EXHIBIT 10.11

                             OFFICE LEASE AGREEMENT

                                     Between


                          1745 NORTH BROWN ROAD, L.L.C.
                       A GEORGIA LIMITED LIABILITY COMPANY

                                  ("Landlord")


                                       and



                           KMC TELECOM HOLDINGS, INC.,
                             A DELAWARE CORPORATION

                               KMC TELECOM, INC.,
                             A DELAWARE CORPORATION,

                              KMC TELECOM II, INC.,
                             A DELAWARE CORPORATION,

                             KMC TELECOM III, INC.,
                             A DELAWARE CORPORATION,

                        (JOINTLY AND SEVERALLY "TENANT")


                                Date: 2/29, 2000



<PAGE>



                                  OFFICE LEASE

         THIS LEASE is made this 29 day of February,  2000,  by and between 1745
NORTH BROWN ROAD, LLC, a Georgia limited liability company ("Landlord"), and KMC
TELECOM HOLDINGS,  INC., a Delaware corporation,  KMC TELECOM,  INC., a Delaware
corporation,  KMC TELECOM II,  INC.,  a Delaware  corporation,  KMC TELECOM III,
INC., a Delaware  corporation,  (jointly and severally  "Tenant") (Each time the
word  "Tenant' is used,  it means one, all or any  combination  of the foregoing
entities).

ARTICLE 1 - LEASE OF PREMISES

SECTION 1.01.     BASIC LEASE PROVISIONS AND DEFINITIONS.

A.       Landlord  hereby  leases to  Tenant,  and  Tenant  hereby  leases  from
         Landlord,  Suite 400;  Floor:  Fourth  (hereinafter  referred to as the
         "Leased  Premises"),  in the office  building known as 1745 North Brown
         Road,   Lawrenceville,   Georgia,   (hereinafter  referred  to  as  the
         "Building"),  located  in  Huntcrest  (the  "Park" or  "Project").  The
         Property  upon  which the  Building  is  located  is more  particularly
         described on Exhibit "A" attached  hereto and by this  reference made a
         part hereof (hereinafter referred to as the "Property").

B.       Rentable Area: approximately 26,924 rentable square feet;

         Landlord  has used BOMA  standards,  in  determining  the  useable  and
         rentable  areas of the  Building.  The  useable  square  footage of the
         Leased  Premises  has been  measured  to be  24,411  square  feet.  The
         rentable  square  footage has been  calculated  to be 26,924  using the
         add-on  factor of  10.2955%.  Tenant shall have the right to verify the
         useable  area  at any  time  following  substantial  completion  of the
         Building shell and until 30 days prior to the Commencement Date. Should
         Tenant and Landlord determine that the actual useable square footage is
         not 24,411, then the actual useable square footage shall be revised and
         the rentable square footage shall be revised using the add-on factor of
         10.2955%.

         Should  Landlord and Tenant not agree on the actual  measurement of the
         useable  square  footage,   then  a  mutually  acceptable  third  party
         architectural firm shall be selected to re-calculate the useable square
         footage at Tenant's  expense.  This useable square footage  measurement
         shall be accepted by both parties and the rentable square footage shall
         be revised using the 10.2955% add-on factor.

C.       Tenant's  Building Expense  Percentage:  25.96% (subject to change when
         the final Rentable Area is determined);

<TABLE>
<CAPTION>
<S>       <C>                           <C>            <C>                       <C>
D.       Minimum Annual Rent:         Years 1 - 3              $359,435.40* ($13.35 RSF)
                                      Years 4 - 7              $395,782.80* ($14.70 RSF)
                                      Years 8 - Expiration     $455,592.20* ($16.55 RSF)

E.       Monthly Rental Installments: Months  1 - 36           $ 29,952.95*
                                      Months 37 - 84           $ 32,981.90*
                                      Months 85 - Expiration   $ 37,132.68*
</TABLE>



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<PAGE>

         *        The Minimum  Annual Rent and Monthly Rental  Installments  set
                  forth above are based on the  projected  Rentable  Area of the
                  Leased Premises of 26,924 rentable square feet. If, based upon
                  the measurement  procedure set forth above, the final Rentable
                  Area of the Leased  Premises is different than 26,924 rentable
                  square  feet,  the  Minimum  Annual  Rent and  Monthly  Rental
                  Installments set forth  hereinabove  shall be revised based on
                  the per  rentable  square foot rates set forth in  parentheses
                  beside the Minimum Annual Rent amounts above.

F.       Term: Approximately Ten (10) years;

G.       Target Commencement Date: March 15, 2001

H.       Security  Deposit:  $807,720.00  Letter  of  Credit  subject  to future
         increases  or  decreases  as set  forth  in  the  Lease  (based  on the
         projected  Rentable Area of 26,924 square feet-- the required amount is
         $30.00 per square foot of Rentable Area and is,  therefore,  subject to
         change when the final  Rentable  Area is  determined)  Letter of Credit
         subject to future increases or decreases as set forth in the lease;

I.       Broker(s):  The Quin Group,  Inc. is acting as Agent for Tenant in this
         transaction  and shall be paid a commission by Landlord  under separate
         agreement.  Duke Realty  Services  Limited  Partnership and Hodges Real
         Estate  Services,  L.L.C.  jointly are acting as Agent for  Landlord in
         this  transaction  and shall be paid a commission  by Landlord  under a
         separate agreement.

J.       Permitted Use: General office  purposes;  and all other lawful purposes
         reasonably  ancillary thereto including,  without limitation,  computer
         rooms, kitchens,  dining facilities,  breakrooms,  mailrooms,  exercise
         facilities and showers.

K.       Address for payments and notices as follows:

         Landlord:          1755 North Brown Road, LLC
                            c/o Duke-Weeks Realty Limited Partnership
                            4497 Park Drive
                            Norcross, GA 30093
                            Attn: Elizabeth C. Belden, Esq.

         With copy to:      1755 North Brown Road, L.L.C.
                            c/o M.D. Hodges Enterprises
                            2410 Paces Ferry Road, Suite 200
                            Atlanta, GA 30339

         With Rental
         Payments to:       Duke-Weeks Realty Limited Partnership
                            P.0. Box 945703
                            Atlanta, GA 30394-5703




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<PAGE>






         Tenant:            KMC Telecom Holdings, Inc.
                            Leased Premises
                            Attn: Ron Smith

          With a Copy to:    KMC Telecom Holdings, Inc.
                             1545 Route 206, Suite 300
                             Bedminster, New Jersey 07921
                             Attn:   James D. Grenfell, Executive Vice President

L.       Guarantor(s): N/A;

M.       Landlord's Share of Operating Expenses: $0.00

N.       Protective Covenants:  Huntcrest Protective Covenants, recorded in Deed
         Book  18655,  page 107 in the  Office of the Clerk of  Superior  Court,
         Gwinnett County, Georgia,

SECTION 1.02.     LEASE OF PREMISES.

Landlord  hereby leases to Tenant and Tenant  hereby leases from Landlord  under
the terms and  conditions  herein the  Leased  Premises,  together  with all the
appurtenant rights described in Section l.0lA above.

ARTICLE 2 - TERM AND POSSESSION

SECTION 2.01.     TERM.

The term of this Lease  shall be the period of time  specified  in ITEM F of the
BASIC LEASE PROVISIONS ("Lease Term") and shall commence on the later of (i) the
date Substantial Completion (as defined in Paragraph 2.02.B below) of the Leased
Premises has been achieved and the Tenant  Improvement  Certificate of Occupancy
is received for the Leased Premises, or (ii) the date Substantial Completion (as
defined in  paragraph  2.02.A  below) of the entire  Building,  parking area and
driveways has been achieved.  Provided, however, that if Tenant takes possession
of and occupies the Leased Premises for the conduct of business, the Term of the
Lease shall be deemed to have commenced,  notwithstanding the other requirements
contained herein. The date of commencement as defined above,  hereinafter called
the  "Commencement  Date,"  the  "Expiration  Date" and the  finally  determined
Rentable Area of the Leased Premises shall be confirmed by Tenant in a Letter of
Understanding  in  the  form  attached  as  EXHIBIT  D  acknowledging   (i)  the
Commencement  Date of this Lease,  and (ii) that Tenant has  accepted the Leased
Premises. If Tenant takes possession of and occupies the Leased Premises, Tenant
shall be deemed to have  accepted the Leased  Premises and that the condition of
the  Leased  Premises  and the  Building  was at the  time  satisfactory  and in
conformity with the provisions of this Lease in all respects,  except for latent
defects.  However,  Landlord  shall  not be  responsible  for any  delays in the
Commencement  Date as a result of  Tenant  Delays  (as  defined  below)  and the
Commencement Date for the purpose of the date on which payment of rent commences
shall be the date Substantial  Completion of the Leased  Premises,  Building and
other  areas  described  above would have been  achieved  except for such Tenant


                                       3
<PAGE>

Delays. The term "Tenant Delays" shall mean actual delays in construction caused
by (i)  Tenant's  failure  to  deliver  Premises  Plans  (as  defined  below) in
accordance  with the  schedule  described in Section  2.02B  below;  (ii) delays
resulting  from change  orders to the Premises  Plans  requested by Tenant after
final approval of the Premises Plan; and (iii) any other delays  directly caused
by the interference, acts or omissions by Tenant or its agents or employees with
the prosecution of the construction of the Building or Leased Premises.

SECTION 2.02.     CONSTRUCTION OF IMPROVEMENTS AND POSSESSION.

