendar year 2000, or
      as soon after such 120-day period as practicable, Landlord shall deliver
      to Tenant a statement of the adjustments to be made pursuant to this
      Section 3.3 for the calendar year just ended certified by certified public
      accountants designated by Landlord, and such statement shall be final and
      binding upon Landlord and Tenant absent manifest error. If on the basis of
      such statement Tenant owes an amount that is less than the estimated
      payments for the calendar year just ended previously made by Tenant,
      Landlord shall credit such excess to the next payments of Additional
      Rental coming due pursuant to this Section 3.3 or, if the term of this
      Lease is about to expire, refund such excess to Tenant if Tenant is not in
      default under this Lease (in the instance of an event of default such
      excess shall be held as additional security for Tenant's performance, may
      be applied by Landlord to cure any such event of default, and shall not be
      refunded until any such event of default is cured). If on the basis of
      such statement Tenant owes an amount that is more than the estimated
      payments for the calendar year just ended previously made by Tenant,
      Tenant shall pay the deficiency to Landlord within thirty (30) days after
      delivery of the statement.

            (c) If the Lease term shall expire on a day other than the last day
      of a calendar year, the amount of Additional Rental payable pursuant to
      this Section 3.3 shall be the product of multiplying the Additional Rental
      which otherwise would have been payable for the full calendar year by a
      fraction, the numerator of which is the actual number of days of the
      calendar year in question included within the Lease Term, and the
      denominator of which is 365. The expiration of this Lease shall not affect
      the obligations of Landlord and Tenant pursuant to subsection (b) of this
      Section 3.3 to be performed subsequent to such expiration.

            (d) Landlord agrees to maintain records of Operating Expenses. All
      such records shall be retained following the furnishing by Landlord to
      Tenant of Landlord's statement of accounting as to such costs until
      Tenant's rights under this subsection (d) have been exercised or





                                      -9-
<PAGE>   16
      have expired. Within sixty (60) days after receiving Landlord's statement
      of adjustment pursuant to Section 3.3(b) above, Tenant, or its permitted
      representative, shall have the right to examine but not copy Landlord's
      books and records respecting Operating Expenses at Tenant's sole cost and
      expense, and Landlord shall reasonably cooperate in any such inspection or
      audit. Such examination will be upon reasonable prior notice to Landlord
      and during normal business hours at the office of Landlord's Building
      Manager or such other place designated by Landlord following Tenant's
      receipt of the Landlord's statement, and the results of such audit shall
      be reported to Landlord not later than forty-five (45) days after the date
      on which such examination commences. The results of such review shall be
      for the benefit of Landlord and Tenant only, shall be maintained in
      confidence by Tenant and shall not be disseminated or furnished to any
      other person or entity. Tenant may use accountants or other professionals
      to aid Tenant in conducting the audit, but Tenant may not use any
      accountants or other professionals that are paid on a contingent fee basis
      or are owned by, affiliated with, employed by or related to any office
      building landlords or office building management companies or services.
      If, as a result of Tenant's review, Tenant claims that any particular
      items were incorrectly included as Operating Expenses or incorrectly
      reflected as to the amount due under this Lease or Tenant claims any
      mathematical errors exist in Landlord's statement, Tenant shall give
      written notice to Landlord within the forty-five (45) day period
      prescribed above. Said notice shall clearly reflect the reasons for the
      disagreement and the amount claimed by Tenant as owed from Landlord.
      Tenant and Landlord shall then meet in an effort to resolve the
      differences in their respective findings. If Tenant does not commence an
      examination within the aforesaid 60-day period or does not submit its
      results to Landlord within the aforesaid 45-day period, Tenant's rights
      under this subsection (d) respecting Landlord's subject statement of
      adjustment shall expire and be of no further force or effect.

      3.4 Commitment Deposit. In consideration of the execution of this Lease by
Landlord, Tenant has paid to Landlord, and Landlord hereby acknowledges receipt
of the Commitment Deposit amount specified in the Lease Summary (the "Commitment
Deposit"). Upon Tenant's timely taking possession of the Premises, the
Commitment Deposit shall be applied to the monthly installment(s) of Base Rental
first becoming due hereunder. Should Tenant fail to take timely possession of
the Premises as aforesaid, the Premises having been readied for Tenant's
possession as provided in this Lease, the Commitment Deposit shall be retained
by Landlord for application in reduction, but not in satisfaction, of damages
suffered by Landlord as a result of Tenant's failure to take possession in a
timely manner.

      3.5 Security Deposit. [Intentionally Deleted.]

      3.6 Payments. Tenant shall pay to Landlord all Base Rental, Additional
Rental, and all other charges due and owing by Tenant under this Lease without
deduction or set off, in legal tender, and at Landlord's address specified in
the Lease Summary or as otherwise directed from time to time by Landlord.

      3.7 Rent for Partial Months. A prorated monthly installment, based on a
thirty (30) day month, shall be paid in advance (i) on the Commencement Date for
any fraction of a month if the Lease Term begins on any day other than the first
day of any month and (ii) on the first day of the final month of the Lease Term
for any fraction of a month if the Lease Term shall terminate on any day other
than the last day of any month.



                                      -10-
<PAGE>   17
                                      IV.
                PREPARATION, MAINTENANCE AND REPAIR OF PREMISES


      4.1 Preparation of the Premises.

            (a) Landlord shall construct or install in the Premises the Tenant
      Improvements, as defined in and to be constructed or installed pursuant to
      the provisions of the Tenant Improvement Agreement which is attached
      hereto as Exhibit "C". Landlord and Tenant agree to comply with all of the
      terms and provisions of the Tenant Improvement Agreement, including,
      without limitation, the obligation to pay, as Additional Rental, all
      amounts due Landlord under Section 3 thereof according to the payment
      procedures contained therein.

            (b) If Tenant causes the Tenant Improvements to exceed in value the
      value of the Base Building Condition plus Landlord's Allowance for Tenant
      Improvement Costs (as such terms are defined in the Tenant Improvement
      Agreement), and if the installment or construction of such Tenant
      Improvements causes an increase in the ad valorem taxes on the Building,
      then Tenant shall pay from time to time, as additional rental, any such
      increase in ad valorem taxes on demand of Landlord.

      4.2 Repairs by Tenant. Tenant shall at its own expense keep the Premises
in good repair and tenantable condition and indemnify Landlord against any loss,
damage, or expense arising by reason of any failure of Tenant so to keep the
Premises in good repair and tenantable condition or due to any act or neglect of
Tenant, its agents, employees, contractors, invitees, licensees, tenants, or
assignees. If Tenant fails to perform, or cause to be performed, such
maintenance and repairs, then at the option of Landlord, in its sole discretion,
any such maintenance or repair may be performed or caused to be performed by
Landlord and the cost and expense thereof charged to Tenant, and Tenant shall
pay the amount thereof to Landlord on demand as additional rental.

      4.3 Repairs by Landlord. Landlord shall maintain in good order and repair,
subject to normal wear and tear, casualty to and condemnation of the Building
(excluding the Premises and other portions of the Building leased to other
tenants), including without limitation, public areas, the parking lot and
landscaped areas, elevators, stairs, corridors, common restrooms, the
mechanical, plumbing and electrical systems and the structure itself (including
the glass exterior surfaces of the Premises). The cost of any such repairs or
maintenance to the foregoing necessitated by the intentional acts or omissions,
negligence or gross negligence of Tenant, or its agents, employees, contractors,
invitees, licensees, tenants or assignees, however, shall be reimbursed by
Tenant to Landlord upon demand as additional rental.

      4.4 Alterations by Tenant. Tenant shall make no alterations or additions
of any kind in or to the Premises without first obtaining Landlord's prior
written consent. Such consent may be granted or withheld in Landlord's sole
discretion; provided, however, Landlord agrees it will not unreasonably withhold
its consent to cosmetic or non-structural alterations or additions which do not
involve structure, walls, floors, Building systems, electrical installations or
the obtaining of building permits. Except as may otherwise be agreed by Landlord
in writing at the time of granting its consent, all such work, including
additions, fixtures, and Tenant Improvements (but excluding moveable office
furniture and equipment and other personal property of Tenant) made or placed in
or upon the Premises by either Tenant or Landlord shall be and become the
Landlord's property at the termination of this Lease by lapse of time or
otherwise,





                                      -11-
<PAGE>   18
all without compensation or payment to Tenant. Approved alterations or additions
made by Tenant shall be at the sole expense and liability of Tenant, and
Tenant's indemnity in Subsection 7.3(d) hereof shall apply to any contractors
engaged by Tenant in connection therewith. Landlord shall have the right to take
depreciation with respect to the Tenant Improvements to the extent of the
Landlord's Allowance and Tenant shall have the right to take depreciation with
respect to Tenant Improvements to the extent that it contributes towards the
cost of Tenant Improvements in excess of Landlord's Allowance.

      4.5 Discharge of Liens. Tenant is not authorized to contract for or on
behalf of Landlord for work on or the furnishing of materials to the Premises or
any other part of the Building. Tenant shall discharge of record by payment,
bond or otherwise, within ten (10) days subsequent to the date of its receipt of
notice thereof from Landlord, any mechanic's, laborer's or similar lien filed
against the Premises or the Building for work or materials claimed to have been
furnished at the instance of Tenant. If Tenant shall fail to cause such lien or
claim of lien to be so discharged or bonded within such period, in addition to
any other right or remedy it may have, Landlord may, but shall not be obligated
to, discharge the same by paying the amount claimed to be due or by procuring
the discharge of such lien or claim by deposit in court or bonding, and in any
such event, Landlord shall be entitled, if Landlord so elects, to compel the
prosecution of any action for the foreclosure of such lien or claim by the
claimant and to pay the amount of the judgment, if any, in favor of the
claimant, with interest, costs and allowances. Tenant shall pay as additional
rental on demand from time to time any sum or sums so paid by Landlord and all
costs and expenses incurred by Landlord, including, but not limited to,
attorneys' fees in processing such discharge or in defending any such action.

      4.6 Damage and Destruction.

            (a) If the Building or Premises is damaged partially or wholly by
      fire, the elements, act of God or other casualty, and if such damage
      cannot, in Landlord's reasonable estimation, be materially restored within
      ninety (90) days of such damage, then Landlord may, at its sole option,
      terminate this Lease as of the date of such fire or casualty and the Lease
      Term shall end on such date as if that date had been originally fixed in
      this Lease for the expiration of the Lease Term. Landlord shall exercise
      its option provided herein by written notice to Tenant within sixty (60)
      days of such fire or other casualty.

            (b) If this Lease is not terminated pursuant to subsection (a)
      above, then Landlord shall proceed with all due diligence to repair and
      restore the Building or Premises, as the case may be (except that Landlord
      may elect not to rebuild, and thus terminate this Lease, if such damage
      occurs during the last year of the Lease Term, regardless of any term
      renewal option which is unexercised at the date of occurrence of the
      casualty). Landlord's obligation to restore the Premises under the
      preceding sentence may be discharged, in Landlord's discretion, by
      Landlord's restoration of the Premises to Base Building Condition, as
      defined in Exhibit "C" hereto, and Landlord's payment to Tenant toward
      restoration of Tenant Improvements of a sum equal to Landlord's Allowance
      for Tenant Improvement Costs prorated in proportion to the number of
      square feet of Rentable Area of the Premises damaged, increased in the
      same proportion as the increase in the CPI from date of initial
      construction to the date of occurrence of the casualty (in which event
      Tenant shall effect restoration of Tenant Improvements utilizing the funds
      so provided by Landlord, which funds, in Landlord's discretion, may be
      placed in an escrow for disbursement to Tenant and contractors upon
      completion of the restoration work). In the event that Landlord shall fail
      to complete such repairs and material restoration within one hundred fifty
      (150) days after the date of such damage and Tenant's use and enjoyment of
      the Premises is then materially






                                      -12-
<PAGE>   19
      impaired by the uncompleted restoration, Tenant may at its option and as
      its sole remedy terminate this Lease by delivering written notice to
      Landlord, whereupon the Lease shall end on the date of such notice as if
      the date of such notice were the date originally fixed in this Lease for
      the expiration of the term hereof; provided, however, that if construction
      is delayed because of changes, deletions or additions in construction
      requested by Tenant, or because of strikes, lockouts, casualties, acts of
      God, war, material or labor shortages, governmental regulation or control,
      or other causes beyond the reasonable control of Landlord, the 150-day
      period for restoration, repair, or rebuilding shall be extended for the
      amount of time Landlord is so delayed. In no event shall Landlord be
      required to rebuild, repair, or replace any personal property, equipment
      or trade fixtures which belong to Tenant.

            (c) If this Lease is not terminated by Landlord pursuant to this
      Section 4.6 and if the Premises are unfit for occupancy in whole or in
      part following such damage, the Base Rental payable during the period in
      which the Premises are unfit for occupancy, with respect to the portion
      unfit for occupancy, shall abate and Tenant's Percentage Share shall be
      reduced in proportion to the number of square feet of Rentable Area of the
      premises rendered unusable by such damage; provided, however, that no such
      abatement and reduction shall be made under the provisions of this
      subsection (c) in the event such damage shall have been caused through the
      negligence or willful misconduct of Tenant, its agents, employees,
      contractors, invitees, licensees, tenants or assignees.

            (d) In the event of any damage or destruction to the Building or the
      Premises, Tenant shall, upon notice from Landlord, remove forthwith, at
      its sole cost and expense, such portion or all of the property belonging
      to Tenant (other than partitions, fixtures, additions and similar
      improvements), from such portion or all of the Building or the Premises as
      Landlord shall request and Tenant agrees to indemnify and hold Landlord
      harmless from any loss, liability, costs, and expenses, including
      attorneys' fees, arising out of any claim of damage or injury as a result
      of any alleged failure to secure properly the Premises prior to such
      removal.

            e) Any insurance which may be carried by Landlord or Tenant against
      loss or damage to the Building or Premises shall be for the sole benefit
      of the party carrying such insurance and under its sole control except
      that Landlord's insurance may be subject to control by the holder or
      holders of any indebtedness secured by a mortgage or deed to secure debt
      covering any interest of Landlord in the Premises or the Building.

            (f) Notwithstanding anything herein to the contrary, in the event
      the holder of any indebtedness secured by a mortgage or deed to secure
      debt covering the Premises or Building requires that any insurance
      proceeds be paid to it, then Landlord shall have the right to terminate
      this Lease by delivering written notice of termination to Tenant within
      fifteen (15) days after such requirement is made by any such holder,
      whereupon the Lease shall end on the date of such damage as if the date of
      such damage were the date originally fixed in this Lease for the
      expiration of the Lease Term.

            (g) If any such casualty stated in this Section 4.6 occurs, Landlord
      shall not be liable to Tenant for inconvenience, annoyance, loss of
      profits, expenses, or any other type of injury or damage resulting from
      the repair of any such damage, or from any repair, modification,
      arranging, or rearranging of any portion of the Premises or any part or
      all of the Building or for termination of this Lease as provided in this
      Section 4.6.




                                      -13-
<PAGE>   20
      4.7 Eminent Domain.

            (a) If all or any substantial part of the Building or of the
      Premises should be taken for any public or quasi-public use under
      governmental law, ordinance, or regulation, or by right of eminent domain,
      or by private purchase in lieu thereof, and the taking would prevent or
      materially interfere with the use of the Premises for the purpose for
      which it is then being used, this Lease shall terminate effective when the
      physical taking shall occur in the same manner as if the date of such
      taking were the date originally fixed in this Lease for the expiration of
      the Lease Term.

            (b) If part of the Building or Premises is taken for any public or
      quasi-public use under any governmental law, ordinance, or regulation, or
      by right of eminent domain, or by private purchase in lieu thereof, and
      this Lease is not terminated as provided in subsection (a) above, this
      Lease shall not terminate but the Base Rental payable hereunder during the
      unexpired portion of this Lease and Tenant's Percentage Share shall be
      reduced to such extent, if any, as may be fair and reasonable under all of
      the circumstances and Landlord shall undertake to restore the Building and
      Premises to a condition suitable for Tenant's use, as near to the
      condition thereof immediately prior to such taking as is reasonably
      feasible under the circumstances.

            (c) Tenant shall not share in any condemnation award or payment in
      lieu thereof or in any award for damages resulting from any grade change
      of adjacent streets, the same being hereby assigned to Landlord by Tenant;
      provided, however, that Tenant may, to the extent provided by law,
      separately claim against and receive from the condemning authority, if
      legally payable, compensation for Tenant's removal, relocation costs, loss
      of business, business interruption and loss of trade fixtures, but only if
      and to the extent no such claim or award therefor will reduce or affect
      Landlord's awards.