         A. Landlord shall cause the Building to be constructed generally on the
         site shown on Exhibit E-1  substantially  in accordance  with the Plans
         identified  on Exhibit  "E" (which are plans for an  adjacent  building
         located  at  1755  North  Brown  Road),  attached  hereto  and by  this
         reference incorporated herein and made a part hereof, as such plans and
         specifications may be revised, changed and amended from time to time by
         Landlord in its sole discretion (the "Building Plans"; all improvements
         to be constructed  substantially  in accordance with the Building Plans
         are herein called the "Building Improvements"); provided, however, that
         Landlord may not revise, change or amend the Building Plans if any such
         revision, change or amendment would materially and adversely affect the
         Leased Premises,  or materially and adversely lessen the quality of the
         Building,  unless  Tenant has  approved  any such  revision,  change or
         amendment.  Further,  Landlord acknowledges and agrees that no material
         changes may be made to the  Building  Plans with  respect to any of the
         following  items  without  Tenant's  prior  approval:  (i) the exterior
         design of the Building;  (ii) the exterior skin of the Building;  (iii)
         the size of the Building,  including the size of any floor plate;  (iv)
         the level or  quality of any of the  services  to be  delivered  to the
         Building and Leased Premises; (v) the location of the parking area, the
         total  number  of  parking  spaces  provided  therein  and the means of
         ingress  and  egress to the  parking  area and (vi) the  overall  size,
         design and level of finishes  (including  type of finishes) in the main
         lobby of the Building.  The cost of the Building  Improvements shall be
         paid solely by  Landlord  and shall not be included as part or paid out
         of  the  Allowance  (as  hereinafter  defined).  Landlord  shall  cause
         Substantial  Completion (as defined below) the Building Improvements to
         be  achieved on or before the last day of the  Construction  Period (as
         defined  below).  Landlord shall cause the Building  Improvements to be
         Substantially  Completed in a good,  first-class and workmanlike manner
         and in accordance  with all applicable  laws,  rules,  regulations  and
         requirements  of  governmental   authorities   and   substantially   in
         accordance with the Building Plans, subject to completion of punchlist.
         The  term  "Substantial   Completion"  with  respect  to  the  Building
         Improvements  shall mean that  Landlord has obtained a  certificate  of
         substantial  completion  from the  architect who prepared the Buildings
         Plans and a  certificate  of  occupancy  or  temporary  certificate  of
         occupancy  has been issued for the  Building  shell by the  appropriate
         jurisdiction  and all of the following have  occurred:  (i) all primary
         Building operating systems described in the Building Plans or servicing
         the Leased Premises, including vertical telephone risers and conduit to
         accommodate  cables have been installed and are operating ; (ii) all of
         the Building  elevators  servicing  the Leased  Premises from the first
         floor lobby have been installed and are operating  properly;  (iii) the
         restrooms on each of the floors of the  Building are fully  operational
         and are  substantially  complete with all finishes  installed  therein,
         except for punchlist  items;  and (iv) Tenant has reasonably  unimpeded
         access for itself,  its  employees and invitees to the Building and the


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<PAGE>

         Leased  Premises;  (v) the ground  floor  entrances to the Building are
         completed  and  ready  for use;  (vi)  the  sidewalks  adjacent  to the
         Building are installed and all landscaping around the Building has been
         installed or bonds have been provided to the  appropriate  governmental
         authorities;  and (vii) the parking area and all access drives  thereto
         have been completed, paved and striped and are ready for use. If Tenant
         takes possession of and occupies the Leased  Premises,  Tenant shall be
         deemed to have  accepted the Leased  Premises and that the condition of
         the Leased Premises and the Building was at the time  satisfactory  and
         in  conformity  with the  provisions  of this  Lease  in all  respects.
         Notwithstanding  the  foregoing,  a temporary  certificate of occupancy
         shall not be sufficient for determining  Substantial  Completion of the
         Building  Improvements  if the  basis for its  "temporary"  designation
         shall be any  material  deficiency  in the Building  Improvements  that
         materially, adversely affects Tenant's use of, or access to, the Leased
         Premises.  In addition,  Landlord  agrees to design and  construct,  at
         Landlord's  expense,  a  covered  walkway   ("Connector")  between  the
         Building  and an  adjacent  building  located at 1755 North Brown Road.
         Such  Connector is generally  shown on Exhibit E-l. The Connector  will
         not be enclosed but will be designed to provide rain cover and lighting
         when employees or visitors of Tenant are walking between the buildings.

         B.  Landlord  shall  cause the Leased  Premises to be  constructed  and
         completed  substantially  in accordance with the "Premises Plans" to be
         prepared by Jova Daniels Busby (the "Space Architect"), as the Premises
         Plans may be revised by Tenant  from time to time with the  approval of
         Landlord, such approval not to be unreasonably withheld, conditioned or
         delayed. The work to be performed in accordance with the Premises Plans
         is herein  called the  "Landlord's  Work".  Landlord  and Tenant  shall
         adhere to the schedule of deliveries, comments and approval s set forth
         on Exhibit "G"  attached  hereto,  and by this  reference  incorporated
         herein and made a part  hereof  which  includes  the  requirement  that
         Tenant deliver to Landlord final approved  Premises Plans no later than
         August 31, 2000;  provided,  however,  that Landlord is not responsible
         for the Space Architect or Tenant's contractors.

         Landlord  and  Tenant  acknowledge  and agree  that  Duke  Construction
         Limited  Partnership  (the  "General  Contractor")  will be the general
         contractor for the  construction  of the Leased  Premises  improvements
         (the "Premises  Improvements")  in accordance  with the Premises Plans.
         The  General  Contractor's  fee  will be  equal to the sum of 7% of the
         total cost of its work to be completed in accordance  with the Premises
         Plans.

         Landlord shall provide Tenant with an allowance (the "Allowance") equal
         to $16.00 per rentable square foot contained within the Leased Premises
         to pay  the  costs  of  the  space  planning  design,  supervision  and
         construction   of  the  Premises   Improvements,   including,   without
         limitation,  all costs of design,  all costs of materials  and labor to
         install the Premises  Improvements and the General Contractor's fee and
         overhead (limited as described above). Landlord will pay all such costs
         as and when  incurred by Landlord on a timely  basis only to the extent
         of the  Allowance  and Tenant shall pay all such costs in excess of the
         Allowance.  Tenant  shall  promptly  pay for all costs in excess of the
         Allowance;  fifty percent (50%) within ten (10) days of written  notice
         from  Landlord to Tenant that  Landlord  estimates  that fifty  percent
         (50%) of the  Premises  Improvements  have  been  completed  and  fifty
         percent  (50%)  upon the  Substantial  Completion  of  Landlord's  Work


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<PAGE>

         (except  for  a  10%  retainage,  which  shall  be  payable  only  upon
         completion  by the  General  Contractor  of  the  punchlist  items,  as
         described  in  Section  2.02D  below).  Landlord  agrees  to pay  Space
         Architect and Tenant's other chosen architects, engineers and designers
         for  their  costs  to  prepare  architectural,  mechanical  electrical,
         plumbing,  finishes and/or  furniture  plans; and such payment shall be
         made  on a  timely  basis  following  Landlord's  receipt  of  invoices
         approved by Tenant, and such payments made on behalf of Tenant shall be
         charged  against the Allowance.  In addition to providing the Allowance
         described  above,  Landlord  shall be  obligated,  at its sole cost and
         expense,  to provide the following items throughout the Leased Premises
         in  accordance  with the  Building  Plans and the Premises  Plans:  (i)
         ceiling grid; (ii) ceiling tiles purchased and stacked on each floor of
         the Leased  Premises;  (iii)  Building  standard  light fixtures at the
         ratio of 90  fixtures  per 1,000  rentable  square foot  purchased  and
         stacked  on each  floor of the  Leased  Premises;  (iv) fire  sprinkler
         system  installed  throughout  the Leased  Premises in accordance  with
         applicable code requirements with heads attached per the Premises Plan;
         and (v) Building  standard  heating,  ventilating and air  conditioning
         system to each floor of the Leased Premises;  and (vi) electrical power
         equal to two (2) watts per  rentable  square foot for lighting and four
         (4) watts per square foot (on demand) for outlets and convenience power
         distributed  to a subpanel  at the  Building  core on each floor of the
         Leased Premises all in accordance with the Building Plans.

         Provided   that  Tenant  has   delivered   drawings  for  the  Premises
         Improvements  by August 31, 2000,  Landlord  shall cause the Landlord's
         Work to be completed by March 15, 2001 (herein called the "Construction
         Period").  The Construction  Period shall be extended for: (i) strikes,
         lockouts,  inability to procure  materials  in the  ordinary  course of
         business in accordance with the pricing budget for the  construction of
         the Leased Premises (but only if Landlord  notifies Tenant, at the time
         the Premises Plans are approved, that such materials are not obtainable
         on a timely basis), restrictive government laws or regulations,  riots,
         insurrection,  war, and adverse weather ("Force Majeure  Delays");  and
         (ii) Tenant Delays.  In the event of any dispute  between  Landlord and
         Tenant  with  respect to the number of days  attributable  to any Force
         Majeure Delays or Tenant  Delays,  the dispute shall be resolved by the
         Space  Architect whose decision shall be conclusive and binding on both
         Landlord and Tenant.  If any Force Majeure Delays (limited as described
         above) or Tenant  Delays  cause a delay in  Substantial  Completion  of
         Landlord's  Work then the time for completion of such  Landlord's  Work
         shall  correspondingly  increase  by  the  amount  of  time  reasonably
         attributable  to such Completion  Delay,  such that Landlord would have
         such additional time within which to achieve Substantial  Completion of
         Landlord's  Work.  If  Landlord  fails  to  deliver  to  Tenant  actual
         possession  of the Leased  Premises by June 15,  2001,  as extended for
         Force Majeure  Delays and Tenant  Delays,  then Landlord  shall provide
         Tenant one (1) day's abatement of both Minimum Annual Rental and Annual
         Rental  Adjustment,  for each day of delay  after  June 15,  2001  that
         Landlord   fails  to  deliver  the  Leased   Premises  to  Tenant  with
         Substantial Completion of both the Building Improvements and Landlord's
         Work having been achieved.  The abatement  period shall begin as of the
         delayed Commencement Date. Such abatement shall be Tenant's only remedy
         for  Landlord's  failure to deliver  the Leased  Premises  as set forth
         above,  and Tenant shall not be entitled to damages  (consequential  or
         otherwise) as a result thereof.



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<PAGE>

         Tenant  must  request  each  Tenant  change  order in writing  and note
         therein  whether  the change  order is to be priced  prior to  Tenant's
         formal  request for the change order,  or whether the change order is a
         formal  request  for a change  order to occur  regardless  of the price
         associated therewith. Upon submission of a change order, Landlord shall
         notify  Tenant  within five (5)  business  days of  Landlord's  receipt
         thereof, of the time period in which the change order can be completed,
         and whether or not  Landlord  reasonably  believes  such  change  order
         results  in any  delays  or any  savings  of  time  to the  Substantial
         Completion of Landlord's  Work. To the extent that a change order would
         increase  the cost of the  Landlord's  Work above the  Allowance,  then
         Tenant shall pay for such work at the time of and as a condition to the
         approval of the change  order.  Landlord must notify Tenant within five
         (5)  business  days  of the  date  Landlord  reasonably  learns  of the
         beginning  of any Tenant Delay period and must give Tenant a reasonable
         estimate of the period of the delay.  If Landlord  falls to give Tenant
         such notice,  with respect to any Tenant Delay,  the applicable  Tenant
         Delay shall be deemed,  for all purposes under this Lease,  not to have
         occurred.

         As used herein,  "Substantial Completion" of Landlord's Work means: (i)
         the Space Architect for the Leased Premises has issued a certificate of
         substantial completion for the Leased Premises, and (ii) a temporary or
         permanent  certificate  of occupancy  for the Leased  Premises has been
         issued;  provided,  however, a temporary certificate of occupancy shall
         not be sufficient if the basis for its "temporary" designation shall be
         any material  deficiency in the Building  Improvements  or the Premises
         Improvements  that  materially,  adversely  affects Tenant's use of, or
         access  to,  the  Leased   Premises.   The  occurrence  of  Substantial
         Completion  shall not in any way discharge or relieve the Landlord from
         its obligation to fully  complete  Landlord's  Work in an  expeditious,
         good and  workmanlike  manner.  During the course of the performance of
         Landlord's Work, Landlord shall keep Tenant informed as to any material
         change  in  Landlord's  estimate  of the date  upon  which  Substantial
         Completion of Landlord's  Work will occur.  Landlord shall allow Tenant
         and Tenant's  agents,  employees and contractors  prompt and reasonable
         access to the Leased Premises (or portions thereof), beginning at least
         forty-five  (45)  days  prior  to the  projected  date  of  Substantial
         Completion,  in order to  permit  Tenant  and its  vendors  to  install
         cabling, wiring,  telecommunication systems, and beginning at least ten
         (10) days prior to the projected  date of  Substantial  Completion,  in
         order to  permit  Tenant  and its  vendors  to  install  furniture  and
         equipment and to perform any other similar installation work desired by
         Tenant, so long as such installation and performance by or on behalf of
         Tenant does not (and  Tenant  covenants  and agrees not to)  materially
         interfere with Landlord's  Substantial Completion of Landlord's Work on
         the timetable within which such Substantial Completion is to occur, and
         provided, however, that if Tenant actually occupies the Leased Premises
         prior to the Commencement Date for conduct of Tenant's  business,  then
         the  Commencement  Date  shall  be  deemed  to be the date  upon  which
         occupancy  of the Leased  Premises by Tenant first  actually  occurred.
         Tenant shall indemnify and hold harmless  Landlord from and against any
         and all cost, losses, damages,  liabilities and expenses arising out of
         or relating to such entry.

        C. The  subcontractors  shall be selected  to  construct  the  Premises
         Improvements in the following manner:



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<PAGE>

                  (i) On Exhibit  "H",  the parties  have  identified  the major
                  trades  and no less  than  three (3) and no more than five (5)
                  potential   subcontractors  for  each  major  trade  that  are
                  acceptable  to the parties to construct the  respective  major
                  trade  improvements  to the Leased  Premises  and to which the
                  General Contractor will bid the major trades.

                  (ii)  After  Landlord's  receipt  of the  Premises  Plans,  as
                  approved by  Landlord  and Tenant  gives  Landlord a notice to
                  proceed,  the General  Contractor shall solicit bids from each
                  subcontractor  identified  in Exhibit "H"  hereof,  which bids
                  shall set forth the price, terms, conditions and time schedule
                  that such  subcontractor  would require if chosen to construct
                  the  Leased  Premises.  Such  bids  must  be  received  within
                  fourteen (14) days after the date hereof to be considered.

                  (iii) Landlord shall,  within seven (7) days after the receipt
                  of such bids and after  consulting  with  Tenant  (and  Tenant
                  hereby agrees to consult with Landlord upon  request),  select
                  the subcontractor from those identified in Section 2.02 hereof
                  to construct  the  improvements  to the Leased  Premises.  All
                  other   factors   being  equal,   Landlord   will  choose  the
                  subcontractor  that  submits  the  lowest  bid  unless  Tenant
                  selects a subcontractor other than the low bidder.

                  (iv) The  subcontractor so selected may be used by Landlord to
                  construct any additional  improvements  to the Leased Premises
                  or expanded Leased Premises  without  repeating the procedures
                  set forth above.

         D. Upon the Substantial  Completion of Landlord's Work,  Landlord shall
         notify Tenant,  and the parties  hereto,  within five (5) business days
         after such  notice,  shall  perform a  walk-through  inspection  of the
         Leased  Premises.  During such  inspection  the parties shall prepare a
         punch-list  of  defective  or  incomplete  items,  if any,  which items
         Landlord shall cause General  Contractor to correct  promptly after the
         date of such  inspection  and in any event  within  thirty  (30)  days.

SECTION 2.03. SURRENDER OF THE PREMISES.

Upon  the  expiration  or  earlier  termination  of  this  Lease,  Tenant  shall
immediately  surrender the Leased Premises to Landlord in broom-clean  condition
and in good  order,  condition  and repair.  Tenant  shall  remove its  personal
property and computer  equipment  in the Leased  Premises,  at its sole cost and
expense,  but Tenant shall not be obligated to remove any portion of  Landlord's
Work or the Premises  Improvements  (including  any cabling and wiring).  Tenant
shall,  at its expense,  promptly  repair any damage caused by any such removal,
and shall  restore  the  Leased  Premises  to the  condition  existing  upon the
Commencement Date, reasonable wear and tear excepted.  All Tenant property which
is not  removed  within  ten  (10)  days  following  Landlord's  written  demand
therefore shall be conclusively deemed to have been abandoned and Landlord shall
be entitled to dispose of such property at Tenant's  cost without  incurring any
liability to Tenant. The provisions of this section shall survive the expiration
or other termination of this Lease.




                                       8
<PAGE>

SECTION 2.04.     HOLDING OVER.

If Tenant  retains  possession of the Leased  Premises  after the  expiration or
earlier  termination  of this Lease,  Tenant shall become a tenant from month to
month at One Hundred Fifty Percent (150%) of the Monthly Rental  Installment and
Annual Rental Adjustment for the Leased Premises in effect upon the date of such
expiration or earlier  termination  and otherwise upon the terms,  covenants and
conditions  herein  specified,  so far as applicable.  Acceptance by Landlord of
rent after such expiration or earlier  termination shall not result in a renewal
of this Lease. Tenant shall vacate and surrender the Leased Premises to Landlord
upon Tenant being given thirty (30) days' prior written  notice from Landlord to
vacate whether or not said notice is given on the rent paying date. This SECTION
2.04 shall in no way  constitute  a consent by Landlord  to any holding  over by
Tenant upon the  expiration  or earlier  termination  of this  Lease,  nor limit
Landlord's remedies in such event.

ARTICLE 3 - RENT

SECTION 3.01.     BASE RENT.

Tenant  shall pay to  Landlord  the Minimum  Annual  Rent in the Monthly  Rental
Installments  in  advance,  without  deduction  or offset  (except as  expressly
provided in this Lease) on the Commencement  Date and on or before the first day
of each and every calendar month  thereafter  during the Lease Term. The Monthly
Rental Installments for partial calendar months shall be prorated.

SECTION 3.02.     ANNUAL RENTAL ADJUSTMENT DEFINITIONS.

A.       "ANNUAL  RENTAL  ADJUSTMENT"  -  shall  mean  the  amount  of  Tenant's
         Proportionate   Share   of   Operating   Expenses   for  a   particular
         calendar year.

B.       "OPERATING  EXPENSES"  - shall  mean the  amount  of all of  Landlord's
         reasonable, customary costs and expenses paid or incurred in operating,
         repairing,  and maintaining the Building (including the Common Areas as
         defined below) in good  condition and repair for a particular  calendar
         year,  including by way of illustration  and not  limitation:  all Real
         Estate  Taxes,  as  hereinafter  defined,  insurance  premiums  for all
         insurance  required  of  Landlord  under  this  Lease and  commercially
         reasonable  deductibles,  water,  sewer,  electrical  and other utility
         charges other than the separately  billed  electrical and other charges
         paid by Tenant as  provided in this  Lease;  service and other  charges
         incurred in the repair,  operation and maintenance of the elevators and
         the heating,  ventilation  and  air-conditioning  system;  cleaning and
         other janitorial services; tools and supplies;  repair costs; landscape
         maintenance costs;  security services;  license,  permit and inspection
         fees;  management  or  administrative  fees  (not to  exceed  3% of the
         Minimum Annual Rental and Annual Rental Adjustment payable  hereunder);
         supplies,  costs,  wages and related employee  benefits payable for the
         management,  maintenance  and operation of the  Building,  but only for
         employees at or below the level of Building  Manager;  maintenance  and
         repair of the driveways, parking and sidewalk areas (including snow and
         ice removal),  landscaped  areas, and lighting;  maintenance and repair
         costs, fees and assessments incurred under the Protective Covenants (as