            (d) Notwithstanding anything to the contrary contained in this
      Section 4.7, if during the Lease Term the use or occupancy of any part of
      the Building or Premises shall be taken or appropriated temporarily for
      any public or quasi-public use under any governmental law, ordinance, or
      regulation, or by right of eminent domain, this Lease shall be and remain
      unaffected by such taking or appropriation and Tenant shall continue to
      pay in full all rental payable hereunder by Tenant during the Lease Term.
      In the event of any such temporary appropriation or taking, Tenant shall
      be entitled to receive that portion of any award which represents
      compensation for the loss of use or occupancy of the Premises during the
      Lease Term, and Landlord shall be entitled to receive that portion of any
      award which represents the cost of restoration and compensation for the
      loss of use or occupancy of the Premises after the end of the term of this
      Lease.

      4.8 Reports of Defects. Tenant shall report to Landlord immediately in
writing any damage to or defective condition in or about the Building or
Premises known to Tenant.

      4.9 Landlord's Right to Enter Premises. Tenant shall not change the locks
on any entrance to the Premises or install additional locks without Landlord's
prior written consent, which consent shall be in Landlord's discretion. Upon
Tenant's written request to Landlord, Landlord will make a reasonable change of
locks on behalf of Tenant and at Tenant's sole cost and expense. Landlord and
its agents, employees and contractors shall have the right to enter the Premises
at reasonable times and upon twenty-four (24) hours prior notice to Tenant,
except in the event of an emergency, to make necessary repairs,






                                      -14-
<PAGE>   21
additions, alterations and improvements to the Building, including, without
limitation, the erection, use and maintenance of pipes and conduits and repairs
to adjacent premises or other premises. Landlord shall also be allowed to take
into and through the Premises any and all needed materials that may be required
to make such repairs, additions, alterations and improvements, all without being
liable to Tenant in any manner whatsoever. During such time as work is being
carried on in or about the Premises, provided such work is carried out in a
manner so as not to interfere unreasonably with the conduct of Tenant's business
therein, the rent provided herein shall in no wise abate, and Tenant waives any
claim and cause of action against Landlord for damages by reason of loss or
interruption to Tenant's business and profits therefrom because of the
prosecution of any such work or any part thereof. In addition, Landlord and its
agents, employees and contractors shall have the right to enter the Premises
during normal business hours, without undue interference with the conduct of
Tenant's business therein, to inspect and examine the Premises and to exhibit
the Premises to prospective purchasers, tenants and lenders. In the event of
emergency, or if otherwise necessary to prevent injury to persons or damage to
property, such entry to the Premises may be made by force without any liability
whatsoever on the part of Landlord for damage resulting from such forcible
entry.


                                       V.
                                USE AND SERVICES


      5.1 Use. Tenant shall use the Premises for the purposes stated in the
Lease Summary and for no other purpose. Tenant shall not use the Premises for
any illegal purpose, nor violate any statute, regulation, rule or order of any
governmental body in its use thereof, nor create or allow to exist any nuisances
or trespasses, nor do any act in or about the Premises or bring anything onto or
into the Premises which will in any way increase the rate of insurance on the
Premises nor deface or injure the Premises or overload the floor of the
Premises.

      5.2 Services. Provided no event of default shall have occurred under this
Lease, Landlord agrees to provide to Tenant, as Landlord deems reasonably
necessary, the following services:

            (a) General cleaning and janitorial service required as a result of
      normal, prudent use of the Premises and only on Mondays through Fridays,
      inclusive, with New Year's Day, Memorial Day, Independence Day, Labor Day,
      Thanksgiving Day, Christmas Day and such other holidays which are observed
      regionally or nationally as Landlord may designate from time to time
      (herein collectively called the "Holidays") excepted;

            (b) Heating and air-conditioning service daily on Mondays through
      Fridays, inclusive, with Holidays excepted, from 8:00 A.M. to 6:00 P.M.
      and on Saturdays, if not a Holiday, from 8:00 A.M. to 1:00 P.M. Landlord
      reserves the right to prohibit the use of machines and equipment which
      generate heat in their operation unless and until arrangements are made by
      Tenant, acceptable to Landlord, to obtain and install in the Premises at
      Tenant's cost supplementary air-conditioning equipment, and the cost of
      operation and maintenance of such equipment shall be paid by Tenant on the
      Base Rental payment dates at such rates as are established from time to
      time by Landlord. Should Tenant desire either heating or air-conditioning
      at times when such services are not furnished by Landlord under the terms
      of this Lease, Landlord may elect, entirely at its option, to furnish such
      services as requested by Tenant upon not less than




                                      -15-
<PAGE>   22
      24 hours notice from Tenant, at Tenant's expense and at such hourly charge
      as is from time to time determined by Landlord, which charges Tenant shall
      promptly pay upon invoice from Landlord. Payments for such additional
      services shall be deemed additional rental due from Tenant.

            (c) Elevator service daily on Mondays through Fridays, inclusive,
      with Holidays excepted, from 8:00 A.M. to 6:00 P.M. and on Saturdays, if
      not a Holiday, from 8:00 A.M. to 1:00 P.M. At least one elevator shall be
      operative at all other hours;

            (d) Landlord shall furnish electric current in a quantity sufficient
      to ensure that Tenant has constant access to and ability to use a minimum
      of seven (7) watts per usable square foot of the Premises for Building
      standard tenant lighting and small business machinery only from electric
      circuits designated by Landlord for Tenant's use. Such circuits will be
      fed into one or more of the existing electrical panels (a 480/277 volt
      panel or panels for Building standard tenant lighting and a 208/120 volt
      panel or panels for tenant outlet requirements) in the electrical closet
      or closets located on the same Building floor as the Premises. Tenant's
      usage of said panels on any given floor shall not exceed Tenant's pro rata
      share (based on rentable square footage) of the panels' capacity. Tenant
      shall not use any electrical equipment which in Landlord's opinion will
      overload the wiring installations or interfere with the reasonable use
      thereof by other users in the Building. Tenant shall not install or
      operate in the Premises any electric power generation equipment or
      transformer carrying substantial non-linear loads, producing above-average
      amounts of heat, or not having the capability of neutralizing harmonic
      distortion. Tenant shall not, without Landlord's prior written consent in
      each instance, connect any items such as non-Building standard tenant
      lighting, vending equipment, printing or duplicating machines, computers
      (other than desktop word processors and personal computers), auxiliary air
      conditioners, and other computer-related equipment to the Building's
      electrical system, or make any alteration or addition to the system. If
      Tenant desires any such items, additional 208/120 volt electrical power
      beyond that supplied by Landlord as provided above, electric current in
      excess of 208/120 volts for purposes other than Building standard tenant
      lighting, or other special power requirements or circuits, then Tenant may
      request Landlord to provide such supplemental power or circuits to the
      Premises, which request Landlord may grant or withhold in its sole
      discretion. If Landlord furnishes such power or circuits, Tenant shall pay
      Landlord, on demand, the cost of the design, installation and maintenance
      of the facilities required to provide such additional or special electric
      power or circuits, and the cost of all electric current so provided at a
      rate not to exceed that which would be charged by Georgia Power Company,
      or its successor, if Tenant were a direct customer thereof. Landlord may
      require separate electrical metering of such supplemental electric power
      or circuits to the Premises, and Tenant shall pay, on demand, the cost of
      the design, installation and maintenance of such metering facilities. In
      no event shall Tenant have access to any electrical closets in the
      Building, it being agreed that any electrical engineering design or
      contract work shall be performed at Tenant's expense by Landlord or an
      electrical engineer and/or electrical contractor designated by Landlord.
      All invoices respecting the design, installation and maintenance of the
      facilities requested by Tenant shall be paid within thirty (30) days of
      Tenant's receipt thereof. Landlord's charge to Tenant for the cost of
      electric current so provided shall be paid within thirty (30) days of
      receipt of invoice by Tenant; and

            (e) Common use restrooms, toilets, and drinking fountains available
      on each floor or partial floor of the Building occupied by Tenant.




                                      -16-
<PAGE>   23
                                      VI.
                              COMPLIANCE WITH LAWS


      6.1 Tenant's Compliance with Laws. Tenant shall comply, at its own
expense, with all statutes, regulations, rules, ordinances, and orders of any
governmental body, department, or agency thereof which apply to or result from
Tenant's use or occupancy of the Premises and shall abide by and observe the
Rules and Regulations attached to this Lease as Exhibit "D" and such other rules
and regulations for the use, occupancy, or operation of the Building as may
hereafter be established in writing by Landlord.

      6.2 Rent Control. Tenant waives the benefit of all existing and future
rent control laws and similar governmental rules and regulations, whether in
time of war or not, to the full extent permitted by law.

      6.3 Building Alterations. If, in order to maintain the Building as an
office building or otherwise, Landlord shall be required by any governmental
authority to repair, alter, remove, construct, reconstruct, or improve any part
or all of the Building or Premises, Tenant's obligations under this Lease will
not be affected and Tenant waives all claims for injury, damage, or abatement of
rent because of such repair, alteration, removal, construction, reconstruction,
or improvement, or lack thereof; provided, however, that if such action by
Landlord shall render the Premises partially or wholly unfit for occupancy and
if, in Landlord's reasonable estimation, it cannot complete such acts within
ninety (90) days, then at the option of Landlord to be exercised by giving
written notice to Tenant within sixty (60) days following the date of notice to
Landlord by such governmental authority, this Lease shall terminate on the date
of such election and Tenant shall immediately surrender the Premises to
Landlord. In such event Tenant shall continue to owe and pay rent and other
charges up to but not beyond the time of such surrender. If Landlord shall elect
not to terminate this Lease as provided above, Landlord and Tenant shall have
the same respective rights and obligations as provided above in Sections 4.6(b)
and (c), and the provisions of Section 4.6(g) shall apply regardless of whether
or not Landlord elects to terminate this Lease.

      6.4 Taxes Payable by Tenant. In addition to Base Rental and other charges
to be paid by Tenant hereunder, Tenant shall reimburse Landlord upon demand for
any and all taxes payable by Landlord whether or not now customary or within the
contemplation of the parties hereto, to the extent not included in Property
Taxes: (a) upon, measured by or reasonably attributable to the cost or value of
Tenant's equipment, furniture, fixtures and other personal property located in
the Premises or by the cost or value of any improvements made in or to the
Premises by Tenant regardless of whether title to such improvements shall be in
Tenant or Landlord; (b) upon or measured by the rental payable hereunder in the
nature of a sales tax upon rent or a so-called "rent tax", but not federal or
state income taxes of Landlord; and (c) upon this transaction or any document to
which Tenant is a party creating or transferring an interest in the Premises. In
the event that it shall not be lawful for Tenant so to reimburse Landlord, the
monthly rental payable to Landlord under this Lease shall be revised to net
Landlord the same net rental after imposition of any such tax upon Landlord as
would have been payable to Landlord if such tax had not been imposed.




                                      -17-
<PAGE>   24
                                      VII.
                    INSURANCE, LIABILITY AND INDEMNIFICATION


      7.1 Insurance.

            (a) Tenant agrees to carry fire and extended coverage insurance
      insuring Tenant's interest in its improvements and betterments to the
      Premises and any and all furniture, equipment, supplies, and other
      property owned, leased, held, or possessed by it and contained therein,
      such insurance coverage to be in an amount equal to the full insurable
      value of such improvements and property.

            (b) Tenant also agrees to carry a policy or policies of worker's
      compensation and comprehensive general liability insurance, including
      personal injury and property damage, with contractual liability
      endorsement, in the amount of Five Hundred Thousand Dollars ($500,000.00)
      for property damage and One Million Dollars ($1,000,000.00) per occurrence
      for personal injuries or deaths of persons occurring in or about the
      Premises. Said policies shall: (i) name Landlord as an additional insured
      and insure Landlord's contingent liability under this Lease, (ii) be
      issued by an insurance company which is reasonably acceptable to Landlord
      and licensed to do business in the State of Georgia, and (iii) provide
      that said insurance shall not and may not be canceled unless thirty (30)
      days prior written notice shall have been given to Landlord. Said policy
      or policies, or certificates thereof, shall be delivered to Landlord by
      Tenant upon commencement of the term of the Lease and upon each renewal of
      said insurance.

      7.2 Waiver of Subrogation. Tenant shall obtain from its insurers under
all policies of fire, theft, public liability and other insurance maintained by
it at any time during the term of this Lease insuring or covering the Building
or any portion thereof or operations therein, a waiver of all rights of
subrogation which the insurer might have against Landlord, and Tenant shall
indemnify Landlord against any loss or expense, including reasonable attorney's
fees, resulting from the failure to obtain such waiver.

      7.3 Indemnity. Tenant agrees to indemnify and hold Landlord harmless from
and defend Landlord against any and all claims or liability for any injury or
death to any person or damage to any property whatsoever:

            (a) either (i) occurring in, on or about the Premises, or (ii)
      occurring in, on, or about any facilities (including, without limitation,
      elevators, stairways, passageways or hallways) the use of which Tenant may
      have in conjunction with other tenants of the Building, when such injury,
      death or damage shall be caused by the act, neglect or fault of, or
      omission of any duty with respect to the same, by Tenant, its agents,
      employees, contractors, invitees, licensees, tenants, or assignees;

            (b) arising from any work or thing whatsoever done by or on behalf
      of Tenant in or about the Premises or from transactions of the Tenant
      concerning the Premises;

            (c) arising from any breach or event of default on the part of the
      Tenant in the performance of any covenant or agreement on the part of the
      Tenant to be performed pursuant to the terms of this Lease; or




                                      -18-
<PAGE>   25
            (d) otherwise arising from any act or neglect of the Tenant, or any
      of its agents, employees, contractors, invitees, licensees, tenants or
      assignees.

      7.4 Liability of Landlord. Except as otherwise provided herein, Landlord
shall be liable to Tenant for direct damages proximately occasioned by the
negligence or intentional acts of Landlord, its agents and employees acting
within the scope of their agency or employment, but not for consequential or
speculative damages such as business loss. Landlord shall not be liable to
Tenant or to any person, firm, corporation or other business association
claiming by, through or under Tenant, for failure to furnish or for delay in
furnishing any service provided for in this Lease, and no such failure or delay
by Landlord shall be an actual or constructive eviction of Tenant nor shall any
such failure or delay operate to relieve Tenant from the prompt and punctual
performance of each and all the covenants to be performed herein by Tenant; nor
for defects in the cooling, heating, electric, water, elevator, or other
apparatus or systems or for water discharged from sprinkler systems in the
Building; nor for the theft, mysterious disappearance, or loss of any property
of Tenant whether from the Premises or any part of the Building. Landlord agrees
to make reasonable efforts to protect Tenant from interference or disturbance by
third persons, including other tenants; however, Landlord shall not be liable
for any interference, disturbance or act whether caused by another tenant or
tenants of Landlord or other person, nor shall Tenant be relieved from any
obligation herein because of such interference, disturbance or act.

      Notwithstanding the provisions of this Section 7.4 to the contrary, if
Landlord fails to furnish or delays in furnishing any service Landlord is
obligated to provide under this Lease for any reason not beyond Landlord's
reasonable control, Tenant shall be entitled to abate Base Rental until the
service is restored, but only under the following terms and conditions:

            (a) The loss of service must be of a material nature so as to render
      the Premises substantially unusable for the purposes contemplated by this
      Lease;

            (b) At the time of the loss of service, Tenant must give written
      notice promptly to Landlord of the loss of service and its claim for
      abatement under this Section 7.4 and Tenant only shall be entitled to
      abatement of Base Rental, assuming all other conditions of this Section
      7.4 are satisfied, commencing on the day such notice is given to Landlord,
      provided that if such service is restored or replaced within ten (10) days
      after Landlord's receipt of such notice, then Tenant shall not be entitled
      to any such abatement;

            (c) If such loss of service continues for a period of one hundred
      twenty (120) consecutive days from the date of Tenant's notice to Landlord
      of the loss of service, then Tenant may terminate this Lease by written
      notice to Landlord, and thereafter neither party shall have any obligation
      to the other except for obligations created hereunder which shall survive
      such termination;

            (d) Landlord may prevent or stop abatement by providing
      substantially the same service by temporary or alternative means until the
      cause of the loss of service can be corrected;

            (e) In no event shall Tenant be entitled to any abatement of rent as
      a result of (i) any loss of service as a result of an event contemplated
      under any of Sections 4.6, 4.7, 6.3 or 9.12 of this Lease except to the
      extent set forth in those Sections, or (ii) any loss of service to any
      area





                                      -19-
<PAGE>   26
      outside of the Premises if such loss of service is not essential to the
      customary use and enjoyment of the Premises by Tenant; and

            (f) Abatement or lease termination as provided above in this Section
      7.4 shall be Tenant's sole remedy for loss of service.