                                         9
<PAGE>

         currently  allocated,  without any change in such allocation method and
         without any change in the costs,  fees and amounts  currently  provided
         for  therein).  Notwithstanding  anything  to the  contrary  set  forth
         hereinabove, Operating Expenses shall not include any of the following:
         (i)  Landlord's  ownership  expenses,  as  distinguished  from costs of
         operating  the  Building,  such as  partnership  accounting  and  legal
         matters,  and costs in  connection  with any sales or financings of the
         Building or the Project;  (ii) costs  incurred in  connection  with the
         original   construction   of  the   Building,   Common   Areas  or  any
         infrastructure serving the Building;  (iii) depreciation,  interest and
         principal payments under any mortgages or other financings;  (iv) costs
         of  correcting  defects in the initial  design or  construction  of the
         Building;   (v)  legal  fees,   design  fees,   broker's   commissions,
         advertising  expenses or costs of leasehold  improvements in connection
         with any  development or leasing of the Building;  (vi) costs for which
         Landlord is reimbursed by way of insurance,  warranties,  other tenants
         or any other  source;  (vii)  costs of  services  provided to any other
         tenants of the  Building in excess of the  services  made  available to
         Tenant under this Lease;  (viii)  fines and  penalties  resulting  from
         Landlord's late payment of any Real Estate Taxes or other amounts; (ix)
         rental under any ground leases; (x) any capital expenditures other than
         capital  expenditures  made to comply with laws first enacted after the
         date of this Lease (or  amendments to existing laws first enacted after
         the date of this Lease) or to reduce Operating Expenses, but, in either
         event, such capital expenditures must be amortized over the useful life
         of the  item in  question  and  only  the  annual  amortization  may be
         included in Operating Expenses and, with respect to cost saving capital
         expenditures,  the amortization may be included only up to the level of
         the reasonably projected savings;  (xi) any costs paid to subsidiaries,
         affiliates or parties  related to Landlord for services in the Building
         to the extent the costs  exceed fair market  value for those  services;
         (xii) rental payments for base building equipment (such as elevators or
         air  conditioning  equipment)  that would  ordinarily  considered to be
         capital  equipment;  (xiii) tenant  electrical costs if Tenant directly
         pays for the  electricity  for its  space;  (xiv)  costs to  repair  or
         restore   any  portion  of  the   Building  or  Property   following  a
         condemnation  or  casualty  (except  to the  extent  of a  commercially
         reasonable  deductible  amount  which shall be included as an Operating
         Expense);  (xv) any costs incurred by Landlord to correct any violation
         of laws, ordinances, rules, regulations,  permits or licenses in effect
         as of the  Commencement  Date;  and (xvi)  costs  incurred  to  remove,
         encapsulate  or  remediate  asbestos or any other  hazardous  materials
         unless caused by Tenant, its agents, contractors and invitees.

C.       "TENANT'S  PROPORTIONATE  SHARE OF  OPERATING  EXPENSES"  - shall be an
         amount equal to the  remainder of (i) the product of Tenant's  Building
         Expense  Percentage  times the Building  Operating  Expenses  less (ii)
         Landlord's Share of Operating Expenses, provided that such amount shall
         not be less than zero.

D.       "REAL  ESTATE  TAXES" - shall  include  any form of real  estate tax or
         assessment or service  payments in lieu  thereof,  and any license fee,
         commercial  rental  tax,  state  franchise  taxes  assessed on tangible
         property,  improvement  bond or other similar charge or tax (other than
         franchise  business license fees,  impact fees,  inheritance  income or
         estate  taxes)  imposed upon the Building or Common Areas  (hereinafter
         defined)  or  against  Landlord's  receipt  of  lease  payments  by any
         authority  having  the  power to so charge  or tax,  together  with the


                                       10
<PAGE>

         reasonable  actual  costs and  expenses of  contesting  the validity or
         amount of Real Estate Taxes.  Tenant shall notify  Landlord on August 1
         of each year if it desires to review the tax  assessment and whether or
         not Tenant desires that Landlord file a dispute.  If Landlord  notifies
         Tenant  that  Landlord  will not file any  dispute  of the Real  Estate
         Taxes, Tenant shall have the right to dispute the Real Estate Taxes and
         Landlord shall cooperate fully with Tenant in facilitating such dispute
         including  signing  any  reasonably  required  documents.  In the event
         Tenant  determines  that it will file a dispute  and hire a real estate
         tax consultant to handle such dispute, Landlord shall have the right to
         approve  such  consultant,  such  approval  shall  not be  unreasonably
         withheld.  If Tenant  succeeds in  obtaining  a  reduction  of the Real
         Estate Taxes,  all of the  reduction  shall be paid directly to Tenant.
         Notwithstanding  anything to the  contrary set forth  hereinabove,  any
         special  assessments  which are included in Real Estate Taxes and which
         the applicable governmental authority allows to be paid in installments
         shall  be  deemed  to be  paid in the  maximum  number  of  permissible
         installments  and only the minimal  annual  installment  required to be
         paid may be included in Operating Expenses during any calendar year.

E.       "COMMON  AREAS" - shall  mean the  areas of the  Building  and the land
         which are designed for use in common by all tenants of the Building and
         their respective employees, agents, customers, invitees and others, and
         includes,  by way of  illustration  and not  limitation,  entrances and
         exits,  hallways  and  stairwells,   elevators,  restrooms,  sidewalks,
         driveways,  parking areas,  landscaped  areas and other areas as may be
         designated by Landlord as part of the Common Areas of the Building.  In
         the event that Tenant is the sole tenant in the Building,  Tenant shall
         have the  exclusive use of the Common Areas inside the Building and the
         parking areas allocated to the Building.

SECTION 3.03.     PAYMENT OF ADDITIONAL RENT.

In addition to the Minimum Annual Rent specified in this Lease, Tenant shall pay
to Landlord as "Additional Rent" for the Leased Premises,  in each calendar year
or partial  calendar year,  during the Lease Term, an amount equal to the Annual
Rental  Adjustment for such calendar year. The Annual Rental Adjustment shall be
reasonably  estimated annually by Landlord,  and written notice thereof shall be
given to Tenant prior to January 1 for the upcoming  calendar year. Tenant shall
pay to Landlord each month,  at the same time the Monthly Rental  Installment is
due,  an amount  equal to  one-twelfth  (1/12) of the  estimated  Annual  Rental
Adjustment.  If Real Estate Taxes or the cost of utility or janitorial  services
increase during a calendar year, Landlord may, on not more than one (1) occasion
each year,  increase the estimated Annual Rental  Adjustment during such year by
giving Tenant written notice to that effect,  and thereafter Tenant shall pay to
Landlord,  in each of the remaining  months of such year, an amount equal to the
amount of such increase in the estimated Annual Rental Adjustment divided by the
number of months remaining in such year. On or before March 31, after the end of
each  calendar  year,  Landlord  shall  prepare and deliver to Tenant a detailed
statement showing the actual Annual Rental  Adjustment.  Within thirty (30) days
after receipt of the aforementioned statement, but subject to Tenant's audit and
dispute  rights below,  Tenant shall pay to Landlord,  or Landlord  shall credit
against the next rent payment or payments  due from Tenant,  as the case may be,
the  difference  between the actual Annual Rental  Adjustment  for the preceding
calendar  year and the  estimated  amount paid by Tenant  during such year.  The
estimated  Annual  Rental  Adjustment  for the  calendar  year 2000 is $5.34 per
rentable  square foot.  Tenant shall have ninety (90) days following its receipt


                                       11
<PAGE>

of Landlord' statement to audit Landlord's books and records with respect to the
Operating  Expenses for the year in question.  Landlord will make such books and
records available to Tenant in the property  management office in Atlanta during
normal  business  hours  beginning  on any business day within five (5) business
days of Tenant's  notice to Landlord that Tenant  desires to conduct such audit.
Such review of  Landlord's  books and records shall not exceed five (5) business
days.  If, based on such audit,  Tenant  believes  that certain of the Operating
Expenses charged by Landlord are not properly included within Operating Expenses
or that Landlord has erred in  calculating  the  Operating  Expenses or that any
amounts included therein are not  commercially  reasonable,  Tenant shall notify
Landlord,  within two weeks of the end of such audit that Tenant  disputes  some
portion  of the  Operating  Expenses.  Promptly  upon  receipt  of such  notice,
Landlord  and Tenant  shall meet and  negotiate  in good faith to resolve  their
disagreement  concerning the Operating Expenses.  If, within thirty (30) days of
Tenant's notice,  Landlord and Tenant are unable to resolve Tenant's objections,
then, within fifteen (15) days after the expiration of the aforesaid thirty (30)
day period,  Landlord and Tenant shall agree on one of the "big five" accounting
firms  which does not  currently  work for either  Landlord  or Tenant and shall
submit  the  disputed  portion  of the  Operating  Expenses  to such "big  five"
accounting firm for resolution. The "big five" accounting firm shall resolve the
dispute and determine  the proper  amount of Operating  Expenses for the year in
question and its decision  shall be final and binding on both parties.  The fees
of the "big five" accounting firm shall be paid by Tenant, in the event that the
total of any  errors on the part of  Landlord  equal  less than 3% of the Annual
Rental  Adjustment  for that  calendar  year. In the event that the total of any
errors  on the  part  of  Landlord  are in  excess  of 3% of the  Annual  Rental
Adjustment for that calendar year,  Landlord will reimburse Tenant for all costs
of the accounting firm.

SECTION 3.04.     LATE CHARGES.

Tenant  acknowledges that Landlord shall incur certain additional  unanticipated
administrative  and legal costs and  expenses if Tenant  fails to timely pay any
payment  required  hereunder.  Therefore,  in  addition  to the  other  remedies
available to Landlord hereunder, if any payment required to be paid by Tenant to
Landlord hereunder shall become overdue,  such unpaid amount shall bear interest
from the due date  thereof to the date of payment at the prime rate (as reported
in the Wall Street  Journal) of interest  ("Prime  Rate") plus four percent (4%)
per annum.  Notwithstanding the foregoing,  Tenant shall not be obligated to pay
the late charge described hereinabove on the first two occasions in any calendar
year unless Landlord provides Tenant written notice that the payment is past due
and Tenant  fails to make the past due  payment  within five (5)  business  days
following such notice from Landlord.

ARTICLE 4 - LETTER OF CREDIT

Landlord  and Tenant agree that,  subject to any  provisions  herein  related to
increases, the amount of the initial security deposit to be held as security for
the performance by Tenant of Tenant's  covenants and obligations under the Lease
is EIGHT  HUNDRED  SEVEN  THOUSAND  SEVEN  HUNDRED  TWENTY  AND  NO/l00  DOLLARS
($807,720.00).  The obligation to post such Security  Deposit shall be satisfied
by Tenant's delivering to Landlord, contemporaneously with the execution of this
Lease, an irrevocable and unconditional  standby letter of credit (the "Original
Letter of Credit"),  in the amount of the initial Security  Deposit,  issued for
the benefit of Landlord (such Original  Letter of Credit and any  substituted or
replacement   letter  of  credit  issued  in  accordance  with  this  Lease  are


                                       12
<PAGE>

hereinafter  collectively  referred to as the "Letter of Credit";  the Letter of
Credit, the proceeds thereof and any other monies paid hereunder are hereinafter
collectively  referred  to as the  "Security  Deposit"),  shall  have an initial
expiration  date not  earlier  than 365 days from  issuance,  shall be issued by
First Union Bank or another  national or  commercial  bank as may be approved by
Landlord in  writing,  shall be  assignable  by  Landlord  concurrently  with an
assignment  by  Landlord  of  this  Lease  and  the   assumption  of  Landlord's
obligations hereunder by the assignee.  The approved form of Letter of Credit is
attached to this Lease as EXHIBIT "F-1".

If no uncured  Default then exists under this Lease or Landlord has not drawn on
the Letter of Credit,  then the amount of the Letter of Credit  shall be reduced
(the "Reduced  Security  Deposit")  annually  commencing at the end of the fifth
year of the  Lease  Term,  in five  equal  installments  until  it  reaches  the
equivalent of two month's rent at which time it will remain until the end of the
Term as shown in EXHIBIT "F".

Subject to the  immediately  following  paragraph  and not less than thirty (30)
days  prior to the  expiration  of the  Original  Letter of Credit and each year
thereafter, Tenant shall deliver to Landlord a substituted or replacement letter
of credit  issued for the benefit of Landlord in an amount  equal to the Reduced
Security  Deposit and with an  expiration  date not  earlier  than 365 days from
issuance,  and in the same form and  content as the  Original  Letter of Credit.
Landlord may draw on the Letter of Credit in the event that, among other things,
Tenant fails to deliver to Landlord such  substituted or  replacement  Letter of
Credit in the time and manner  required  by this  Section.  Upon  delivery  of a
replacement  Letter of Credit,  Landlord  shall  return the  existing  Letter of
Credit to Tenant.

From and after  execution of this Lease,  if Tenant (i) fails at any time to pay
any amount due when due (after  notice from  Landlord and the  expiration of any
applicable  grace,  notice  or cure  periods),  or (ii)  breaches  any  material
covenant or obligation of this Lease and such breach continues  following notice
from Landlord and the  expiration of any applicable  cure period,  then Landlord
may,  but  shall  be under  no  obligation  to,  from  time to time and  without
prejudice  to any other right or  remedies,  draw upon such Letter of Credit (in
its entirety or in partial  drawings from time to time),  in which case Landlord
shall use the  resulting  monies to the extent  necessary to pay any such amount
due, to cure any such breach or to compensate  Landlord for its damages incurred
by reason of such breach and for no other purpose.

In the event that Landlord  applies the Security Deposit or a portion thereof as
provided in this Section,  Tenant shall immediately upon notice from Landlord of
such application  restore the Letter of Credit to its original amount,  it being
the intent of the  parties  that the  Security  Deposit  to be held by  Landlord
always be the amount  stated  herein.  It is  expressly  understood  and agreed,
however, that the Security Deposit shall not be considered an advance payment of
rent or a measure  of  Landlord's  damages  in the event of a default by Tenant.
Upon  Tenant's  vacation of the Leased  Premises  upon the  expiration  or other
termination of the Lease,  and provided that Tenant is not then in default under
the Lease,  the Security Deposit shall be returned by Landlord to Tenant without
interest.

On June 1, 2001 and  every  June 1  thereafter  during  the term of this  Lease,
Tenant shall deliver to Landlord, Tenant's most recent annual, audited financial


                                       13
<PAGE>

statements  and  any  other  financial  materials  and  information   reasonably
requested by Landlord; provided, however, that if Tenant's financial information
is available from the Securities and Exchange  Commission or otherwise  publicly
available,  then  Landlord  shall  obtain all such  Landlord-required  financial
information  with respect to Tenant in  satisfaction of this paragraph from such
other sources.  Landlord will waive the  requirement for the Letter of Credit if
(a) Tenant's tangible net worth (defined as shareholders' equity as reflected in
Tenant's audited annual financial  statements or unaudited  quarterly  financial
statements,  as the case may be,  net of the book  value of  goodwill  and other
intangible  assets  specifically  identified  as such in  those  same  financial
statements),  at any time during the Term, equals or exceeds  Thirty-Six Million
Dollars  ($36,000,000.00)  for a period of at least one (1) year,  while  during
that same one (1) year period  Tenant has a market value of its common equity of
at least  $500,000,000.00  (market  value of common  equity being  determined by
multiplying  Tenant's public stock price by its fully diluted shares outstanding
(computed  consistent  with the  Treasury  Stock  method)),  or (b) the Lease is
guaranteed  by a company  with an  investment  rating of Moody's  Baa or better,
using a guaranty agreement  substantially similar to EXHIBIT I. For the purposes
of this last paragraph in Article 4, the Tenant shall be deemed to be all of the
entities comprising "Tenant" under the Lease in the aggregate. In the event that
Landlord  waives the  requirement for the Letter of Credit pursuant to (a) above
and at any time  during  the Term of this Lease  Tenant no longer  meets the net
worth or market capitalization requirement, Tenant shall reinstate the Letter of
Credit in accordance  with the terms hereof.  In the event  Landlord at any time
during the Term of this Lease waives the  requirement  for the Letter of Credit,
Tenant  shall be required  to post a Security  Deposit in the amount of the last
two months  Minimum  Monthly  Rental  installment to be held as security for the
performance of Tenant's covenants and obligations under the Lease.

ARTICLE 5 - OCCUPANCY AND USE

SECTION 5.01.     USE.

The Leased  Premises  shall be used by Tenant for the  Permitted  Use and for no
other purposes without the prior written consent of Landlord.

SECTION 5.02.     COVENANTS OF TENANT REGARDING USE.

Tenant shall comply with the Covenants (as they  currently  exist) and all laws,
rules,  regulations,  orders,  ordinances,  directions and  requirements  of any
governmental  authority  or agency,  now in force or which may  hereafter  be in
force,  including  without  limitation those which shall impose upon Landlord or
Tenant  any  duty  with  respect  to or  triggered  by a  change  in the  use or
occupation  of, or any  improvement  or  alteration  to,  the  Leased  Premises;
provided,  however, that Tenant shall be required to make alterations or changes
to the Leased Premises to comply with  applicable laws only if such  alterations
or improvements  are applicable to the Leased Premises because of the particular
or unique type of use being made by Tenant therein.  Landlord shall be obligated
to comply with laws requiring  alterations or improvements  which are applicable
to occupied  office space in general and not as a result of Tenant's  unique and
particular  type of use  (subject to  Landlord's  right to include such costs in
Operating Expenses if and to the extent permitted by Section 3.02 above). Tenant
shall comply with and obey all reasonable directions of Landlord,  including the
Building  Rules  and  Regulations  attached  hereto  as  EXHIBIT C and as may be
modified from time to time by Landlord on reasonable notice to Tenant; provided,
however,  Tenant shall not be obligated to comply with any  modifications to the


                                       14
<PAGE>

Building Rules and Regulations that will  materially,  adversely affect Tenant's
use and  enjoyment  of the Leased  Premises or Tenant's  access to the  Project,
Property, Building or Leased Premises. Tenant shall not do or permit anything to
be done in or about  the  Leased  Premises  which  will in any way  obstruct  or
interfere  with the rights of other  tenants or  occupants  of the  Building  or
injure or annoy  them.  Landlord  shall  not be  responsible  to Tenant  for the
non-performance  by any other  tenant or occupant of the  Building of any of the
Building Rules and Regulations, but agrees to take reasonable measures to assure
such other tenant's  compliance.  Tenant shall not use the Leased  Premises,  or
allow the Leased  Premises to be used,  for any  purpose or in any manner  which
would  invalidate  any  policy of  insurance  now or  hereafter  carried  on the
Building or increase the rate of premiums  payable on any such insurance  policy
unless Tenant reimburses Landlord for any increase in premium charged.

SECTION 5.03.     LANDLORD'S RIGHTS REGARDING USE.

In addition to the rights specified elsewhere in this Lease, Landlord shall have
the  following  rights  regarding  the use of the Leased  Premises or the Common
Areas,  each of which may be  exercised  without  notice or liability to Tenant:
Landlord,  its employees and agents and any mortgagee of the Building shall have
the right to enter any part of the Leased  Premises (other than Secure Areas, as
described below) at reasonable times upon at least twenty-four (24) hours notice
and with the  accompaniment of an employee of Tenant,  except in the event of an
emergency  when no notice  shall be  required,  for the purposes of examining or
inspecting the same, showing the same to prospective purchasers,  mortgagees or,
during the last year of the Term only,  tenants and making  such  repairs to the
Leased  Premises or the  Building as Landlord may be required to make under this
Lease.  The term "Secure Areas" shall mean certain areas of the Leased  Premises
designated  by Tenant into which  Landlord  shall not have access  except in the
event of an  emergency.  Landlord  shall not be obligated to provide  janitorial
services or repair services to the Secure Areas unless Tenant provides  Landlord
access to the Secure Areas and Landlord shall not be liable for any loss, damage
or injury  therein,  except for the gross  negligence  or willful  misconduct of
Landlord.  Landlord shall incur no liability to Tenant for such entry, nor shall
such entry  constitute an eviction of Tenant or a termination of this Lease,  or
entitle Tenant to any abatement of rent therefor,  unless  Tenant's  business is
materially disrupted for three (3) or more consecutive business days as a result
of a cause within Landlord's control and which Landlord has the ability to cure,
in  which  ease  all  Minimum   Annual  Rental  and  Annual  Rental   Adjustment
attributable to the portion of the Leased Premises in which Tenant's business is
disrupted shall be abated until such disruption ceases.