      7.5 Limitation of Liability. Landlord's obligations and liability with
respect to this Lease shall be limited solely to Landlord's interest in the
Building, as such interest is constituted from time to time, and neither
Landlord (beyond its interest in the Building) nor any officer, director,
shareholder or partner of Landlord shall have any personal liability whatsoever
with respect to this Lease. In any action or proceeding brought to enforce the
obligation of Landlord to Tenant under this Lease, Landlord and Tenant agree
that any final judgment or decree shall be enforceable against Landlord only to
the extent of Landlord's interest in the Building, as aforesaid, and any such
judgment or decree shall not be capable of execution against, nor be a lien on,
any assets of Landlord other than its interest in the Building, as aforesaid.


                                     VIII.
                   EVENT OF DEFAULT AND RELATED REQUIREMENTS


      8.1 Default and Remedies.

            (a) The occurrence of any of the following shall constitute an event
      of default ("Default") by Tenant hereunder:

                  (i) The Base Rental, Additional Rental or any other sum of
            money payable under this Lease is not paid when due, and such
            failure of payment shall continue for more than five (5) business
            days subsequent to the date of receipt by Tenant of written notice
            of non-payment from Landlord, provided that Landlord shall not be
            obligated to provide such notice and opportunity to cure more than
            two (2) times in any calendar year during the Lease Term, and the
            third or any subsequent occasion of such failure during any such
            calendar year shall constitute a Default. No right to receive notice
            or cure period in favor of Tenant shall affect Tenant's obligation
            to pay late fees or interest under Section 8.3 for having failed to
            make timely payment of a monetary obligation;

                  (ii) The Premises are, without Landlord's prior written
            consent, vacated or not used as regularly or consistently as would
            normally be expected for similar premises put to general office use,
            even though the Tenant continues to pay the stipulated monthly rent,
            for any one continuous period in excess of five (5) business days,
            or in the aggregate in excess of twelve (12) business days during
            any twelve-month period elapsing during the Lease Term;

                  (iii) [INTENTIONALLY DELETED]




                                      -20-
<PAGE>   27
            (iv) Tenant's interest in the Lease or the Premises shall be
            subjected to any attachment, levy, or sale pursuant to any order or
            decree entered against Tenant in any legal proceeding and such order
            or decree shall not be vacated within fifteen (15) days of entry
            thereof;

            (v) Tenant breaches or fails to comply with any of the Rules and
            Regulations in Exhibit "D" hereto, as the same may hereafter be
            amended from time to time, and such breach or failure shall continue
            for more than five (5) days subsequent to the date of receipt by
            Tenant of written notice of such breach or failure from Landlord;

            (vi) Tenant breaches or fails to comply with any other term,
            provision, condition, or covenant of this Lease, and such breach or
            failure shall continue for more than twenty (20) days subsequent to
            the date of receipt by Tenant of written notice of such breach or
            failure from Landlord [if the matter in question is not reasonably
            susceptible of cure by Tenant within the twenty-day period, then
            Tenant shall have such additional time as may reasonably be
            necessary, but no more than an additional seventy (70) days, within
            which to effect curative action provided that Tenant institutes the
            curative action within the twenty-day period and prosecutes the same
            diligently to completion];

            (vii) Tenant, if a corporation, joint venture, partnership, limited
            partnership or trust, without Landlord's prior written consent and
            the written assumption of this Lease by another party approved by
            Landlord, both in Landlord's discretion, shall be dissolved or its
            entity status otherwise changed or terminated;

            (viii) If Tenant is a general partnership or a limited partnership,
            there shall be instituted by or against any one or more general
            partners of Tenant, without final dismissal thereof within thirty
            (30) days of the date of institution, of any proceeding under state
            insolvency laws or of any proceeding under the United States
            Bankruptcy Code; or

            (ix) If there are one or more guarantors of all or any part of
            Tenant's obligations under this Lease, there shall be instituted by
            or against any one or more of such guarantors, without final
            dismissal thereof within thirty (30) days of the date of
            institution, of any proceeding under state insolvency laws or of any
            proceeding under the United States Bankruptcy Code.

            (b) Upon the occurrence of a Default, Landlord shall have the option
      to do and perform any one or more of the following in addition to, and not
      in limitation of, any other remedy or right permitted it at law or in
      equity or by this Lease:

            (i) Landlord, with or without terminating this Lease, may
            immediately or at any time thereafter reenter the Premises and
            perform, correct or repair any condition which shall constitute a
            failure on Tenant's part to keep, observe, perform, satisfy, or
            abide by any term, condition, covenant, agreement, or obligation of
            this Lease or of the Rules and Regulations now in effect or
            hereafter adopted, and Tenant shall fully reimburse and compensate
            Landlord on demand




                                      -21-
<PAGE>   28
                  for all costs and expenses incurred by Landlord in such
                  performance, correction or repairing, including accrued
                  interest as provided in the next sentence. All sums so
                  expended to cure Default shall accrue interest from the date
                  of demand until date of payment at a rate of interest which is
                  the lower of (x) a per annum rate equal to the Prime Rate plus
                  two percent, or (y) sixteen (16%) percent per annum, but in no
                  event at a rate higher than that permitted by applicable law.

                  (ii) Landlord, with or without terminating this Lease, may
                  immediately or at any time thereafter demand in writing that
                  Tenant vacate the Premises and thereupon Tenant shall vacate
                  the Premises and remove therefrom all property thereon
                  belonging to or placed on the Premises by, at the direction
                  of, or with consent of Tenant within ten (10) days of receipt
                  by Tenant of such notice from Landlord, whereupon Landlord
                  shall have the right to reenter and take possession of the
                  Premises. Any such demand, reentry and taking possession of
                  the Premises by Landlord shall not of itself constitute an
                  acceptance by Landlord of a surrender of this Lease or of the
                  Premises by Tenant and shall not of itself constitute a
                  termination of this Lease by Landlord.

                  (iii) Landlord, with or without terminating this Lease, may
                  immediately or at any time thereafter reenter the Premises and
                  remove therefrom Tenant and all property belonging to or
                  placed on the Premises by, at the direction of, or with
                  consent of Tenant. Any such reentry and removal by Landlord
                  shall not of itself constitute an acceptance by Landlord of a
                  surrender of this Lease or of the Premises by Tenant and shall
                  not of itself constitute a termination of this Lease by
                  Landlord.

                  (iv) Landlord, with or without terminating this Lease, may
                  immediately or at any time thereafter relet the Premises or
                  any part thereof for such time or times, at such rental or
                  rentals and upon such other terms and conditions as Landlord
                  in its sole discretion may deem advisable, and Landlord may
                  make any alterations or repairs to the Premises which it may
                  deem necessary or proper to facilitate such reletting; and
                  Tenant shall pay all costs of such reletting including but not
                  limited to the cost of any such alterations and repairs to the
                  Premises, attorneys' fees, and brokerage commissions; and if
                  this Lease shall not have been terminated, Tenant shall
                  continue to pay all rent and all other charges due under this
                  Lease up to and including the date of beginning of payment of
                  rent by any subsequent tenant of part or all of the Premises,
                  and thereafter Tenant shall pay monthly during the remainder
                  of the term of this Lease the difference, if any, between the
                  rent and other charges collected from any such subsequent
                  tenant or tenants and the rent and other charges reserved in
                  this Lease, but Tenant shall not be entitled to receive any
                  excess of any such rents collected over the rents reserved
                  herein.

                  (v) Landlord may immediately or at any time thereafter
                  terminate this Lease, and this Lease shall be deemed to have
                  been terminated upon receipt by Tenant of written notice of
                  such termination. Upon such termination Landlord shall have
                  the right to recover from Tenant, as liquidated damages, the
                  following:




                                      -22-
<PAGE>   29
                  (A) the worth, at the time of the award, of the unpaid rent
                  that has been earned at the time of termination of this Lease;
                  and

                  (B) the worth, at the time of the award, of the amount by
                  which the unpaid rent that would have been earned after the
                  date of termination of this Lease until the time of the award
                  exceeds the amount of rent that could have been reasonably
                  obtained by Landlord using reasonable diligence to relet the
                  Premises; and

                  (C) the worth, at the time of the award, of the amount by
                  which the unpaid rent for the balance of the Lease Term (or
                  the then current extension period) after the time of the award
                  exceeds the amount of rent that could have been reasonably
                  obtained by Landlord using reasonable diligence to relet the
                  Premises.

                  The following words and phrases as used in this Section
            8.1(b)(v) shall have the following meanings:

                  (x) The "worth at the time of the award" as used in Section
                  8.1(b)(v)(A) and (B) shall be computed by allowing interest at
                  the lesser of (a) the Prime Rate plus three percent (3%) or
                  (b) the maximum rate permitted by law.

                  (y) The "worth at the time of the award" as used in Section
                  8.1(b)(v)(C) shall be computed by discounting the amount at
                  the discount rate of eight percent (8%) per annum; and

                  (z) The term "time of the award" shall mean either the date
                  upon which Tenant pays to Landlord the amount recoverable by
                  Landlord as set forth above or the date of entry of any
                  determination, order or judgment of any court, whichever first
                  occurs.

                  (vi) Landlord may exercise all remedies granted a "Secured
                  Party" under the Georgia Uniform Commercial Code. Landlord
                  shall have a lien upon all goods, chattels or personal
                  property of any description belonging to Tenant which are
                  placed in, or become a part of, the Premises, as security for
                  the performance by Tenant of its obligations under this Lease,
                  which lien shall not be in lieu of or in any way affect any
                  statutory landlord's lien given by law, but shall be
                  cumulative thereto; and Tenant hereby grants to Landlord a
                  security interest in all such property placed in the Premises.
                  In the event Landlord exercises its option to terminate this
                  Lease, or to reenter and relet the Premises as provided
                  herein, Landlord may at its option take possession of all of
                  Tenant's property on the Premises and sell the same at public
                  or private sale after giving Tenant reasonable notice of the
                  time and place of any public sale, or of the time after which
                  any private sale is to be made, for cash or on credit, or for
                  such prices and terms as Landlord deems best, with or without
                  having the property present at such sale. In addition,
                  Landlord may at its option foreclose this lien in the manner
                  and form provided by the foreclosure of security instruments
                  or in any other manner permitted by law. The proceeds of any
                  such foreclosure or sale shall be applied first to the
                  necessary and proper expense of removing, storing and selling
                  such property, including reasonable attorney's fees, then to
                  the payment of any





                                      -23-
<PAGE>   30
                  indebtedness, other than rent, due hereunder from Tenant to
                  Landlord, including interest thereon, then to the payment of
                  any rent or other sums due or to become due under this Lease,
                  with the balance, if any, to be paid to Tenant. Tenant shall
                  at the request of Landlord, execute and deliver such
                  additional documents as may be requested, including a Uniform
                  Commercial Code Financing Statement(s) (Form 1), to perfect
                  this security interest.

      (c) If Landlord reenters the Premises or terminates this Lease pursuant to
      any of the provisions of this Lease, Tenant hereby waives all claims for
      damages which may be caused by such reentry or termination by Landlord.
      Tenant shall and does hereby agree to indemnify and hold Landlord harmless
      from any loss, cost (including court costs and attorneys' fees), or
      damages suffered by Landlord by reason of such reentry or termination. No
      such reentry or termination shall be considered or construed to be a
      forcible entry.

      (d) No course of dealing between Landlord and Tenant or any failure or
      delay on the part of Landlord in exercising any rights of Landlord under
      this Section 8.1 or under any other provisions of this Lease shall operate
      as a waiver of any rights of Landlord hereunder or under any other
      provisions of this Lease, nor shall any waiver of a Default on one
      occasion operate as a waiver of any subsequent Default or of any other
      Default. No express waiver shall affect any condition, covenant, rule, or
      regulation other than the one specified in such waiver and that one only
      for the time and in the manner specifically stated.

      (e) The exercise by Landlord of any one or more of the rights and remedies
      provided in this Lease shall not prevent the subsequent exercise by
      Landlord of any one or more of the other rights and remedies herein
      provided. All remedies provided for in this Lease are cumulative and may,
      at the election of Landlord, be exercised alternatively, successively, or
      in any other manner and are in addition to any other rights provided for
      or allowed by law or in equity.

      8.2 Insolvency or Bankruptcy. The making by Tenant of an assignment for
the benefit of its creditors, the appointment under state law of a receiver to
take possession of all or substantially all of Tenant's assets, or the voluntary
or involuntary involvement of Tenant as a principal in a state law insolvency or
reorganization proceeding, may, at the option of Landlord, be deemed and
declared a Default by Tenant hereunder. Tenant covenants and agrees promptly to
notify Landlord in writing of (i) the occurrence of any of the events described
in the preceding sentence or any event similar thereto, whether occurring in
Georgia or any other jurisdiction, and (ii) the institution by or against Tenant
of any proceeding under the United States Bankruptcy Code including a copy of
the petition filed to initiate such proceeding.

      8.3 Late Payments. Tenant shall pay, in the event Base Rental, Additional
Rental, or other charge to be paid by Tenant hereunder is not paid when due, (A)
a late fee of five (5%) percent of the amount past due, which late fee Tenant
acknowledges is an agreed reimbursement to Landlord for the administrative
expense incurred by Landlord as a result of Tenant's late payment and not a
penalty; and (B) interest on the amount past due (excluding late fees) at a rate
which is the lower of (x) a per annum rate equal to the Prime Rate plus three
percent, or (y) sixteen (16%) percent per annum, but in no event at a rate
higher than that permitted by applicable law, from due date until paid. Should
Tenant make a partial payment of past due amounts, the amount of such partial
payment shall be applied first, to late fees, second, to accrued but unpaid
interest, and third, to past due amounts, in inverse order of their due date.




                                      -24-
<PAGE>   31
      8.4 Attorneys' Fees for Collection. If any Base Rental, Additional Rental
or other debt owing by Tenant to Landlord hereunder is collected by or through
an attorney-at-law, Tenant agrees to pay an additional amount, as attorneys'
fees, equal to fifteen percent (15%) of such amount owed to Landlord.

      8.5 Waiver of Homestead. Tenant hereby waives and renounces all homestead
or exemption rights which Tenant may have under or by virtue of the
Constitutions and Laws of the United States of America, the State of Georgia,
and any other State as against any debt or sum Tenant may owe Landlord under
this Lease and hereby transfers, conveys, and assigns to Landlord all homestead
or exemption rights which may be allowed or set apart to Tenant, including such
as may be set apart in any bankruptcy proceeding to pay any debt or sum owing by
Tenant to Landlord hereunder.

      8.6 No Waiver of Rights. No failure or delay of either party to exercise
any right or power given it herein or to insist upon strict compliance by the
other party of any obligation imposed on it herein and no custom or practice of
either party hereto at variance with any term hereof shall constitute a waiver
or a modification of the terms hereof by either party or any right it has herein
to demand strict compliance with the terms hereof by the other party. Neither
party has or shall have any authority to waive any provision of this Lease
unless such waiver is expressly made in writing.


                                       IX.
                            MISCELLANEOUS PROVISIONS


      9.1 Broker. Tenant represents and warrants to Landlord that (except with
respect to any broker identified in the Lease Summary as "Tenant's Broker") no
broker, agent, commission salesperson, or other person has represented Tenant in
the negotiations for and procurement of this Lease and of the Premises and that
(except with respect to any broker identified in the Lease Summary) no
commissions, fees or compensation of any kind are due and payable in connection
herewith to any broker, agent, commission salesperson, or other person. Tenant
agrees to indemnify and hold Landlord harmless from all loss, cost and damage
(including reasonable attorneys' fees and court costs) suffered or incurred by
Landlord as a result of a breach by Tenant of the representation and warranty
contained in the immediately preceding sentence or as a result of Tenant's
failure to pay commissions, fees or compensation due to any broker who
represented Tenant, whether or not disclosed. Landlord and Tenant each represent
and disclose to the other that Tenant's Broker identified in the Lease Summary
has represented Tenant, and that Barry Real Estate Companies, Inc. ("Landlord's
Broker") has represented Landlord in the negotiation of this Lease. The
commissions or other compensation due and payable to Tenant's Broker and to
Landlord's Broker by reason of this Lease will be paid by Landlord pursuant to
separate written agreements.