ARTICLE 6 - UTILITIES AND OTHER BUILDING SERVICES

SECTION 6.01.     SERVICES TO BE PROVIDED.

Landlord shall furnish to Tenant, except as noted below, the following utilities
and other  building  services to the extent  reasonably  necessary  for Tenant's
comfortable use and occupancy of the Leased Premises for the Permitted Use or as
may be required by law or directed by  governmental  authority  and in types and
amounts  customary for similar office buildings in the east I-85 Gwinnett County
area:



                                       15
<PAGE>

(a)      Heating,  ventilation and air-conditioning during the hours and on days
         required by Tenant,  in  accordance  with the  specifications  attached
         hereto as Exhibit "E";

(b)      Electrical  current  for  lighting  equal to at least two (2) watts per
         rentable   square  foot  plus   electrical   current  for  outlets  and
         convenience  power equal to at least four (4) watts per rentable square
         foot (on demand);

(c)      Water in the Common Areas for lavatory and drinking purposes;

(d)      Automatic  elevator service  twenty-four hours per day through at least
         two (2)  passenger  elevators  and at least one (1)  freight  elevator,
         except in emergencies or for routine  maintenance and in any case, both
         passenger  elevators  won't be  removed  from  service  at one time for
         routine maintenance;

(e)      Cleaning and janitorial service in the Leased Premises and Common Areas
         on  Monday  through  Friday  of each  week  except  legal  holidays  in
         accordance with the specifications attached hereto as Exhibit J;

(f)      Washing of  windows  in  accordance  with the  specifications  attached
         hereto as Exhibit "J";

(g)      Replacement  of all lamps,  bulbs,  starters  and  ballasts in Building
         standard  lighting as required  from time to time as a result of normal
         usage;

(h)      Cleaning and maintenance of the Common Areas,  including the removal of
         rubbish, ice and snow;

(i)      Repair and maintenance to the extent specified elsewhere in this Lease;

(j)      Men's and women's  restrooms on each floor of the Leased  Premises with
         at least the number of fixtures shown in the Building Plans;

(k)      Security services limited to card key access; and

Charges for  utilities  and  services  provided by Landlord,  if any,  shall not
exceed the charges that would have been payable if such  utilities  and services
had been directly billed by the utilities or service providers to Tenant. Tenant
shall have the right to obtain telecommunication  services and data services for
the Leased  Premises  from any provider  that Tenant  chooses and Landlord  will
provide  Tenant  access to the  Building  risers  and  conduits  as shown on the
Building Plans and  Specifications  attached  hereto as Exhibit E, at no cost to
Tenant or the  telecommunication  or data  provider,  for Tenant to obtain  such
services.

SECTION 6.02.     ADDITIONAL SERVICES.

If  Tenant  requests  utilities  or  building  services  in  addition  to  those
identified  above  or  any  of the  above  utilities  or  building  services  in
frequency,  scope,  quality or quantity  substantially  greater than those which
Landlord  determines are normally  required by other tenants in the Building for
the  Permitted  Use, then Landlord  shall use  reasonable  efforts to attempt to
furnish Tenant with such additional utilities or building services. In the event


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<PAGE>

Landlord  is able to and does  furnish  such  additional  utilities  or building
services,  the actual costs, without markup,  overhead or fee, shall be borne by
Tenant,  who shall reimburse Landlord monthly for the same as Additional Rent at
the same time Monthly  Rental  Installments  and other  Additional  Rent is due.
Landlord shall provide  after-hours HVAC service to Tenant upon reasonable prior
request.  Prior to the  Commencement  Date of this Lease,  Landlord  will notify
Tenant of the hourly charge for said  after-hours  HVAC service,  which shall be
Landlord's  good-faith  estimate  of the actual  cost to provide  such  service,
without  any markup,  overhead or fee.  Along with such  notice,  Landlord  will
provide Tenant reasonable  supporting  documentation  describing the methodology
Landlord used to determine  such actual cost and hourly rate.  Tenant shall have
thirty (30) days from its receipt of Landlord's  notice to notify  Landlord that
Tenant disagrees with the proposed hourly rate, and Tenant's notice will provide
reasonable  supporting  documentation  describing  why the Tenant  believes  the
actual cost and hourly rate  proposed by Landlord was not a good faith  estimate
of actual cost.  If Tenant fails to respond  within such thirty (30) day period,
Tenant will be deemed to have approved  Landlord's  hourly rate and methodology.
If Tenant does notify  Landlord that Tenant  disagrees with the proposed  hourly
rate and/or the  methodology  used by Landlord to calculate it, the parties will
work in good faith to resolve their  disagreement.  If the parties are unable to
resolve the disagreement within thirty (30) days of Tenant's notice, the parties
shall mutually  agree upon a qualified,  experienced,  independent  engineer and
will submit the disagreement to such engineer for resolution.  The engineer will
be asked to  designate  the  appropriate  hourly rate as well as to describe the
methodology used to determine such rate. The decision of such architect shall be
final and binding on both parties.  The hourly rate  determined by the agreement
(or deemed agreement) of the parties,  or by the third party engineer,  shall be
used for at least the first year of the Term. Thereafter,  Landlord may increase
such  hourly  rate,  but not more  often  than  once per  year,  based on actual
increases in costs and applying the agreed (or deemed agreed) methodology or the
methodology described by the third party engineer, as the case may be.

If any lights,  density of staff,  machines or  equipment  used by Tenant in the
Leased Premises  materially affect the temperature  otherwise  maintained by the
Building's  air-conditioning  system or generate  substantially more heat in the
Leased  Premises than that described in the design  specifications  for the HVAC
system which are set forth on EXHIBIT "E", then, at Tenant's option,  either (i)
Landlord  shall have the right to  install  any  machinery  or  equipment  which
Landlord   considers   reasonably   necessary   in  order  to  meet  the  design
specifications,  or (ii) Landlord's  obligation to provide HVAC services per the
design specification shall be modified based on such excess heat generation. All
costs  expended by Landlord to install any such  machinery and equipment and any
additional  costs of operation and maintenance in connection  therewith shall be
borne by Tenant,  who shall reimburse  Landlord for the same as provided in this
SECTION 6.02. The Building and HVAC are accessible to Tenant 24 hours per day, 7
days per week via card-key or key pad security system.

SECTION 6.03.     INTERRUPTION OF SERVICES

Landlord  shall  not be  liable in  damages  or  otherwise  for any  failure  or
interruption of any utility  service and, no such failure or interruption  shall
entitle  Tenant to withhold  sums due  hereunder,  except as expressly  provided
below.  Notwithstanding  anything to the contrary  contained  in this lease,  if
Tenant  cannot  reasonably  use all or any portion of the  Premises for Tenant's
intended  business  operations by reason of any  interruption  in services to be


                                       17
<PAGE>

provided by Landlord (and the  interruption  is caused either by a matter within
Landlord's  control or by a matter that would be covered by Landlord's rent loss
coverage if Landlord maintains rent loss coverage as required in this Lease) and
Tenant  does  not in fact use  such  portion  of the  Leased  Premises  and such
condition exists for three (3) or more consecutive  business days or five (5) or
more  business days within any thirty (30) day period,  then the Minimum  Annual
Rent and Annual Rental Adjustment shall be abated for that portion of the Leased
Premises that Tenant is unable to use for Tenant's intended business  operations
until such service is restored to the Leased  Premises.  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  and  Tenant  only  shall be  entitled  to
abatement of the Minimum Annual Rent and Annual Rental  Adjustment in proportion
to the area  rendered  unusable.  Landlord  may  prevent  or stop  abatement  by
providing  substantially  the same  service in similar  quality and  quantity by
temporary  or  alternative  means  until the cause of the loss of service can be
corrected. Tenant shall not be entitled to the rent abatement set forth above if
the service  interruption is caused by the act or omission of Tenant, its agents
or employees.

ARTICLE 7 - REPAIRS, MAINTENANCE AND ALTERATIONS

SECTION 7.01.     REPAIR AND MAINTENANCE OF BUILDING.

Subject  to  SECTION  7.02 and  except for any  repairs  made  necessary  by the
negligence,  misuse, or default of Tenant,  its employees and agents,  customers
and  invitees,  which is not  covered by  insurance  of the type  required to be
carried by Landlord  under this Lease,  Landlord shall keep and maintain in good
order,  condition and repair the roofs, exterior walls, exterior doors, windows,
all structural portions, all Building electrical,  Building mechanical, Building
plumbing and Building HVAC systems, corridors and other Common Areas.

SECTION 7.02.     REPAIR AND MAINTENANCE OF LEASED PREMISES.

Landlord  shall keep and maintain the Leased  Premises in good order,  condition
and repair.  Except for ordinary wear and tear and damage,  items which Landlord
is obligated to maintain and repair  pursuant to Section 7.01,  damage caused by
casualty  or  condemnation  and  damage  caused  by the  negligence  or  willful
misconduct  of  Landlord,  its agents or  employees  and which is not covered by
insurance  of the type Tenant is required to carry under this Lease,  the actual
cost of all repairs and  maintenance  to the Leased  Premises  shall be borne by
Tenant, who shall be separately billed and shall reimburse Landlord for the same
as Additional Rent, or as a part of Operating Expenses.

SECTION 7.03.     ALTERATIONS.

Except for Permitted  Alterations  (as defined  below),  Tenant shall not permit
alterations  in or to the Leased  Premises  unless and until the plans have been
approved  by  Landlord  in writing,  which  approval  shall not be  unreasonably
withheld,  conditioned or delayed. As a condition of such approval, Landlord may
require Tenant to remove the  alterations  and restore the Leased  Premises upon
termination of this Lease;  otherwise,  all such alterations shall at Landlord's
option  become a part of the realty and the property of Landlord,  and shall not
be  removed  by  Tenant.  Notwithstanding  the  foregoing,  Tenant  shall not be
obligated to remove any of  Landlord's  Work or any  Permitted  Alterations  and


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<PAGE>

Landlord may not require  Tenant to remove any other  alterations  that are of a
type customary for first-class  office  buildings.  Tenant shall ensure that all
alterations  shall be made in accordance with all applicable  laws,  regulations
and building codes, in a good and workmanlike  manner and of quality equal to or
better  than the  original  construction  of the  Building.  No person  shall be
entitled to any lien  derived  through or under Tenant for any labor or material
furnished to the Leased  Premises,  and nothing in this Lease shall be construed
to  constitute a consent by Landlord to the creation of any lien. If any lien is
filed  against  the Leased  Premises  for work  claimed to have been done for or
material claimed to have been furnished to Tenant,  Tenant shall cause such lien
to be discharged  of record  within thirty (30) days after filing.  Tenant shall
indemnify  Landlord  from all costs,  losses,  expenses and  attorneys'  fees in
connection   with  any   construction   or  alteration  and  any  related  lien.
Notwithstanding  anything to the  contrary  set forth  hereinabove,  Tenant may,
without  Landlord's  prior approval but with written  notice to Landlord,  along
with  permits  and  drawings  to the  extent  required,  make  any  alterations,
improvements or additions to the Leased Premises ("Permitted  Alterations"),  so
long as they (i) do not affect the  Building  structure,  (ii) do not  adversely
affect the value of the Building, (iii) do not materially,  adversely affect any
of the Building systems, (iv) are not visible from the exterior of the Building,
(v)  are of a type  customary  for  first-class  office  buildings,  (vi) do not
materially  increase the cost of  demolition of the Premises  Improvements,  and
(vii) only if and to the extent the  alteration  is of a type not  customary for
first-class  office  buildings,  restore  the  affected  portion  of the  Leased
Premises to its condition prior to such modification.

ARTICLE 8 - CASUALTY

SECTION 8.01.     CASUALTY.

In the event of total or  partial  destruction  of the  Building  or the  Leased
Premises by fire or other  casualty,  Landlord  agrees to  promptly  restore and
repair same; provided, however, Landlord's obligation hereunder shall be limited
to the reconstruction of the Building  Improvements.  Rent shall proportionately
abate  during the time that the Leased  Premises or part  thereof  are  unusable
because  of any  such  damage.  Notwithstanding  the  foregoing,  if the  Leased
Premises are (i) so destroyed that they cannot be repaired or rebuilt within one
hundred eighty (180) days from the casualty date, or if the Leased  Premises are
materially  damaged  during the last year of the Term and Tenant has not already
or does not within thirty (30) days thereafter  elect to extend the Term of this
Lease for the  Extended  Term;  or (ii)  destroyed  by a  casualty  which is not
covered by insurance of the type  required to be carried by Landlord  hereunder;
then,  in ease of a clause (i) casualty,  either  Landlord or Tenant may, or, in
the case of a clause (ii)  casualty,  then  Landlord may, upon thirty (30) days'
written notice to the other party,  terminate this Lease with respect to matters
thereafter accruing.  If neither party elects to terminate,  or if neither party
has the right to terminate  this Lease,  Landlord  shall  promptly  commence the
restoration  and  diligently  pursue  it to  completion  as soon  as  reasonably
possible.

SECTION 8.02.     ALL RISK COVERAGE INSURANCE.

During the Lease Term,  Landlord shall  maintain all risk coverage  insurance on
the Building  including rent loss coverage,  in types,  amounts and duration and
covering  such losses,  as is  customarily  carried by present  owner of similar
first-class office buildings in the I-85/Gwinnett  market (in an amount equal to


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<PAGE>

the full replacement cost thereof,  excluding all leasehold  improvements),  but
not leasehold improvements or Tenant's personal property on the Leased Premises.
Notwithstanding  the provisions of SECTION 9.01 and SECTION 9.03,  neither party
shall be liable for any damage to the  other's  property,  regardless  of cause,
including the negligence of either party and its employees, agents and invitees.
Each party hereby  expressly  waives any right of recovery against the other for
damage to any property  located in or about the Leased Premises or the Building,
however caused, including the negligence of the other and its employees,  agents
and  invitees,  each  party  hereby  agreeing  to look  solely to its  insurance
coverage  (and/or  to its own funds  with  respect  to  deductible  amounts  and
retained  risk  amounts)  with respect to any  property  damage.  All  insurance
policies  maintained  by  Landlord  and Tenant as  provided  in this Lease shall
contain an agreement by the insurer  waiving the insurer's  right of subrogation
against the other party to this Lease.

ARTICLE 9 - LIABILITY INSURANCE

SECTION 9.01.     TENANT'S RESPONSIBILITY.

Tenant shall assume the risk of, be  responsible  for,  have the  obligation  to
insure  against,  and  indemnify  Landlord and hold it harmless from any and all
liability  for any loss of or damage or injury to any  person  (including  death
resulting therefrom) or property occurring in the Leased Premises, regardless of
cause,  except for any loss or damage  covered by  Landlord's  all risk coverage
insurance as provided in SECTION 8.02 and except for that caused directly by the
negligence or willful misconduct of Landlord or its employees, agents, customers
or invitees;  and Tenant hereby releases Landlord from any and all liability for
the same.  Tenant's obligation to indemnify Landlord hereunder shall include the
duty to defend  against any claims  asserted  by reason of such loss,  damage or
injury  and to  pay  any  judgments,  settlements,  costs,  fees  and  expenses,
including reasonable,  actual attorneys' fees, incurred in connection therewith.
This  provision  shall  survive the  expiration or earlier  termination  of this
Lease.

SECTION 9.02.     LIABILITY INSURANCE.

Tenant shall carry insurance, issued by one or more insurance companies having a
rating according to Best's Insurance Guide of A-/X or better, with the following
minimum coverages:

(a)      Worker's Compensation: minimum statutory amount.

(b)      Commercial General Liability Insurance,  including blanket, contractual
         liability,  broad form  property  damage,  personal  injury,  completed
         operations,   products  liability,  and  fire  damage:  Not  less  than
         $3,000,000  Combined  Single Limit for both bodily  injury and property
         damage written on an occurrence basis (not a claims made basis).

(c)      All Risk  Coverage,  Vandalism  and Malicious  Mischief,  and Sprinkler
         Leakage insurance,  if applicable,  for the full cost of replacement of
         Tenant's personal property.

(d)      Tenant  will  either  obtain  insurance  or self  insure  for  business
         interruption.   Except  as  otherwise   specifically  provided  herein,
         (including  within such exception any rent abatement  rights  expressly
         provided  for in  this  Lease),Tenant  acknowledges  that  Landlord  is
         released from any liability  arising during the term of the Lease which


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<PAGE>

         would have been covered by business interruption  insurance,  if Tenant
         had carried such insurance.

The insurance  policies shall protect Tenant and Landlord as their interests may
appear, naming Landlord and Landlord's managing agent and mortgagee (but only if
Tenant has been provided with notice of the names and addresses of such parties)
as additional insureds,  and shall provide that they may not be canceled on less
than thirty (30) days' prior  written  notice to Landlord.  Tenant shall furnish
Landlord with Certificates of Insurance  evidencing all required coverages on or
before  the  Commencement  Date.  If Tenant  fails to carry such  insurance  and
furnish  Landlord with such  Certificates of Insurance after a request to do so,
Landlord may obtain such insurance and collect the cost thereof from Tenant.

In addition to the  insurance  required by Section  8.02 above,  Landlord  shall
carry workers compensation  insurance in amounts required by Georgia law as well
as commercial general liability insurance covering the Building and Common Areas
in the form required by Section  9.02(b) above and with combined  single limits,
for both bodily injury and property damage,  of not less than  $3,000,000,  such
commercial general liability insurance to be written on an occurrence basis (and
not a claims made basis).

SECTION 9.03.     LANDLORD'S RESPONSIBILITY.

Landlord  shall assume the risk of, be  responsible  for, have the obligation to
insure  against (as described in Section 9.02 above),  and indemnify  Tenant and
hold it harmless from, any and all liability for any loss of or damage or injury
to person (including death resulting therefrom) or property (other than Tenant's
property  as  provided  in SECTION  8.02)  occurring  in, on or about the Common
Areas,  or on any other portion of the Building,  Property or Project other than
the  Leased  Premises,  regardless  of  cause,  except  for that  caused  by the
negligence or willful misconduct of Tenant or its employees,  agents,  customers
or invitees;  and Landlord hereby releases Tenant from any and all liability for
the same.  Landlord's obligation to indemnify Tenant hereunder shall include the
duty to defend  against any claims  asserted  by reason of such loss,  damage or
injury  and to  pay  any  judgments,  settlements,  costs,  fees  and  expenses,
including reasonable,  actual attorneys' fees, incurred in connection therewith.
This  provision  shall  survive the  expiration or earlier  termination  of this
Lease.

ARTICLE 10 - EMINENT DOMAIN

If all or any substantial part of the Building or Common Areas shall be acquired
by the exercise of eminent  domain  Landlord may terminate  this Lease by giving
written notice to Tenant on or before the date  possession  thereof is so taken.
If all or any part of the Leased  Premises (or all or any part of the  Building,
Common Areas or portions of the  Property or Project that provide  access to the
Building  or Leased  Premises),  shall be  acquired  by the  exercise of eminent
domain so that the Leased  Premises are no longer  suitable  for  Tenant's  use,
Tenant may terminate  this Lease by giving  written notice to Landlord as of the
date  possession  thereof  is so taken.  All  damages  awarded  shall  belong to
Landlord; provided, however, that Tenant, as part of the overall award, shall be
entitled  to the  value of any  leasehold  improvements  installed  at  Tenant's
expense,  business  interruption costs, moving expenses (other than the value of


                                       21
<PAGE>

Tenant's  easehold  estate),  to which  Tenant is entitled  under  Georgia  law,
provided such amounts are proportionately awarded to Landlord and Tenant.