      9.2 Addresses and Notices. All notices, unless oral notice is specified,
required or permitted to be given with respect to this Lease in order to be
effective shall be in writing and shall be sent to the address of the intended
party at its address specified in the Lease Summary. Notices shall be sent
either by local or overnight courier service, or by the United States Postal
System, certified or registered mail, return receipt requested, with postage and
charges prepaid. Notices by courier service shall be deemed effective on date of
delivery to the specified address. Notices by the United States Postal System
shall be deemed effective on the third (3rd) business day subsequent to date of
postmark or on the date of actual





                                      -25-
<PAGE>   32
receipt by the addressee, whichever shall be the earlier. In the event of a
change of address by either party, such party shall give written notice thereof
in accordance with the foregoing.

      9.3 Entire Agreement and Exhibits. This Lease constitutes and contains
the sole and entire agreement of Landlord and Tenant with respect to the
Premises and no prior or contemporaneous oral or written representation or
agreement between the parties and affecting the Premises shall have legal
effect. No modification or amendment of this Lease shall be binding upon the
parties unless such modification or amendment is in writing and signed by
Landlord and Tenant. The content of each and every exhibit, attachment and the
Lease Summary which is referenced in this Lease as being attached hereto is
incorporated into this Lease as fully as if set forth in the body of this Lease.

      9.4 Subordination and Attornment.

            (a) Except as provided in subsections (c) and (d) below, this Lease
      and all rights of Tenant hereunder are and shall be subject and
      subordinate to (i) the lien, title and interest of any first-in-priority
      mortgage, first-in-priority deed to secure debt, first-in-priority deed of
      trust, or other first-in-priority instrument in the nature thereof which
      may now or hereafter affect Landlord's estate or interest in and to the
      Building or the land underlying the Building and to any other
      first-in-priority instrument encumbering the fee title of the Building or
      the land underlying the Building and to any modifications, renewals,
      consolidations, extensions, or replacements thereof; and (ii) all ground
      leases which may hereafter be executed affecting the Building or the land
      underlying the Building.

            (b) Subsection (a) above shall be self-operative, and no further
      instrument of subordination shall be required by the holder of any such
      instrument affecting or encumbering the Building or the land underlying
      the Building. In confirmation of such subordination, Tenant shall, upon
      demand, at any time or times, execute, acknowledge and deliver to Landlord
      or the holder of any such mortgage, deed to secure debt, deed of trust, or
      other instrument or to the lessor under any such ground lease, without
      expense, any and all instruments that may be requested by Landlord or such
      holder or such lessor to evidence the subordination of this Lease and all
      rights hereunder to any such mortgage, deed to secure debt, deed of trust,
      or other instrument or the grant of any such ground lease, and each such
      renewal, modification, consolidation, replacement, and extension thereof.

            (c) Tenant shall, upon demand of Landlord, at any time or times,
      execute, acknowledge, and deliver to Landlord or to the holder of any
      mortgage, deed to secure debt, deed of trust, or other instrument
      affecting or encumbering the Building or the land underlying the Building
      or to the lessor under any ground lease affecting the Building or the land
      underlying the Building, without expense, any and all instruments that may
      be necessary to make this Lease superior to any such mortgage, deed to
      secure debt, deed of trust or other instrument or the grant of any such
      ground lease, and each renewal, modification, consolidation, replacement,
      and extension thereof.

            (d) If the holder of any mortgage, deed to secure debt, deed of
      trust or other instrument affecting or encumbering the Building or the
      land underlying the Building or if the lessor under any ground lease
      affecting the Building or the land underlying the Building shall hereafter
      succeed to the rights of Landlord under this Lease, whether through
      possession or foreclosure action or exercise of private power of sale or
      delivery of a new lease, Tenant shall,





                                      -26-
<PAGE>   33
      at the option of such holder or lessor, attorn to and recognize such
      successor as Tenant's landlord under this Lease as of the date of such
      succession to Landlord's interest and shall promptly execute and deliver
      any instrument that may be necessary to evidence such attornment. Upon
      such attornment, this Lease shall continue in full force and effect as a
      direct lease between such successor Landlord and Tenant, subject to all of
      the terms, covenants, and conditions of this Lease.

      9.5 Estoppel Certificate. At any time and from time to time, Tenant, on
or before the date specified in a request therefor made by Landlord, which date
shall not be earlier than ten (10) days from the making of such request,
covenants and agrees to execute, acknowledge and deliver to Landlord a
certificate evidencing (i) whether or not this Lease is in full force and
effect, (ii) whether or not this Lease has been amended in any manner, and if so
specifying such amendment or amendments, (iii) whether or not there are any
existing events of default on the part of Landlord hereunder to the knowledge of
Tenant and specifying the nature of such events of default, if any, and (iv) the
date to which rent, and other amounts due hereunder, if any, have been paid.
Each certificate delivered pursuant to this Section may be relied on by any
prospective purchaser or transferee of Landlord's interest hereunder or of any
part of Landlord's property or by any mortgagee of Landlord's interest hereunder
or of any part of Landlord's property or by an assignee of any such mortgagee or
by any ground lessor of Landlord's interest hereunder.

      9.6 Severability. If any clause or provision of this Lease is or becomes
illegal, invalid or unenforceable because of present or future laws or any rule
or regulation of any governmental body or entity, effective during the Lease
Term, the intention of the parties hereto is that the remaining parts of this
Lease shall not be affected thereby, unless the lack of such clause or provision
is, in the sole determination of Landlord, essential to the rights of both
parties in which event Landlord shall have the right to terminate this Lease on
written notice to Tenant.

      9.7 Captions. The captions used in this Lease are for convenience only
and do not in any way limit or amplify the terms and provisions hereof.

      9.8 Successors and Assigns. The words "Landlord" and "Tenant" as used
herein shall include the respective contracting party, whether singular or
plural, and whether an individual, masculine or feminine, or a corporation,
general partnership, joint venture, limited partnership or trust. The provisions
of this Lease shall inure to the benefit of and be binding upon Landlord and
Tenant, and their respective successors, heirs and assigns, subject, however, in
the case of Tenant, to the provisions of Section 2.5 hereof. It is understood
and agreed that the term "Landlord", as used in this Lease, means only the
owner(s), or the lessee(s), from time to time of the Building and/or the land
underlying the Building so that in the event of any sale or sales of the
Building and/or the land underlying the Building, or of any lease thereof, the
Landlord named herein shall be and hereby is entirely freed and relieved of all
covenants and obligations of Landlord hereunder accruing thereafter to the
extent of such sale or lease, and it shall be deemed without further agreement
that the purchaser, or the lessee, as the case may be, has assumed and agreed,
to the same extent, to carry out any and all covenants and obligations of
Landlord hereunder during the period such party has possession of all or such
portion of the Building and/or the land underlying the Building which it has
purchased or leased. Should all of the land underlying the Building and the
entire Building be severed as to ownership by sale and/or lease, then, unless
the Tenant is otherwise notified to the contrary in writing, either the owner of
the entire Building or the lessee of the entire Building, as the case may be,
which has the right to lease space in the Building to tenants shall be






                                      -27-
<PAGE>   34
deemed the "Landlord". Tenant shall be bound to any successor landlord for all
the terms, covenants, and conditions hereof and shall execute any attornment
agreement not in conflict herewith at the request of any successor landlord.

      9.9 Georgia Law. The laws of the State of Georgia shall govern the
interpretation, validity, performance and enforcement of this Lease.

      9.10 Time is of the Essence. Time is of the essence of this Lease. Unless
specifically provided otherwise, all references to terms of days or months shall
be construed as references to calendar days or calendar months, respectively.

      9.11 Execution. This Lease may be executed in any number of counterparts,
each of which shall be deemed an original and any of which shall be deemed to be
complete in itself and may be introduced into evidence or used for any purpose
without the production of the other counterparts.

      9.12 Force Majeure. A party to this Lease shall be excused from the
performance of its duties and obligations under this Lease, except obligations
for the payment of money such as Base Rental, for the period of delay, but in no
event longer than ninety (90) days, caused by labor disputes, governmental
regulations, riots, war, insurrection, acts of God or other causes beyond the
control of the party whose performance is being excused (but such causes shall
not include insufficiency of funds).

      9.13 Multiple Tenants. Should more than one party enter into this Lease
as Tenant, each party so constituting Tenant shall be liable, jointly and
severally with the other or others, for all obligations of Tenant under this
Lease, and Landlord may enforce its rights hereunder against such party with or
without seeking enforcement thereof against the other or others.

      9.14 Mutual Warranty of Authority. Landlord warrants to Tenant that
Landlord is a validly existing limited partnership under the laws of the State
of Georgia, that its entry into and performance of this Lease has been duly
authorized, and that the party executing this Lease on its behalf is duly
authorized to do so. Tenant, if other than an individual, warrants to Landlord
that Tenant is a validly existing legal entity under the laws of the state of
its formation and that it is duly qualified to do business in the State of
Georgia, that its entry into and performance of this Lease has been duly
authorized, and that the officer(s), partner(s) or trustee(s), as applicable,
executing this Lease on its behalf are duly authorized to do so.

      9.15 Parking Rights. For use by Tenant and its employees and invitees,
Landlord shall provide for Tenant's use during normal business hours for the
Building the number of unassigned parking spaces in the surface parking lot
adjacent to the Building as designated in the Lease Summary. Such parking spaces
shall be provided to Tenant free of charge during the initial term of this Lease
and any extension hereof.

      9.16 No Recordation of Lease. This Lease is not in recordable form, and
Tenant agrees not to record or permit the recording of this Lease.





                                      -28-
<PAGE>   35
9.17  Hazardous Substances.

      (a) Tenant hereby covenants that Tenant shall not cause or permit any
"Hazardous Substances" (as hereinafter defined) to be placed, held, located or
disposed of in, on or at the Premises or any part thereof and neither the
Premises nor any part thereof shall ever be used as a dump site or storage site
(whether permanent or temporary) for any Hazardous Substances during the Lease
Term.

      (b) Tenant hereby agrees to indemnify Landlord and hold Landlord harmless
from and against any and all losses, liabilities, including strict liability,
damages, injuries, expenses, including reasonable attorneys' fees, costs of any
settlement or judgment and claims of any and every kind whatsoever paid,
incurred or suffered by, or asserted against, Landlord by any person or entity
or governmental agency for, with respect to, or as a direct or indirect result
of, the presence on or under, or the escape, seepage, leakage, spillage,
discharge, emission, discharging or release from, the Premises of any Hazardous
Substance (including, without limitation, any losses, liabilities, including
strict liability, damages, injuries, expenses, including reasonable attorneys'
fees, costs of any settlement or judgment or claims asserted or arising under
the Comprehensive Environmental Response, Compensation and Liability Act, any
so-called federal, state or local "Superfund" or "Superlien" laws, statute, law,
ordinance, code, rule, regulation, order or decree regulating, relating to or
imposing liability, including strict liability, substances or standards of
conduct concerning any Hazardous Substance), provided, however, that the
foregoing indemnity is limited to matters arising solely from Tenant's violation
of the covenant contained in subsection (a) above.

      (c) For purposes of this Lease, "Hazardous Substances" shall mean and
include those elements or compounds which are contained in the list of hazardous
substances now or hereafter adopted by the United States Environmental
Protection Agency (the "EPA") or the list of toxic pollutants designated by
Congress or the EPA or which are now or hereafter defined as hazardous, toxic,
pollutant, infectious or radioactive by any other Federal, state or local
statute, law, ordinance, code, rule, regulation, order or decree regulating,
relating to, or imposing liability or standards of conduct concerning, any
hazardous, toxic or dangerous waste, substance or material, as now or at any
time hereafter in effect.

      (d) Landlord shall have the right but not the obligation, and without
limitation of Landlord's rights under this Lease, to enter onto the Premises or
to take such other actions as it deems necessary or advisable to cleanup,
remove, resolve or minimize the impact of, or otherwise deal with, any Hazardous
Substance following receipt of any notice from any person or entity (including
without limitation the EPA) asserting the existence of any Hazardous Substance
in, on or at the Premises or any part thereof which, if true, could result in an
order, suit or other action against Tenant or Landlord or both. All reasonable
costs and expenses incurred by Landlord in the exercise of any such rights,
which costs and expenses result from Tenant's violation of the covenant
contained in subsection (a) above, shall be deemed additional rental under this
Lease and shall be payable by Tenant upon demand.

      (e) This Section 9.17 shall survive cancellation, termination or
expiration of this Lease.




                                      -29-
<PAGE>   36
      9.18 Names. Upon written notice to Tenant, Landlord reserves the right,
from time to time, to change the name of the development, the name of the
Building and the street address of the Building. Tenant shall not, without the
prior written consent of Landlord, use the name given the development, the
Building, or any other deceptively similar name, or use any associated service
mark or logo of the development or the Building for any purpose other than
Tenant's business address.

      9.19 Shared Communications Services. Landlord may contract with a vendor
(the "Shared Services Vendor") to make available to tenants of the Building
certain shared communications services. With respect to such shared
communications services, if and so long as available, Landlord and Tenant agree
as follows:

            (a) Tenant, at its election, may contract with Shared Services
      Vendor or any other vendor for communications services, including, without
      limitation, Southern Bell Telephone and Telegraph Company, the public
      utility provider of telecommunications regulated by the Georgia Public
      Service Commission. Tenant may make such election at its sole and absolute
      discretion.

            (b) Tenant acknowledges and agrees that Shared Services Vendor is an
      independent contractor of Landlord and not Landlord's employee, agent,
      partner or joint venturer and Tenant waives any and all right Tenant may
      have or claim to have to assert the contrary.

            (c) Tenant acknowledges and agrees that any cessation or
      interruption of shared communications services or default by Shared
      Services Vendor under the terms and conditions of Tenant's agreement with
      Shared Services Vendor shall not constitute a default under this Lease nor
      a constructive eviction by Landlord of Tenant. Tenant agrees that it shall
      not abate or setoff against any amount of Base Rental, Rental Adjustment,
      additional rent or other sum due under this Lease for any claim against
      Shared Services Vendor or for a default under Tenant's agreement with
      Shared Services Vendor. Tenant waives and releases Landlord from any and
      all claims Tenant may have, now or in the future, against Landlord, if
      any, that arise from or are related to the acts, omissions, negligence or
      gross negligence of Shared Services Vendor or its agents and employees.

      9.20 Ownership and Management Disclosure. Landlord discloses to Tenant,
and Tenant acknowledges, that Landlord is the owner of record of the Building
and the Premises and that Landlord's Broker and its affiliates are authorized to
manage the Building and the Premises on behalf of Landlord. The address of both
is 50 Glenlake Parkway, Suite 520, Atlanta, Georgia 30328.

      9.21 Effect of Lease Termination. No termination of this Lease by reason
of exercise of an optional right, lapse of time, failure of condition or
election of a party to terminate shall release or otherwise relieve either party
from liability for breach of this Lease or from performance of any contractual
obligation provided herein accruing prior to such termination. The possessory
rights of Tenant, however, shall cease and expire as of the effective time of
any such termination.

      9.22 Special Stipulations. The Special Stipulations, if any, attached
hereto as Exhibit "E" and made a part hereof, are hereby incorporated herein and
in the event they conflict with any of the foregoing provisions, the Special
Stipulations shall control.


                      [SIGNATURES BEGIN ON FOLLOWING PAGE]




                                      -30-
<PAGE>   37
      IN WITNESS WHEREOF, the parties hereto have duly executed and sealed this
Lease as of the date and year first above stated.


                                    LANDLORD:

                                    DEERFIELD HOLDINGS, L.P.,
                                    a  Georgia limited partnership


                                    By:   BS DEERFIELD, LLC, a Georgia
                                          limited liability company,
                                          as its sole General Partner

                                          By:   /s/ Christian B. Schoen
                                          Name: Christian B. Schoen
                                          Its:  Manager

                                                            [SEAL]


                                    TENANT:

                                    INTEGRATED INFORMATION SYSTEMS, INC.,
                                    a Delaware corporation

                                    By:    Craig A. King
                                    Name:  Craig A. King
                                    Title: Vice President

                                    Attest:

                                          Title:

                                                            [SEAL]






                                      -31-
<PAGE>   38
                               [GRAPHIC FLOOR PLAN]


                                   EXHIBIT "A"


<PAGE>   39
                                [GRAPHIC FLOOR PLAN]



                                  EXHIBIT "A-1"

                               FIRST REFUSAL SPACE
<PAGE>   40
                                [GRAPHIC FLOOR PLAN]



                                ATTACHMENT "A-2"

                        200 BUILDING FIRST REFUSAL SPACE


                                                                 B A R R Y
                                                            Real Estate Services
<PAGE>   41
                                   EXHIBIT "B"

                           TENANT ACCEPTANCE AGREEMENT



      This Agreement, made this ____ day of _________, 2000, between DEERFIELD
HOLDINGS, L.P., a Georgia limited partnership, (hereinafter referred to as
"Landlord") and INTEGRATED INFORMATION SYSTEMS, INC., a Delaware corporation
(hereinafter referred to as "Tenant");


                          W I T N E S S E T H   T H A T:


      WHEREAS, Landlord and Tenant entered into a Lease Agreement dated
____________, 2000 (the "Lease") for Suite _____ (the "Premises") in the
building known as ____________________ 100 Deerfield Point located at 12725
Morris Road Extension, Alpharetta, Georgia 30004; and

      WHEREAS, Landlord and Tenant agreed to execute this Agreement to confirm
the actual Commencement and Expiration dates of the Lease Term, and for other
purposes;

      NOW, THEREFORE, pursuant to the provisions of Article II of the Lease,
Landlord and Tenant mutually agree as follows:

      1. The Commencement Date of the Lease Term is__________, 2000. The
Expiration Date of the Lease Term is __________, 2005.

      2. Tenant is in possession of, and has accepted, the Premises demised by
the Lease, and acknowledges that all the work to be performed by Landlord in the
Premises as required by the terms of the Lease except as set forth in Paragraph
3 below, if any, has been satisfactorily completed. Tenant further certifies
that all conditions of the Lease required of Landlord as of this date have been
fulfilled and there are no defenses or setoffs against the enforcement of the
Lease by Landlord.

      3. Landlord and Tenant acknowledge pursuant to Section 2.2 of the Lease
that the following items remain to be completed or corrected, which items
Landlord agrees to accomplish within a reasonable time subsequent to the
Commencement Date (if none, so state):
<PAGE>   42
      IN WITNESS WHEREOF, the parties hereto have duly executed and sealed this
Agreement as of the date and year first above stated.

                                    LANDLORD:


                                    DEERFIELD HOLDINGS, L.P.,
                                    a  Georgia limited partnership


                                    By:   BS DEERFIELD, LLC, a Georgia
                                          limited liability company,
                                          as its sole General Partner

                                          By:
                                          Name: Christian B. Schoen
                                          Its:  Manager


                                                            [SEAL]




                                    TENANT:

                                    INTEGRATED INFORMATION SYSTEMS, INC.,
                                    a Delaware corporation

                                    By:
                                    Name:
                                    Title:


                                    Attest:

                                          Title:

                                                            [SEAL]



                                      -2-
<PAGE>   43
                                   EXHIBIT "C"

                          TENANT IMPROVEMENT AGREEMENT



      This Agreement, made this _____ day of _________, 2000, between DEERFIELD
HOLDINGS, L.P., a Georgia limited partnership (hereinafter referred to as
"Landlord") and INTEGRATED INFORMATION SYSTEMS, INC., a Delaware corporation
(hereinafter referred to as "Tenant");

                          W I T N E S S E T H T H A T:

      WHEREAS, the undersigned Landlord and Tenant have executed, sealed, and
delivered a certain Lease Agreement (hereinafter referred to as the "Lease") to
which this Agreement is attached, and into which this Agreement is fully
incorporated by reference, as Exhibit "C";

      WHEREAS, the Lease provides for the leasing of space (the "Premises")
within 100 Deerfield Point, located at 12725 Morris Road Extension, Alpharetta,
Georgia 30004 (hereinafter referred to as the "Building");

      WHEREAS, terms which are defined in the Lease when used herein shall have
the same meanings ascribed thereto as set forth in the Lease; and

      WHEREAS, Landlord and Tenant desire to set forth herein their respective
agreements regarding the improvement of the Premises;

      NOW, THEREFORE, in consideration of the foregoing recitals, the execution
and delivery of the Lease by the parties hereto, the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Landlord and Tenant, intending to be legally
bound, hereby agree as follows:

SECTION 1.  TENANT IMPROVEMENTS.

      Section 1.01.  Tenant Improvements.

      The term "Tenant Improvements" shall mean all improvements constructed or
installed in or on the Premises in accordance with the Drawings and
Specifications, as hereinafter defined.

      Section 1.02.  Base Building Condition.

      The term "Base Building Condition" shall mean the condition of the
Premises described in Attachment C-1 attached hereto and incorporated herein by
this reference.

SECTION 2.  DRAWINGS AND SPECIFICATIONS.

      Section 2.01.  Definition.

      The term "Drawings and Specifications" shall mean the final drawings,
specifications, and finish schedules for the Tenant Improvements which shall be
prepared and approved by Landlord and Tenant in accordance with the following
procedure:

      (a) As soon as reasonably possible after execution of this Tenant
      Improvement Agreement, but in no event later than ten (10) days
      thereafter, Tenant shall either inform Landlord that Tenant desires to use
      the architect designated by Landlord ("Landlord's architect") to prepare
      final working drawings and specifications necessary to commence
      construction of the Tenant Improvements or inform Landlord of the identity
      of the architect or other design specialist whom Tenant desires to use for
      such work. Landlord shall have the right of approval over any architect or
      other design specialist selected by Tenant and shall
<PAGE>   44
      advise Tenant promptly of Landlord's decision either approving or
      disapproving the person or firm selected by Tenant.

      (b) If Tenant elects to use Landlord's architect as provided in subsection
      (a) above, Tenant shall commence working with said architect promptly so
      that final working drawings and specifications can be prepared for
      Landlord's approval. If Tenant elects to use an independent architect or
      design specialist and if the same is approved by Landlord, Tenant agrees
      to commence working with such professional promptly and further agrees
      that such work shall be performed in accordance with professional
      standards for design and construction criteria. The architect selected by
      Tenant, whether Landlord's architect or other architect or design
      specialist selected by Tenant with Landlord's approval, shall hereinafter
      be referred to as the "Tenant's Architect".

      (c) As soon as reasonably possible, but no more than thirty (30) days
      after making its election under subsection (b) above, Tenant shall deliver
      to Landlord Tenant's proposed final working drawings and specifications
      for the Tenant Improvements. Landlord shall promptly review and resubmit
      the same to Tenant, either with Landlord's approval, or with Landlord's
      approval subject to comments, or with Landlord's disapproval. If Landlord
      fails to respond within thirty (30) days after receiving such proposed
      final drawings and specifications, Landlord shall be deemed to have given
      its disapproval. Tenant shall resubmit any such drawings and
      specifications which are returned by Landlord without complete approval as
      promptly as possible, and such resubmitted drawings and specifications
      shall contain the information or changes required by Landlord. Once
      Landlord then satisfies itself that such drawings and specifications are
      acceptable, Landlord shall so notify Tenant and the same shall constitute
      the "Drawings and Specifications" for purposes of this Tenant Improvement
      Agreement.

      (d) Promptly after receipt of the Drawings and Specifications, Landlord
      shall obtain from a contractor designated by Landlord ("Landlord's
      Contractor") a price estimate for the Tenant Improvements and shall submit
      the same to Tenant for its approval. If Tenant disapproves such price
      estimate, Tenant agrees to work promptly with Tenant's Architect and
      Landlord's Contractor to alter the Drawings and Specifications as
      necessary to cause the price estimate based thereon to be acceptable to
      Tenant. The aggregate design and construction cost for the Tenant
      Improvements, once approved by Tenant, shall hereinafter be referred to as
      "Tenant Improvement Costs". Upon determination of the Tenant Improvement
      Costs, Tenant shall be deemed to have given final approval to the Drawings
      and Specifications and Landlord shall be deemed to have been authorized to
      proceed, through Landlord's Contractor, with the work of constructing and
      installing the Tenant Improvements in accordance with the Drawings and
      Specifications.

SECTION 3. PAYMENT OF COSTS.

      Section 3.01. Landlord's Costs for Drawings and Specifications.

      Tenant shall be solely responsible for the cost of preparing and
finalizing all drawings and specifications as set forth in Sections 2.01(a)
through (d) above. Notwithstanding the foregoing, Tenant may apply the
Landlord's Allowance for Tenant Improvement Costs (as hereinafter defined) to
the payment of the cost of the preparation of such drawings and specifications.

      Section 3.02. Landlord's Allowance for Tenant Improvement Costs.

      Landlord shall pay the Tenant Improvement Costs up to, but not exceeding,
the amount specified in the Lease Summary (the "Landlord's Allowance for Tenant
Improvement Costs").

      Section 3.03. Tenant's Costs.

      Tenant shall pay to Landlord, as additional rental, the following:
<PAGE>   45
      (a) The Tenant Improvement Costs over and above the Landlord's Allowance
      for Tenant Improvement Costs;

      (b) The cost (including fees for architects, engineers, interior designers
      and other professionals) of preparing and finalizing all drawings and
      specifications as set forth in Sections 2.01(a) through (d), over and
      above the Design Fee Allowance; and

      (c) The cost of making any and all changes in and to the Drawings and
      Specifications and any and all increased costs in the Tenant Improvement
      Costs, including construction management fees, resulting therefrom.

The aggregate of all costs described above in subsections (a) through (c) of
this Section 3.03 are hereinafter referred to collectively as "Tenant's Costs."

      Section 3.04.  Payment Schedule for Tenant's Costs.

      Tenant shall pay to Landlord the Tenant's Costs as follows:

      (a) Fifty percent (50%) of the amount of Tenant's Costs then known to
      Landlord and Tenant shall be paid prior to the commencement of any work of
      constructing and installing the Tenant Improvements;

      (b) Forty percent (40%) of the amount of Tenant's Costs then known to
      Landlord and Tenant shall be paid within thirty (30) days after the
      commencement of the work of constructing and installing the Tenant
      Improvements; and

      (c) The balance of Tenant's Costs shall be paid immediately upon
      Landlord's notification to Tenant that the work of constructing and
      installing the Tenant Improvements has been substantially completed.

      Section 3.05. Changes in Drawings and Specifications.

      If at any time after the Tenant Improvement Costs are determined Tenant
desires to make changes in the Drawings and Specifications, Tenant shall submit
to Landlord for approval working drawings and specifications for any and all
such desired changes. The process of finalizing and approving such drawings and
specifications shall be in the same manner as set forth in Section 2 above. Once
any and all changes and modifications are approved, Landlord shall promptly
submit the same to Landlord's Contractor for pricing. The procedure for
determining an approved cost for such changes shall be as set forth in Section 2
above. Once a cost for such changes has been approved, all references in this
Agreement to "Drawings and Specifications" shall be to the Drawings and
Specifications adopted pursuant to the procedures of Section 2 above, as changed
and modified pursuant to this Section 3.05, and all references to "Tenant
Improvement Costs" shall be deemed to include the aggregate approved cost for
the changes as determined in this Section 3.05. Once the changes and the costs
therefor have been approved, Tenant shall be deemed to have given full
authorization to Landlord to proceed with the work of constructing and
installing the Tenant Improvements in accordance with the Drawings and
Specifications, as changed and modified. Landlord shall have the optional right
to require Tenant to pay in one lump sum to Landlord, in advance of commencement
of work, any and all increases in the Tenant Improvement Costs which result from
approved changes to the Drawings and Specifications.

      Section 3.06.  Failure to Pay Tenant's Costs.

      Failure by Tenant to pay Tenant's Costs in accordance with this Section 3
will constitute a failure by Tenant to pay rent when due under the Lease and
shall therefor constitute a Default by Tenant under the Lease, and Landlord
shall have all of the remedies available to it under the Lease and at law or in
equity for nonpayment of rent.

      Section 3.07.  Landlord's Disbursement Obligations.
<PAGE>   46
      Landlord agrees to disburse the Landlord's Allowance for Tenant
Improvement Costs and the Tenant's Costs (to the extent deposited by Tenant with
Landlord) to pay the Tenant Improvement Costs as and when the same become due
and payable. Landlord shall be entitled to rely on the accuracy of any and all
invoices and fee statements for labor and materials performed on or furnished to
the Premises in connection with the Tenant Improvements and to rely, to the
extent submitted, on any and all certifications as to Tenant Improvement Costs
submitted by Landlord's Contractor and/or Tenant's Architect.

      Section 3.08.  Finish Work in Addition to Tenant Improvements.

      All work in or about the Premises which is not within the scope of the
work necessary to construct and install the Tenant Improvements, such as
delivering and installing furniture, telephone equipment, wiring, and office
equipment, shall be furnished and installed by Tenant entirely at Tenant's
expense. Tenant shall adopt a schedule for performing such additional work
consistent with the schedule of Landlord's Contractor and shall see that such
work is conducted in such a manner as to maintain harmonious labor relations and
as not to interfere unreasonably with or to delay the work of constructing or
installing the Tenant Improvements. Tenant agrees further that such additional
work shall be conducted and accomplished so as not to interfere with Landlord's
ability to obtain a certificate of occupancy for the Premises, and the costs
associated with curing or correcting such interference, if any, shall be part of
Tenant's Costs. Landlord shall give access and entry to the Premises to Tenant
and its contract parties performing such additional work and reasonable
opportunity and time to enable Tenant and such contract parties to perform and
complete such work. All of such additional work and Tenant's use (and the use by
its contract parties) of the Premises for such purposes shall be entirely in
accordance with the Lease, including without limitation this Agreement.

      Section 3.09.  Schedule.

      Subject to the terms of this Agreement and the other provisions of the
Lease, Landlord and Tenant agree to use their best efforts to comply with the
Schedule for Planning, Pricing and Construction of Tenant Improvements, attached
hereto as Attachment "C-2".

      IN WITNESS WHEREOF, the parties have duly executed and sealed this
Agreement as of the date and year first above stated.

                                    LANDLORD:


                                    DEERFIELD HOLDINGS, L.P.,
                                    a  Georgia limited partnership


                                    By:   BS DEERFIELD, LLC, a Georgia
                                          limited liability company,
                                          as its sole General Partner

                                    By:   /s/ Christian B. Schoen
                                          -----------------------------
                                          Name: Christian B. Schoen
                                          Its:  Manager


                                                            [SEAL]


                                    TENANT:
<PAGE>   47
                                    INTEGRATED INFORMATION SYSTEMS, INC.,
                                    a Delaware corporation

                                    By:    /s/ Craig A. King
                                          -------------------------------
                                    Name:  Craig A. King
                                    Title: Vice President


                                    Attest:

                                          Title:

                                                            [SEAL]
<PAGE>   48
DEERFIELD POINT
--------------------------------------------------------------------------------


                                ATTACHMENT "C-1"

BASE BUILDING IMPROVEMENTS

The Base Building Improvement and systems as described below shall be furnished
by Landlord at Landlord's sole cost and expense and are in addition to the
Tenant Improvement Allowance. These include:

1.   The Building structure will be designed for a minimum floor load of 70 lbs.
     live load plus a 20 lbs. partition dead load.

2.   The Building shell will include a built-out and finished interior core,
     stairwell enclosures, exterior perimeter walls (minus sheetrock) and all
     building columns. The interior core on each floor will include men's and
     women's restroom facilities, one drinking fountain, electrical, telephone,
     janitorial and mechanical closets, stairways and an elevator lobby. All
     walls adjacent to public traffic areas will be vinyl finished. All doors
     throughout the premises will be 3'0" solid core, 8'10.5" in height with
     two-knuckle hinges and metal door frames included. The restroom facilities
     on each floor of the Premises will be based on the latest edition of the
     Standard Plumbing Code. In accordance with the ADA, as defined in the
     Lease, handicapped, accessible water closets will be provided for both men
     and women on each floor, as required by applicable laws or building codes.
     Restrooms will have individual toilet stalls with ceramic tile wet walls
     and floors, ceiling hung partitions between stalls, gypsum board front
     walls and returns with millwork louvered doors, and gypsum ceilings with
     carpeted vestibules.

3.   A concrete floor will be installed with a smoothed trowel finish for
     installation of glued-down carpet. The floor will be poured level and
     finished in accordance with current ACI Standards at a tolerance of 1/4" in
     10 ft. A topping of Gyp-Crete 2000 or an approved equivalent shall be used
     to level the floor to within 1/4" overall if the Base Building flooring is
     not finished per spec.

4.   The ground level building lobby will be fully finished with millwork and
     fabric paneled walls, stone floors and drywall ceilings.

5.   Throughout the Building, including all corridors and stairwells, a life
     safety system will be installed in accordance with the more stringent of
     applicable national, state and local codes or the Americans with
     Disabilities Act Regulations. The life safety system for the Building will
     include sufficient capacity to accommodate additional devices required for
     Tenant buildout. It shall consist of sprinklers, smoke detectors, internal
     fire alarm and annunciator system, elevator recall, emergency lighting,
     self-illuminating exit signs, fire hoses, stairwell pressurization and
     extinguishers as required by applicable codes or Tenant's safety
     requirements. The sprinkler system will have an approved water flow alarm
     connection and tamper-proof detection device, connected to a central
     station or direct to the fire/police departments. It will include all
     distribution of mains, laterals, uprights and upright heads.

6.   Electrical distribution will be provided to the main panel boxes in the
     electrical closet on each floor. The electrical system shall be sized for a
     connected load of 7.0 watts/usable sq. ft. exclusive of lighting and HVAC.
     Each 480: 120/208 step-down transformer serving designated branch circuit
     panels primarily dedicated to personal computer loads shall have a "K"
     rating of no less than 4. Power will be provided in highly reliable
     concrete-encased under-ground duct lines providing clean uninterrupted
     power.


1
<PAGE>   49
DEERFIELD POINT
--------------------------------------------------------------------------------

7.   A suspended, revealed edge acoustical ceiling will be supplied and stocked
     on the floor. It will be listed by Underwriter's Laboratories, Inc.
     (Materials List) as Fire Hazard Classification and will have a minimum
     thickness of 3/4" with a foil back. The ceiling height will be 9'0"
     throughout all rooms on each floor. Fissured acoustical tile will be
     installed on a 2' x 2' mechanically suspended grid system. Ceiling grid
     will be a thin profile 9/16 inch grid. It will have a minimum noise
     reduction coefficient of .55, a minimum sound transmission classification
     rating of 35, and a minimum combustibility rating of Class I or equal to
     that of local code requirements, whichever is greater.

8.   The light fixtures will be 2' x 4' x 3" parabolic fixtures with 18 cell
     louvers. Lamps are to be T-8 "warm white" energy saving type. Ballasts
     shall also be energy efficient, high power factor U.L. listed, Class P, and
     have a sound rating of "A". Lighting fixtures without whips will be stocked
     on the floor, not connected.

9.   The Building will be equipped with a variable air volume (VAV) and power
     induction unit (PIU) heating, ventilation and air conditioning system with
     individual packaged fan units provided on each floor. The system will
     contain bag type air filters. The fan system shall run continuously during
     business hours with no duty cycling. All ducts shall be separately zoned by
     floor, with individual controls provided within Tenant's Premises. These
     individual zones, thermostatically controlled, shall be preset and tamper
     proof. The minimum allowable rate is one (1) thermostat and PIU/VAV per
     1,400 square feet of usable area, and a minimum of one (1) diffuser for
     each 200 square feet of usable area. The location of these thermostats and
     the interior diffusers will be configured according to the Tenant's final
     space plan at Tenant's cost. Perimeter diffusers are provided as Base
     Building. The system will be designed to maintain a space temperature
     between 70-75 degrees Fahrenheit on a year-round basis, based on a maximum
     average occupancy of one (1) person for each 200 square feet of usable
     area. Lobby to be on constant air volume, not on (VAV) system. The
     requirements for ventilation shall comply with present ASHRAE (American
     Society of Heating, Refrigeration and Air Conditioning Engineers) standard
     62-1989 as a minimum requirement. After hours heating and cooling can be
     provided at the cost of $35 per hour per floor.

10.  Telephone service will be brought to the Building's main telephone room.
     Fiber optic cable will be available to the building.

11.  Horizontal window blinds will be installed on all windows.

12.  Two (2) automatic geared passenger elevators will be provided. One freight,
     geared elevator will be provided with 3,500 lbs. capacity, 7'-0" wide by
     6'2" deep with a high hat accommodating heights of 11'-0". It will be
     accessed via a large freight elevator lobby. Elevator cabs will be equipped
     with an emergency communications/alarm system, including a bell
     annunciator, connected to the building central alarm system. The elevator
     controls will have Braille lettering for eyesight impaired persons.

13.  A loading area will be provided with maximum tractor/van clearance.

14.  An electronically controlled card access building security system or
     equivalent system will be provided. This system can control all entry areas
     to Tenant's Premises from elevator lobbies on full floors that Tenant
     occupies or at suite entrances from public corridors. This system will
     control main building systems to ensure that Tenant's employees and
     property are adequately safeguarded. Each card is to be separately coded
     for individual employee access and the system can be configured for a
     multitude of authorized access levels.


                                       2
<PAGE>   50
DEERFIELD POINT
--------------------------------------------------------------------------------

15.  Carpeting will be installed in elevator lobbies and in common corridors on
     all multiple tenancy floors, in color and type as selected by Landlord.

16.  All roadways necessary for Tenant's access to and egress from the Building
     will be completed.

17.  A directory shall be provided in the lobby of the Building and Tenant shall
     be allowed space on the directory in proportion to the total rentable area
     that Tenant occupies in the Building.


                                       3

<PAGE>   51
                                ATTACHMENT "C-2"

                       Schedule for Planning, Pricing and
                       Construction of Tenant Improvements



<TABLE>
<CAPTION>
DATE                                ACTIVITY
----                                --------
<S>                        <C>

Complete                   -   Tenant shall select architect or space designer with Landlord's approval.

March 20, 2000             -   Tenant shall furnish to Landlord final working drawings and specifications for Tenant
                               Improvements.

March 22, 2000             -   Drawings and Specifications submitted to contractors for bid.

March 31, 2000             -   Landlord approves drawings and specifications.

March 31, 2000             -   Contractor and Final Bid approved by Landlord and Tenant.

April 3, 2000              -   Construction of Tenant Improvement begins.

May 26, 2000               -   Construction Complete.

May 26, 2000               -   Tenant move-in begins.

June 1, 2000               -   Commencement Date.
</TABLE>


                                       ***
<PAGE>   52
                                   EXHIBIT "D"

                              RULES AND REGULATIONS


         1. The sidewalks, and public portions of the Building, such as
entrances, passages, courts, elevators, vestibules, stairways, corridors or
halls, and the streets, alleys or ways surrounding or in the vicinity of the
Building shall not be obstructed, even temporarily, or encumbered by Tenant or
used for any purpose other than ingress and egress to and from the Premises.

         2. No awnings or other projections shall be attached to the outside
walls of the Building. No curtains, blinds, shades, louvered openings, tinted
coating, film or screens shall be attached to or hung in, or used in connection
with, any window, glass surface or door of the Premises, without the prior
written consent of Landlord, unless installed by Landlord.

         3. No sign, advertisement, notice or other lettering shall be
exhibited, inscribed, painted or affixed by Tenant on any part of the outside of
the Premises or Building or on corridor walls or windows or other glass surfaces
(including without limitation glass storefronts). Signs on entrance door or
doors shall conform to building standard signs, samples of which are on display
in Landlord's rental office. Signs on doors shall, at Tenant's expense, be
inscribed, painted or affixed for each tenant by sign makers approved by
Landlord. In the event of the violation of the foregoing by Tenant, Landlord may
remove same without any liability, and may charge the expense incurred by such
removal to Tenant.

         4. The sashes, sash doors, skylights, windows, heating, ventilating and
air conditioning vents and doors that reflect or admit light and air into the
halls, passageways or other public places in the building shall not be covered
or obstructed by Tenant, nor shall any bottles, parcels, or other articles be
placed on the window sills.

         5. No show cases or other articles shall be put in front of or affixed
to any part of the exterior of the Building, nor placed in the public halls,
corridors, or vestibules without the prior written consent of Landlord.

         6. The water and wash closets and other plumbing fixtures shall not be
used for any purposes other than those for which they were constructed, and no
sweepings, rubbish, rags, or other substances shall be thrown therein. All
damages resulting from any misuse of the fixtures shall be borne by Tenant.

         7. Tenant shall not in any way deface any part of the Premises or the
Building. If Tenant desires to use linoleum or other similar floor covering, an
interlining of builder's deadening felt shall be first affixed to the floor, by
a paste or other material, soluble in water; the use of cement or other similar
adhesive materials, which are not water soluble, are expressly prohibited.

         8. No bicycles, vehicles, or animals of any kind shall be brought into
or kept in or about the Premises. No cooking shall be done or permitted by
Tenant on the Premises except in conformity to law and then only in the utility
kitchen, if any, as set forth in Tenant's layout, which is to be primarily used
by Tenant's employees for heating beverages and light snacks. Tenant shall not
cause or permit any unusual or objectionable odors to be produced upon or
permeate from the Premises.
<PAGE>   53
         9. No space in the Building shall be used for manufacturing,
distribution, or for the storage of merchandise or for the sale of merchandise,
goods, or property of any kind at auction.

         10. Tenant shall not make, or permit to be made, any unseemly or
disturbing noises or disturb or interfere with occupants of the Building or
neighboring buildings or premises or those having business with them, whether by
the use of any musical instrument, radio, talking machine, unmusical noise,
whistling, singing, or in any other way. Tenant shall not throw anything out of
the doors, windows or skylights or down the passageways. Tenant shall not cause
or permit any unseemly or disturbing activity or conduct to be visible through
any window, opening, doorway, glass storefront or other glass surface or any
other means of visibility that disturbs or interferes with (i) tenants or other
occupants of the building or their licensees or invitees or (ii) neighboring
buildings or premises or those having business with them, including without
limitation, receptions, parties, recreation and other activities of a social
nature not directly related to Tenant's use of the Premises.

         11. Neither Tenant, nor any of Tenant's servants, employees, agents,
visitors, or licensees, shall at any time bring or keep upon the Premises any
inflammable, combustible or explosive fluid, or chemical substance, other than
reasonable amounts of cleaning fluids or solvents required in the normal
operation of Tenant's business offices.

         12. No additional locks or bolts of any kind shall be placed upon any
of the doors or windows by Tenant, nor shall any changes be made in existing
locks or the mechanism thereof, without the prior written approval of Landlord
and unless and until a duplicate key is delivered to Landlord. Tenant shall,
upon the termination of its tenancy, restore to Landlord all keys of stores,
offices and toilet rooms, either furnished to, or otherwise procured by, Tenant,
and in the event of the loss of any keys so furnished, Tenant shall pay to
Landlord the cost thereof.

         13. Tenant shall not overload any floor. Tenant shall obtain Landlord's
consent before bringing any safes, freight, furniture, or bulky articles into
the Building and Landlord can specify to Tenant the location for the placement
of such articles. All removals, or the carrying in or out of any safes, freight,
furniture, or bulky matter of any description must take place during the hours
which Landlord or its agent may determine from time to time. Landlord reserves
the right to inspect all freight to be brought into the Building and to exclude
from the Building all freight which violates any of these Rules and Regulations
or the Lease of which these Rules and Regulations are a part.

         14. Tenant shall not occupy or permit any portion of the Premises to be
occupied, without Landlord's expressed prior written consent, as an office for a
public stenographer or typist, or for the possession, storage, manufacture or
sale of liquor, narcotics, dope, tobacco in any form, or as a barber or manicure
shop, or as a public employment bureau or agency, or for a public finance
(personal loan) business; provided, however, nothing in this sentence shall be
deemed to prohibit Tenant or its employees or business invitees from personal
use of tobacco. Tenant shall not engage or pay any employees on the Premises,
except those actually working for Tenant on said premises, nor advertise for
laborers giving an address at the Building. Tenant shall not keep or utilize any
juke box, billiard or pool table or other recreational device at or in the
Premises.

         15. Tenant agrees to employ such janitorial contractor as Landlord may
from time to time designate, for any waxing, polishing, and other maintenance
work of the Premises and of the Tenant's furniture, fixtures and equipment.
Tenant agrees that it shall not employ any other cleaning and

                                      -2-
<PAGE>   54
maintenance contractor, nor any individual, firm or organization for such
purpose without Landlord's prior written consent.

         16. Landlord shall have the right to prohibit any advertising by Tenant
which, in Landlord's opinion, tends to impair the reputation of the Building or
its desirability as a building for offices, and upon written notice from
Landlord, Tenant shall refrain from or discontinue such advertising.

         17. Landlord reserves the right to exclude from the Building between
the hours of 6:00 p.m. and 7:00 a.m. and at all hours on Sundays, legal holidays
and after 2:00 p.m. on Saturdays all persons who do not sign in and out on a
register in the lobby of the Building, showing the name of the person, the
Premises visited and the time of arrival and departure. All such persons
entering or leaving the Building during such times may be expected to be
questioned by the Building security personnel as to their business in the
Building. Landlord shall in no case be liable for damages for any error with
regard to the admission to or exclusion from the Building of any person. In the
case of invasion, mob, riot, public excitement or other circumstances rendering
such action advisable in the Landlord's opinion, Landlord reserves the right to
prevent access to the Building during the continuance of the same by such action
as Landlord may deem appropriate, including closing doors.

         18. The Premises shall not be used for lodging or sleeping or for any
immoral or illegal purpose or for any other activity not appropriate, in
Landlord's sole discretion, to an office building of the quality and stature of
the Building.

         19. The requirements of Tenant will be attended to only upon
application at the office of the Building. Building employees shall not perform
any work or do anything outside of their regular duties, unless under special
instructions from the office of Landlord.

         20. Canvassing, soliciting, and peddling in the Building are prohibited
and Tenant shall cooperate to prevent the same.

         21. There shall not be used in any space, or in the public halls of any
building, either by Tenant or by its jobbers or others, in the delivery or
receipt of merchandise, any hand trucks, except those equipped with rubber tires
and side guards. No hand trucks shall be used in passenger elevators.

         22. Tenant, in order to obtain maximum effectiveness of the cooling
system, shall lower and/or close the blinds or drapes when sun's rays fall
directly on windows of Premises. Tenant shall not remove the standard blinds
installed in the Premises.

         23. All paneling, rounds or other wood products not considered
furniture shall be of fire retardant materials. Before installation of any such
materials, certification of the materials' fire retardant characteristics shall
be submitted to Landlord or its agents, in a manner satisfactory to Landlord.

         24. Tenant shall not install any vending machines in the Building or
Premises without Landlord's consent.

         25. All articles and the arrangement style, color and general
appearance thereof, in the interior of the Premises that will be visible from
the exterior thereof, including, without limitation, window displays,
advertising matter, signs, merchandise, furniture, and store fixtures, shall be
subject to

                                      -3-
<PAGE>   55
Landlord's approval, and, in any case, shall be maintained in keeping with the
character and standards of the Building.

         26. Landlord may waive any one or more of these Rules and Regulations
for the benefit of any particular Tenant or Tenants, but no such waiver by
Landlord shall be construed as a waiver of such Rules and Regulations in favor
of any other Tenant or Tenants, nor prevent Landlord from thereafter enforcing
any such Rules and Regulations against any or all of the Tenants of the
Building.

         27. Tenant shall abide by no-smoking restrictions in all areas within
the Building, other than Tenant spaces, designated or posted by Landlord as
no-smoking areas.

         28. These Rules and Regulations are in addition to, and shall not be
construed to in any way modify or amend, in whole or part, the terms, covenants,
agreements and conditions of the main text (including Special Stipulations) of
the Lease, which text shall control in the instance of conflict.

         29. Landlord reserves the right to make such other and reasonable rules
and regulations as in its judgment may from time to time be needed for safety,
care and cleanliness of the Building, and for the preservation of good order
therein. Such other Rules and Regulations shall be effective upon written
notification of Tenant.



                                      -4-
<PAGE>   56
                                   EXHIBIT "E"

                              SPECIAL STIPULATIONS

         Special Stipulations to Office Lease, dated ___________, 2000 by and
between DEERFIELD HOLDINGS, L.P., a Georgia limited partnership, as "Landlord,"
and INTEGRATED INFORMATION SYSTEMS, INC., a Delaware corporation, as "Tenant."
In the event of any conflict between the terms and conditions of any of the
following Special Stipulations and the terms and conditions of the main text of
this Lease or of any of the other exhibits to this Lease, the terms and
conditions of these Special Stipulations shall control. In addition to any other
terms whose definitions are fixed and defined by these Special Stipulations, the
terms used herein with the initial letter capitalized shall have the same
meaning ascribed to them as set forth in the main text of this Lease or any of
the other Exhibits. No inference or implication shall result from or
interpretation be based upon the deletion or omission of words or material from
the form on which this Lease appears or from a draft of this Lease, the words or
material have been deleted or omitted being as though they were never in such
form or draft.

         1. Temporary Premises. As an accommodation to Tenant, Landlord agrees
to allow Tenant temporary use and occupancy of Suite 130 on the Lobby Level of
the Building containing approximately 6,514 square feet of Rentable Area
(hereinafter referred to as "Temporary Premises") from the date of this Lease
through and expiring May 31, 2000. The Temporary Premises shall be so provided
in its existing condition AS IS without requirement for improvement thereto by
Landlord, and Tenant will be responsible for the installation of carpet,
securing the space, distribution of necessary power and the installation of
necessary lighting. Tenant's occupancy of the Temporary Premises shall be free
from Base Rental and Additional Rental but shall otherwise be subject to and in
accordance with all of the terms and conditions of this Lease. In the event
Tenant does not take possession of the Premises, the lease of the Temporary
Premises shall terminate on May 31, 2000.

         2. Signage. Tenant shall have the non-exclusive right to have Tenant's
tradename installed by Landlord, at Tenant's expense, on the existing entryway
sign located at near the entryway to the Building, subject to the following
terms and conditions:

         (a) Tenant's sign shall be in the nature of an identification sign with
         the word "Integrated Information Systems, Inc." or other tradename used
         by Tenant or an affiliate of Tenant approved by Landlord in writing,
         and related corporate logo, all in the standard corporate logo style.
         Landlord reserves the right to review and approve the location, color,
         size, configuration, materials, workmanship and design of Tenant's
         identification sign.

         (b) Subject to satisfaction of the other provisions of this Special
         Stipulation, Landlord agrees to maintain such entryway sign at
         Landlord's expense (but such expense shall be deemed Operating Expenses
         for purposes of Sections 1.4 and 3.3 of the Lease).

         (c) The entryway sign may, at Landlord's option, include the names
         and/or logos of Landlord, the Building or other tenants in the Building
         from time to time.

         (d) No assignee or subtenant of Tenant shall succeed to Tenant's right
         to maintain its tradename on the entryway sign.

         (e) If Tenant and Tenant's affiliates collectively ever occupy less
         than 10,000 square feet of Rentable Area in the Building, then Landlord
         shall have the option, at its sole expense, to remove Tenant's
         tradename from the entryway sign. In any event, Tenant's rights under
         this Special Stipulation shall cease and terminate immediately upon the
         expiration or any earlier termination
<PAGE>   57
         of this Lease.

         (f) All design costs incurred with respect to Tenant's initial
         identification sign, if any, installed by or on behalf of Tenant
         pursuant to this Special Stipulation on the entryway sign shall be
         Tenant's expense. All such costs with respect to any replacement of
         such initial identification sign shall also be Tenant's obligation. All
         costs for which Tenant is responsible shall be paid by Tenant to
         Landlord, in full, within thirty (30) days of Tenant's receipt of an
         invoice from Landlord.

         3. Extension Option. Landlord grants to Tenant two (2) options to
extend the Lease Term upon and subject to the following terms and conditions:

         (a) The period of extension for the first option shall be five (5)
         years, commencing at 6:01 p.m. Atlanta, Georgia time on the date
         specified in the Lease Summary as the Expiration Date and ending at
         6:00 p.m. Atlanta, Georgia time on the fifth (5th) anniversary of the
         Expiration Date (such option being hereinafter referred to as the
         "First Extension Option" and its period hereinafter referred to as the
         "First Extension Period"), and the period of extension for the second
         option shall be five (5) years, commencing at 6:01 p.m. Atlanta,
         Georgia time on the last day of the First Extension Period and ending
         at 6:00 p.m. Atlanta, Georgia time on the tenth (10th) anniversary of
         the Expiration Date (such option being hereinafter referred to as the
         "Second Extension Option" and its period hereinafter referred to as the
         "Second Extension Period") (the First Extension Option and Second
         Extension Option are sometimes hereinafter referred to, collectively,
         as the "Extension Options" and, individually, as an "Extension Option";
         and the First Extension Period and Second Extension Period are
         sometimes hereinafter referred to, collectively, as the "Extension
         Periods" and, individually, as an "Extension Period").

         (b) Tenant must exercise the First Extension Option by written notice
         to Landlord given at least nine (9) months but not more than twelve
         (12) months before the Expiration Date (the "First Extension Notice").
         Tenant must exercise the Second Extension Option by written notice
         given at least nine (9) months but not more than twelve (12) months
         before the end of the First Extension Period (the "Second Extension
         Notice"). If Tenant fails to give timely notice of its exercise of the
         First Extension Option, both the First Extension Option and the Second
         Extension Option shall lapse unexercised. If Tenant fails to give
         timely notice of its exercise of the Second Extension Option, the
         Second Extension Option shall lapse unexercised.

         (c) Each Extension Option shall be applicable to the entire Premises,
         as it may have been expanded or contracted from time to time pursuant
         to the terms of this Lease.

         (d) The terms and conditions of this Lease, as it may have been amended
         from time to time, shall remain in full force and effect during each
         Extension Period, except that (i) annual Base Rental per square foot of
         Rentable Area of the Premises shall be adjusted at the commencement of
         the First Extension Period to the rate agreed upon between Landlord and
         Tenant as provided below; (ii) annual Base Rental per square foot of
         Rentable Area of the Premises shall be further adjusted at the
         commencement of the Second Extension Period to the rate agreed upon
         between Landlord and Tenant as provided below; and (iii) Tenant shall
         have one less Extension Option than it had prior to the commencement of
         each such Extension Period. Landlord and Tenant expressly acknowledge
         and agree, without limiting the generality of the foregoing, that
         Tenant shall not be entitled to any further Landlord's Allowance for
         Tenant Improvement Costs with respect to the Premises for any Extension
         Period.

                                      E-1
<PAGE>   58
         (e) If Tenant duly and timely delivers to Landlord the First Extension
         Notice or the Second Extension Notice (provided this Lease is in effect
         at such time) within the time periods designated in this Special
         Stipulation, then Landlord and Tenant shall negotiate in good faith the
         Base Rental for the Premises, and any expansions thereto, during the
         First Extension Period and Second Extension Period, respectively. If
         Landlord and Tenant have not executed a written amendment to this Lease
         setting forth the Base Rental for the Premises during the First
         Extension Period within thirty (30) days after Landlord's receipt of
         the First Extension Notice, then (i) the First Extension Notice shall
         be null and void and of no further force or effect, (ii) neither
         Landlord nor Tenant shall have any further duty to continue such
         negotiations nor any further liability to the other with respect to the
         negotiations pursuant to the First Extension Notice, and (iii) Tenant
         shall have no further rights to extend the term of this Lease beyond
         the original Expiration Date. If Landlord and Tenant have entered into
         a written amendment to this Lease for the First Extension Period but
         have not executed a written amendment to this Lease setting forth the
         Base Rental for the Premises during the Second Extension Period within
         thirty (30) days after Landlord's receipt of the Second Extension
         Notice, then (i) the Second Extension Notice shall be null and void and
         of no further force or effect, (ii) neither Landlord nor Tenant shall
         have any further duty to continue such negotiations nor any further
         liability to the other with respect to the negotiations pursuant to the
         Second Extension Notice, and (iii) Tenant shall have no further rights
         to extend the term of this Lease beyond the First Extension Period. If
         Landlord and Tenant reach agreement on the Base Rental rate for the
         applicable Extension Period, Landlord and Tenant agree to enter into an
         amendment to this Lease to document the exercise of the subject
         Extension Option within ten (10) days after reaching such agreement.

         (f) Notwithstanding anything in this Special Stipulation to the
         contrary, Tenant shall have no right to exercise either of the
         Extension Options under this Special Stipulation, nor shall Landlord
         have any obligation to enter into a lease for either of the Extension
         Periods with Tenant, at any time during which either (i) a Default
         exists with respect to Tenant under this Lease, or (ii) this Lease is
         not in full force and effect, or (iii) Tenant has assigned this Lease
         or has entered into a sublease with respect to all or any portion of
         the Premises.


         4. Letter of Credit. In consideration of Landlord entering into this
Lease and other financial investments and concessions made by Landlord pursuant
to this Lease, Tenant hereby agrees as follows:

         (a) Within five (5) days after the date of this Lease, Tenant shall
         deliver to Landlord, as additional security for the obligations of
         Tenant under the Lease, an unconditional, assignable and irrevocable
         letter of credit issued by an Atlanta, Georgia bank reasonably
         acceptable to Landlord ("Issuer"), in favor of Landlord, in the amount
         of ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($150,000.00) (a
         "Letter of Credit") in form and substance reasonably satisfactory to
         Landlord. The term of the original Letter of Credit required under this
         Special Stipulation shall commence as of or prior to the date of
         delivery to Landlord and shall expire no earlier than April 1, 2000.
         The expiration date of the Letter of Credit shall be clearly stated on
         its face by month, day and year. The Letter of Credit shall be payable
         by sight draft in the office of Issuer, or any of Issuer's
         correspondent banks wherever located, when accompanied by either (i) a
         statement signed by an authorized representative of Landlord certifying
         that Tenant is in default under this Lease, and that Landlord has the
         right to receive the amount of the requested draw pursuant to the
         provisions of this Special Stipulation, or (ii) a statement signed by
         Landlord that Tenant has filed a petition in bankruptcy or that an
         involuntary petition in bankruptcy has been filed against Tenant. The



                                      E-2
<PAGE>   59
         Letter of Credit shall permit partial and multiple draws up to the full
         amount thereof and shall be unconditional.

         (b) The Letter of Credit shall be replaced annually during each
         calendar year of the Term with a new letter of credit issued by the
         Issuer obtained by Tenant at Tenant's cost and delivered to Landlord on
         or before the date which is thirty (30) days prior to the date on which
         it would otherwise expire, with each such replacement (a "Renewal
         Letter of Credit"; each "Renewal Letter of Credit" shall also be deemed
         a "Letter of Credit" for purposes of this Special Stipulation) to be
         effective for an additional period commencing immediately upon the
         expiration of the Letter of Credit which it is replacing and expiring
         on the next succeeding April 1. Except for the term thereof, each
         Renewal Letter of Credit shall be identical in form and content to the
         original Letter of Credit. If the original Letter of Credit provides by
         its terms for automatic renewal absent notice to the contrary to
         Landlord from the Issuer, then at least thirty (30) days prior to the
         date such Letter of Credit would have expired in the absence of such
         renewal, Tenant shall provide Landlord with written notice to Landlord
         from the Issuer, confirming such renewal. If Tenant fails to deliver
         the notice called for in the immediately preceding sentence or any
         Renewal Letter of Credit to Landlord on or before the deadline for such
         delivery, then a Default shall be deemed to have occurred with respect
         to Tenant under this Lease, without the benefit of any further notice
         or right to cure (notwithstanding anything in Section 8.1 to the
         contrary), and Landlord shall be entitled to draw immediately the full
         amount of the Letter of Credit, without notice to Tenant, and otherwise
         to exercise any one or more of its rights and remedies under this Lease
         or otherwise available at law or in equity as a result of such Default.

         (c) If a Default has occurred with respect to Tenant, Landlord may draw
         upon any Letter of Credit on one or more occasions. Thereafter,
         Landlord shall be entitled to use, apply and retain the proceeds of
         such draw or draws on a Letter of Credit for the payment of any one or
         more of the following: (i) any Base Rental, Additional Rental or other
         sums of money that Tenant may not have paid when due, (ii)
         reimbursement to Landlord of any sum expended or advanced by Landlord
         to Tenant or on Tenant's behalf in accordance with the provisions of
         this Lease, including, without limitation, Landlord's Allowance for
         Tenant Improvement Costs and brokerage commissions, and (iii)
         reimbursement to Landlord of any sum which Landlord may expend or be
         required to expend by reason of such Default, including, without
         limitation, any damage or deficiency incurred by Landlord as a result
         of the reletting of the Premises (as provided in this Lease). The use,
         application or retention of the proceeds of such draw or draws on the
         Letter of Credit, or any portion thereof, by Landlord shall not prevent
         Landlord from making any further draws upon any Letter of Credit or
         from exercising any other right or remedy available to Landlord under
         the Lease or applicable law (it being intended that Landlord shall not
         first be required to proceed to draw upon any Letter of Credit) and
         shall not operate as a limitation on any recovery to which Landlord may
         otherwise be entitled, provided that if the proceeds of the Letter of
         Credit are applied by Landlord as provided above, the amount of the
         proceeds so applied shall reduce the damages otherwise recoverable by
         Landlord on account of any such Default with respect to Tenant.

         (d) Tenant waives any right to require that resort be had to any
         security deposit or any commitment deposit or credit on any books of
         Landlord in favor of Tenant or any other person, or that Landlord
         pursue any other remedy or remedies, prior to Landlord's pursuing any
         draw under any Letter of Credit. In the event of a Default under this
         Lease, Landlord shall have the right to enforce its rights, powers and
         remedies hereunder or under any other instrument now or hereafter
         evidencing, securing or otherwise relating to the transactions
         contemplated by the Lease, or with respect to the Letter of Credit, in
         any order and on one or more occasions, and all rights, powers and
         remedies available to Landlord in such event shall


                                      E-3
<PAGE>   60
         be non-exclusive and cumulative of all other rights, powers and
         remedies provided thereunder or hereunder or by law or in equity, and
         no exercise by Landlord of any such rights, powers or remedies shall
         constitute an election of remedies by Landlord or shall preclude the
         subsequent exercise by Landlord of any of the other rights, powers and
         remedies available to Landlord. For avoidance of doubt, Landlord's
         right to draw upon any Letter of Credit shall survive any termination
         of this Lease.

         (e) If Landlord makes any draw upon any Letter or Credit, Tenant shall
         restore the Letter of Credit to the original amount thereof within five
         (5) days after Tenant receives notice of such draw. Any failure by
         Tenant to do so by such deadline shall constitute a Default by Tenant
         under this Lease, without the necessity of any notice from Landlord and
         without any grace on cure rights (notwithstanding anything in Section
         8.1 to the contrary).

         (f) If Landlord draws upon the Letter of Credit, the proceeds thereof
         shall be the exclusive property of Landlord, and Tenant shall have no
         interest whatsoever therein, but such proceeds shall be applied in
         reduction of Tenant's obligations under this Lease and payment of
         Landlord's damages, if any, as a result of Tenant's Default hereunder;
         and if any proceeds of the Letter of Credit remain after all of
         Tenant's obligations under this Lease and all of Landlord's damages
         have been paid in full, such residual proceeds shall be promptly
         refunded to Tenant, which obligation to refund shall survive any
         termination of this Lease.

         (g) Tenant acknowledges that Landlord has the right to transfer or
         mortgage its interest in the Premises and in this Lease, and Tenant
         agrees that in the event of any such transfer or mortgage, Landlord
         shall have the right to transfer or assign its rights with respect to
         the Letter of Credit subject to Landlord's obligations with respect to
         the same. Upon written acknowledgment of such transferee's or
         mortgagee's acceptance of such rights and assumption of Landlord's
         obligations with respect to any Letter of Credit, Tenant shall look
         solely to such transferee or mortgagee with respect to any Letter of
         Credit, and Landlord shall thereby be released by Tenant from all
         liability or obligation with respect to any Letter of Credit, or the
         proceeds thereof.

         (h) If Tenant fails to deliver the original Letter of Credit to
         Landlord on or before the fifth (5th) day after the date of this Lease,
         then a Default shall be deemed to have occurred with respect to Tenant
         under this Lease, without the benefit of any further notice or right to
         cure (notwithstanding anything in Section 8.1 to the contrary) and
         Landlord shall be entitled to terminate this Lease at any time after
         the aforesaid Letter of Credit delivery deadline, by written notice to
         Tenant, and otherwise to exercise any one or more of its rights and
         remedies under this Lease or otherwise available at law or in equity as
         a result of such Default.

         (i) The maximum amount of the Letter of Credit on which Landlord will
         be entitled to draw shall be reduced monthly, with each timely payment
         by Tenant of a full monthly installment of Base Rental under this
         Lease, by the amount which the principal of a loan equal to the
         original face amount of the Letter of Credit ($150,000.00) funded in
         full on the Commencement Date would be amortized and repaid, as of the
         date of each such monthly installment, together with accrued but unpaid
         interest at the rate of ten percent (10%) per annum, in sixty (60)
         equal monthly installments of principal and interest in the amount of
         $3,160.72, assuming timely installment payments of principal and
         interest but without prepayment, commencing on the first day of the
         first calendar month beginning on or after the Commencement Date and
         continuing on the first day of each of the succeeding fifty-nine (59)
         calendar months.

         5. Supplemental Tenant Improvement Allowance. Upon request from Tenant
prior


                                      E-4
<PAGE>   61
to the commencement of the Lease Term, and provided no Default has occurred,
Landlord shall provide Tenant with a supplemental tenant improvement allowance
(hereinafter referred to as the "Supplemental Tenant Improvement Allowance") in
an amount up to SEVEN AND NO/100 DOLLARS ($7.00) per square foot of Rentable
Area of the Premises. The Supplemental Tenant Improvement Allowance shall be
advanced by Landlord to pay actual Tenant Improvement Costs in the same manner,
and subject to the same conditions, as provided for the payment or application
of the Landlord's Allowance for Tenant Improvement Costs in the Tenant
Improvement Agreement. Landlord shall advance such Supplemental Tenant
Improvement Allowance (or such amount thereof so requested) within thirty (30)
days after receipt of Tenant's request therefor; any amount not so requested
prior to the commencement of the Lease Term shall be retained by Landlord.
Notwithstanding the foregoing, Landlord may, at its option (without obligation),
advance all or a portion of the Supplemental Tenant Improvement Allowance to pay
any amounts that are Tenant's obligation under the Tenant Improvement Agreement.
If Tenant requests and receives, or Landlord otherwise advances, all or any
portion of the Supplemental Tenant Improvement Allowance, monthly installments
of Base Rental payable pursuant to Section 3.1 of this Lease shall be increased
by Twenty-One and 54/100 Dollars ($21.54) for each $1,000 of the Supplemental
tenant Improvement Allowance advanced (or a proportionate amount of such Base
Rental increase for each proportionate amount of 1,000 of the Supplemental
Tenant Improvement Allowance advanced), commencing on the Commencement Date and
on the first day of each of the succeeding fifty-nine (59) calendar months. Upon
request of either party, Landlord and Tenant agree to enter into an amendment
and restatement of this Lease to reflect such increase in Base Rental hereunder
and the increase in Landlord's Allowance for Tenant Improvement Costs as a
result of the funding of all or a portion of the Supplemental Tenant Improvement
Allowance.

         6. Right of First Refusal. Landlord hereby grants Tenant a right of
first refusal (the "First Refusal Right") to lease additional space in
accordance with the following:

         (a) The space that is subject to such First Refusal Right shall be
         space located on the Lobby level of the Building consisting of
         approximately 5,268 square feet of Usable Area (6,098 square feet of
         Rentable Area) and more particularly depicted on Attachment "A-1"
         hereto (the "First Refusal Space").

         (b) Except as otherwise provided in this Special Stipulation, if
         Landlord makes or receives a bona fide written proposal to lease any
         portion of the First Refusal Space to or from any prospective tenant,
         Landlord shall notify Tenant in writing (such notice being hereafter
         called the "Offer Notice") prior to entering into a Lease with respect
         to all or any portion of such space. Such Offer Notice shall
         specifically describe the portion of the First Refusal Space being
         offered, as well as the date of its prospective availability. The Offer
         Notice shall also constitute an offer by Landlord to lease the space
         described in the Offer Notice to Tenant in accordance with the terms of
         this Special Stipulation. Tenant shall have seven (7) business days
         after its receipt of such Offer Notice to accept such offer pursuant to
         this First Refusal Right and to lease all of such portion of the First
         Refusal Space described in the Offer Notice from Landlord in accordance
         with the terms of this Special Stipulation.

         (c) Acceptance by Tenant of the offer set forth in the Offer Notice
         shall be deemed effective only if such acceptance is given to Landlord
         in a written notice of acceptance (the "Acceptance Notice")
         specifically referring to the Offer Notice to which it relates,
         received by Landlord within the seven (7) business day period
         prescribed above for such acceptance. To be effective, such Acceptance
         Notice must accept the offer set forth in the subject Offer Notice with
         respect to all of the portion of the First Refusal Space described in
         such Offer Notice.

         (d) If Tenant duly and timely delivers to Landlord its Acceptance
         Notice within such


                                      E-5
<PAGE>   62
         seven (7) business day period in accordance with this Special
         Stipulation, then Landlord and Tenant, within thirty (30) days of
         Landlord's receipt of such Acceptance Notice, shall execute a written
         amendment to the Lease setting forth the terms and conditions of the
         lease of such portion of the First Refusal Space described in the Offer
         Notice. If Tenant does not duly and timely deliver to Landlord its
         Acceptance Notice within such seven (7) business day period in
         accordance with this Special Stipulation, then Tenant shall be deemed
         to have elected not to accept Landlord's offer set forth in the subject
         Offer Notice.

         (e) If Tenant exercises this First Refusal Right by duly and timely
         delivering its Acceptance Notice to Landlord, Landlord shall deliver
         each portion of the First Refusal Space to be leased by Tenant "as-is"
         and available for installation of Tenant Improvements within thirty
         (30) days after the date Landlord receives the Acceptance Notice.
         Tenant Improvements shall be designed and installed in accordance with
         the same procedures and conditions set forth in Exhibit "C" to this
         Lease, except that Landlord's Allowance for Tenant Improvement Costs
         per square foot of Rentable Area of the portion of the First Refusal
         Space to be leased by Tenant for both the design and the construction
         of tenant improvements to such space (it being acknowledged that there
         shall be no separate design allowance) shall be equal to the product of
         (x) $21.00 per square foot of Rentable Area of such portion of the
         First Refusal Space, times (y) a fraction, the numerator of which is
         the number of full calendar months, plus the fraction of any partial
         calendar months, remaining in the Lease Term, measured from the rent
         commencement date of the lease of such portion of the First Refusal
         Space leased by Tenant, and the denominator of which is 60.

         (f) Base Rental, Additional Rental and all other sums and charges
         imposed by the Lease shall commence to accrue with respect to each
         portion of the First Refusal Space to be leased by Tenant on the
         earlier of (i) the date which is ninety (90) days after the date of
         Tenant's Acceptance Notice, or (ii) the date on which Tenant occupies
         such space for the purpose of conducting business therefrom.

         (g) Subject to the other terms of this Special Stipulation, the portion
         of the First Refusal Space leased by Tenant pursuant to an Acceptance
         Notice shall become part of the Premises and shall be leased to Tenant
         pursuant to the terms and conditions of this Lease (including, without
         limitation, the same Base Rental rate per square foot of Rentable Area)
         as then and thereafter in effect from time to time with respect to the
         Premises, subject to revisions to such terms and conditions to conform
         such lease of the subject portion of the First Refusal Space to the
         specific terms of this Special Stipulation. Tenant's Percentage Share
         shall be increased to reflect the lease of the subject portion of the
         First Refusal Area, effective as of the rent commencement date for such
         space, all in accordance with Section 1.3 of this Lease.

         (h) If Tenant does not duly and timely deliver to Landlord its
         Acceptance Notice within the aforesaid seven (7) business day period in
         accordance with subparagraph (b) above, then Landlord shall be free to
         enter into any lease with any prospective tenant with respect to all or
         any part of that portion of the First Refusal Space that was the
         subject of such Offer Notice, plus additional space leased in
         conjunction therewith (including, without limitation, additional
         portions of the First Refusal Space, provided such additional portions
         of the First Refusal Space do not contain more than thirty percent
         (30%) of the square feet of Usable Area of the portion of the First
         Refusal Space that was offered to Tenant pursuant to the Offer Notice),
         all on such terms and conditions as Landlord, in its sole discretion,
         shall determine to be in Landlord's best interest. Tenant's rights
         under this Special Stipulation shall be subject and subordinate to the
         rights and options of the third party tenant under such lease,
         including, without limitation, any expansion, extension or renewal
         options,


                                      E-6
<PAGE>   63

         rights of negotiation, or rights of refusal set forth therein. Upon
         Landlord's execution of any such lease with a third party, Tenant's
         rights under this Special Stipulation with respect to the space leased
         shall terminate.

         (i) Notwithstanding anything in this Special Stipulation to the
         contrary, Tenant shall have no right to exercise the Right of First
         Refusal under this Special Stipulation, nor shall Landlord have any
         obligation to enter into a lease for any portion of the First Refusal
         Space with Tenant, at any time during which either (i) a Default exists
         with respect to Tenant under this Lease, or (ii) this Lease is not in
         full force and effect, or (iii) Tenant has assigned this Lease or has
         entered into a sublease with respect to all or any portion of the
         Premises.

         7. Additional Right to Lease. Landlord grants Tenant a right to lease
additional space in a building not existing on the date of this Lease to be
known as 200 Deerfield Point (the "200 Building") (the "Additional Lease Right")
in accordance with the following:

         (a) The space that is subject to such First Refusal Right shall be
         space located on the Lobby level of the 200 Building consisting of
         approximately 10,000 square feet of Rentable Area and more particularly
         depicted on Attachment "A-2" hereto (the "200 Building First Refusal
         Space"). Tenant acknowledges that the floor plate for the 200 Building
         is schematic only and that Landlord shall have the right to redesign
         such floor plate and designate substantially equivalent space as the
         200 Building First Refusal Space in terms of size and location after
         such redesign.

         (b) Except as otherwise provided in this Special Stipulation, if
         Landlord makes or receives a bona fide written proposal to lease any
         portion of the 200 Building First Refusal Space to or from any
         prospective tenant, Landlord shall notify Tenant in writing (such
         notice being hereafter called the "Offer Notice") prior to entering
         into a lease with respect to all or any portion of such space. Such
         Offer Notice shall specifically describe the portion of the 200
         Building First Refusal Space being offered, as well as the date of its
         prospective availability. The Offer Notice shall also constitute an
         offer by Landlord to lease the space described in the Offer Notice to
         Tenant in accordance with the terms of this Special Stipulation. Tenant
         shall have seven (7) business days after its receipt of such Offer
         Notice to accept such offer pursuant to this Additional Lease Right and
         to lease all of such portion of the 200 Building First Refusal Space
         described in the Offer Notice from Landlord in accordance with the
         terms of this Special Stipulation.

         (c) Acceptance by Tenant of the offer set forth in the Landlord's
         Response Notice shall be deemed effective only if such acceptance is
         given to Landlord in a written notice of acceptance (the "Acceptance
         Notice") specifically referring to the Landlord's Offer Notice to which
         it relates, received by Landlord within the seven (7) business day
         period prescribed above for such acceptance. To be effective, such
         Acceptance Notice must accept the offer set forth in the subject Offer
         Notice with respect to all of the portion of the 200 Building First
         Refusal Space described in such Offer Notice, if such portion of the
         200 Building First Refusal Space has 5,000 square feet or less of
         Rentable Area, or all or a portion of the subject portion of the 200
         Building First Refusal Space, if the space so offered has more than
         5,000 square feet of Rentable Area; provided, however any portion of
         the 200 Building First Refusal Space not leased by Tenant must be of a
         shape, size and location which Landlord, in Landlord's reasonable
         discretion, considers reasonably marketable.

         (d) If Tenant duly and timely delivers to Landlord its Acceptance
         Notice within such seven (7) business day period in accordance with
         this Special Stipulation, then Landlord and Tenant shall negotiate in
         good faith the terms and conditions of an amendment to lease

                                      E-7
<PAGE>   64
         with respect to the subject portion of the 200 Building First Refusal
         Space. If Landlord and Tenant have not executed a written amendment to
         lease for the subject portion of the 200 Building First Refusal Space
         within thirty (30) days after Landlord's receipt of the Acceptance
         Notice, then (i) Landlord's Offer Notice and the Acceptance Notice
         shall all be null and void and of no further force or effect, and (ii)
         neither Landlord nor Tenant shall have any further duty to continue
         such negotiations nor any further liability to the other with respect
         to the negotiations pursuant to the Acceptance Notice. Thereafter,
         Landlord shall be free to enter into any lease with any prospective
         tenant with respect to all or any part of that portion of the 200
         Building First Refusal Space that was the subject of such Offer Notice,
         plus additional space leased in conjunction therewith (including,
         without limitation, additional portions of the 200 Building First
         Refusal Space, provided such additional portions of the 200 Building
         First Refusal Space do not contain more than thirty percent (30%) of
         the square feet of Usable Area of the portion of the 200 Building First
         Refusal Space that was offered to Tenant pursuant to the Offer Notice),
         all on such terms and conditions as Landlord, in its sole discretion,
         shall determine to be in Landlord's best interest. Tenant's rights
         under this Special Stipulation shall be subject and subordinate to the
         rights and options of the third party tenant under such lease,
         including, without limitation, any expansion, extension or renewal
         options, rights of negotiation, or rights of refusal set forth therein.
         Notwithstanding the foregoing, if Landlord has not entered into a lease
         with respect to all of the subject portion of the 200 Building First
         Refusal Space within two hundred ten (210) days after the date of
         Landlord's Offer Notice, then Tenant's rights with respect to the
         portion of the 200 Building First Refusal Space not leased shall be
         reactivated.

         (e) Tenant acknowledges that Landlord shall have no obligation to
         construct the 200 Building.

         (f) Notwithstanding anything in this Special Stipulation to the
         contrary, Tenant shall have no right to exercise the Additional Lease
         Right under this Special Stipulation, nor shall Landlord have any
         obligation to offer any space to Tenant or enter into a lease for any
         Additional Lease Space with Tenant pursuant hereto, at any time during
         which either (i) a Default exists with respect to Tenant under this
         Lease, or (ii) this Lease is not in full force and effect, or (iii)
         Tenant has assigned this Lease or has entered into a sublease with
         respect to all or any portion of the Premises.

8. Right of Tenant to Install Telecommunications Cable. If, at any time during
the term of this Lease, Tenant leases space in the 200 Building by delivering
to Landlord a fully executed lease or amendment to this Lease, then Tenant,
after delivering at least fifteen (15) days prior written notice to Landlord,
shall have the right, at Landlord's sole option, either: (i) to install
telecommunications cable in the underground conduit that Landlord may have
elected to construct  between the 100 Building and the 200 Building ("Landlord's
Conduit"), provided that Landlord shall not be obligated to construct the
Landlord's Conduit, or (ii) if Landlord has not constructed Landlord's Conduit
or Landlord does not permit Tenant's utilization of the Landlord's Conduit, to
construct, at Tenant's sole cost and expense utilizing contractors reasonably
approved by Landlord, one (1) underground conduit in a location approved by
Landlord, in Landlord's sole discretion, linking the telecommunications system
of the Premises to the premises leased by Tenant in the 200 Building ("Tenant's
Conduit"). As a condition precedent to Tenant's right to construct the Tenant's
Conduit, Tenant shall deliver the plans and specifications for the Tenant's
Conduit to Landlord, for Landlord's approval, prior to the commencement of
construction. Tenant's utilization of the Landlord's Conduit or construction
and utilization of the Tenant's Conduit shall in no event be permitted to
interfere with the use or operation of the 100 Building or the 200 Building by
Landlord or Landlord's tenants or impair the structural integrity, systems or
amenities of either of such buildings. Upon the expiration or early termination
of this Lease or the
                                      E-8
<PAGE>   65
         instrument pursuant to which Tenant has leased space in the 200
         Building, Tenant shall (i) remove Tenant's telecommunications cables
         from Landlord's Conduit or (ii) remove Tenant's Conduit, as the case
         may be, in accordance with the terms and conditions for the removal of
         Tenant's property set forth in Section 2.3 of this Lease and shall
         return the property to the condition existing prior to the installation
         of the Tenant's Conduit. If Tenant does not remove its
         telecommunications cable or the Tenant's Conduit in accordance with the
         immediately preceding sentence, then Landlord may (i) remove Tenant's
         telecommunications cables from Landlord's Conduit or (ii) remove
         Tenant's Conduit, as the case may be, and Tenant shall, immediately
         upon demand, reimburse Landlord for the cost of such removal plus the
         cost of restoring Landlord's property, the 100 Building or the 200
         Building to their respective conditions prior to Tenant's use thereof.
         Tenant shall not assign, license or sublet its interest in either the
         Landlord's Conduit or Tenant's Conduit, as the case may be, such
         conduit being for the exclusive use and benefit of Tenant. Tenant shall
         not pay any fees in addition to Base Rent for the use of Landlord's
         Conduit or Tenant's Conduit.

                                      E-9