ARTICLE 11 - ASSIGNMENT AND SUBLEASE

Tenant shall not assign this Lease or sublet the Leased  Premises in whole or in
part without  Landlord's  prior  written  consent,  which  consent  shall not be
unreasonably  withheld,  delayed,  conditioned  or  denied.  In the event of any
permitted  assignment  or  subletting,  Tenant  shall  remain  primarily  liable
hereunder.  In the event of any  permitted  subletting,  no  subtenant  shall be
entitled to exercise any extension,  expansion, rights of first offer, rights of
first  refusal or other  options  granted to Tenant  under this Lease,  but such
right shall be exercisable by any permitted  assignee or all of Tenant's  rights
under this Lease.  The  acceptance  of rent from any other  person  shall not be
deemed to be a waiver of any of the  provisions of this Lease or to be a consent
to the  assignment  of this  Lease or the  subletting  of the  Leased  Premises.
Without  in any way  limiting  Landlord's  right to  refuse  to  consent  to any
assignment or subletting of this Lease, Landlord reserves the right to refuse to
give such consent if in Landlord's  reasonable  opinion (i) the Leased  Premises
are or may be in any way  materially,  adversely  affected;  (ii)  the  business
reputation of the proposed  assignee or subtenant is unacceptable;  or (iii) the
financial  worth of the proposed  assignee or subtenant is  insufficient to meet
the  obligations  of its  sublease or  assignment.  Tenant  agrees to  reimburse
Landlord in an amount equal to $500.00 in  conjunction  with the  processing and
documentation of any requested assignment, subletting or any other hypothecation
of this Lease or Tenant's interest in and to the Leased Premises.

Notwithstanding the foregoing,  Tenant may freely transfer and assign this Lease
or sublet all or any portion of the Leased Premises,  without Landlord's consent
(i) in connection  with any merger,  consolidation  or sale of assets of Tenant,
provided  such company has a net worth equal to or greater  than  Tenant's as of
the date of such  proposed  assignment  or  subletting;  or (ii) to any  parent,
affiliate or subsidiary of Tenant, ; provided, however, that any such assignment
or subletting  shall not result in Tenant being released or discharged  from any
liability  under this  Lease,  including  but not  limited  to, its  obligations
regarding  the Letter of Credit.  Tenant  shall  provide  Landlord  with written
notice of such  assignment  or  subletting  prior to or promptly  following  the
effective date of such assignment or subletting.

Notwithstanding  anything contained in this Lease to the contrary,  Tenant shall
have the right, without Landlord's consent, to collaterally assign this Lease to
any  lender  providing  financing  to  Tenant  or to any  parent,  affiliate  or
subsidiary  of Tenant  including  but not  limited to rights of such  lenders to
foreclose or assign Tenant's rights hereunder ; provided however,  that Tenant's
obligations  regarding the Letter of Credit remain in place,  and are applicable
to any  successor  tenant  (including  the  lender),  that any such lender shall
assume and remain liable for Tenant's lease obligations herein, and in the event
of any proposed assignment of Tenant's rights hereunder, Landlord shall continue
to have all of its  rights  relating  to  subletting  and  assignment  hereunder
including the right to approve any such successor  tenant.  Without limiting the
foregoing,  Landlord shall, within five (5) days after demand therefor,  execute
and deliver such  instruments  as may  reasonably be requested by such lender to
confirm  Landlord's  consent to such collateral  assignment  without any further
consideration. In addition, Landlord agrees upon request of any lender providing
financing  to Tenant to  subordinate  in  writing,  on form  attached  hereto as


                                       22
<PAGE>

EXHIBIT M, any lien  rights  which  Landlord  may have  against  Tenant's  trade
fixtures,  equipment and other items of personal property pursuant to this Lease
or any applicable law.

ARTICLE 12 - TRANSFERS BY LANDLORD

SECTION 12.01.    SALE OF THE BUILDING.

Landlord  shall have the right to sell the Building at any time during the Lease
Term,  subject  only to the  rights  of  Tenant  hereunder;  and,  provided  the
purchaser  expressly  assumes all of Landlord's  duties or obligations such sale
shall operate to release  Landlord for liability for any matters  assumed by the
successor landlord.

SECTION 12.02.    SUBORDINATION.

This Lease and  Tenant's  interest  hereunder  shall at all times be subject and
subordinate to the lien and security title of any deeds to secure debt, deeds of
trust, mortgages, or other interests heretofore or hereafter granted by Landlord
or which  otherwise  encumber or affect the Leased  Premises  and to any and all
advances   to  be  made   thereunder   and  to  all   renewals,   modifications,
consolidations,  replacements,  substitutions,  and  extensions  thereof (all of
which  are  herein  called  the  "Mortgage");   provided,   however,  that  such
subordination  is  conditioned  upon  delivery  to  Tenant  of a  subordination,
non-disturbance  attornment  agreement,  in form  substantially  similar to that
attached as EXHIBIT K. The failure of Tenant to execute such a form,  shall be a
breach of covenant which will entitle  Landlord to pursue the remedies  provided
in this Lease.

SECTION 12.03.    ESTOPPEL CERTIFICATE.

Within  ten (10)  business  days  following  receipt of a written  request  from
Landlord,  Tenant  shall  execute  and deliver to  Landlord,  without  cost,  an
estoppel certificate  certifying (i) that this Lease is in full force and effect
and unmodified or stating the nature of any modification, (ii) the date to which
rent has been paid, (iii) that there are not, to Tenant's knowledge, any uncured
defaults or  specifying  such  defaults if any are  claimed,  and (iv) any other
factual matters respecting the status of this Lease. Such estoppel may be relied
upon by Landlord and by any  purchaser or mortgagee of the Building who is named
therein.

                  (Remainder of Page Intentionally Left Blank)



                                       23
<PAGE>



ARTICLE 13 - DEFAULT AND REMEDY

SECTION 13.01.    DEFAULT.

The occurrence of any of the following shall be a "Default":

         (a) Tenant fails to pay any Monthly  Rental  Installment  or Additional
Rent when due, or Tenant fails to pay any other amounts due Landlord from Tenant
within ten (10) days after  invoice and, in either  event,  such  failure  shall
continue for five (5) business days after notice from Landlord to Tenant.

         (b)  Tenant  fails to perform or  observe  any other  term,  condition,
covenant  or  obligation  required  under this Lease for a period of thirty (30)
days after notice thereof from Landlord;  provided,  however, that if the nature
of  Tenant's  default  is such that more than  thirty  (30) days are  reasonably
required to cure, then such default shall be deemed to have been cured if Tenant
commences  such  performance  within said thirty (30) day period and  thereafter
diligently completes the required action within a reasonable time.

         (c)  Tenant  shall  assign or sublet  all or a  portion  of the  Leased
Premises in contravention of the provisions of Article 11 of this Lease.

         (d) All or substantially  all of Tenant's assets in the Leased Premises
or Tenant's  interest in this Lease are attached or levied under  execution (and
Tenant  does not  discharge  the same  within  sixty  (60) days  thereafter);  a
petition in bankruptcy, insolvency or for reorganization or arrangement is filed
by or against  Tenant (and Tenant  fails to secure a stay or  discharge  thereof
within sixty (60) days  thereafter);  Tenant is insolvent  and unable to pay its
debts as they become due;  Tenant makes a general  assignment for the benefit of
creditors;  Tenant  takes the  benefit  of any  insolvency  action  or law;  the
appointment  of a receiver or trustee in bankruptcy  for Tenant or its assets if
such  receivership  has not been  vacated or set aside  within  thirty (30) days
thereafter;  or,  dissolution or other termination of Tenant's corporate charter
if Tenant is a corporation.

         (e) Tenant  fails to deliver or renew its Letter of Credit as  required
under Article 4 and other provisions of this Lease.

SECTION 13.02.    REMEDIES.

Upon the occurrence of any Default, Landlord shall have the following rights and
remedies,  in addition to those allowed by law or in equity,  any one or more of
which may be exercised without further notice to Tenant:

         (a)  Landlord  may apply the  Security  Deposit or re-enter  the Leased
Premises and cure any default of Tenant,  and Tenant shall reimburse Landlord as
Additional Rent for any costs and expenses which Landlord  thereby  incurs;  and
Landlord  shall not be liable to Tenant for any loss or damage  which Tenant may
sustain by reason of Landlord's action.



                                       24
<PAGE>

         (b) Landlord may  terminate  this Lease or,  without  terminating  this
Lease,  terminate  Tenant's right to possession of the Leased Premises as of the
date of such Default,  and thereafter (i) neither Tenant nor any person claiming
under or through Tenant shall be entitled to possession of the Leased  Premises,
and Tenant shall immediately surrender the Leased Premises to Landlord; and (ii)
Landlord may re-enter the Leased  Premises and  dispossess  Tenant and any other
occupants  of the  Leased  Premises  by any lawful  means and may  remove  their
effects, without prejudice to any other remedy which Landlord may have. Upon the
termination of this Lease,  Landlord may declare an amount, if any, equal to the
present value  (discounted  at the Prime Rate) of all rent which would have been
due under this Lease for the balance of the Lease Term,  minus the then  current
fair market value of the Leased Premises, which shall include without limitation
expenses of preparing the Leased Premises for re-letting,  demolition,  repairs,
tenant finish  improvements,  brokers'  commissions and attorneys' fees, for the
balance of the Lease Term, to be immediately due and payable,  whereupon  Tenant
shall be obligated to pay the same to Landlord,  it being  expressly  understood
and agreed that the  liabilities  and remedies  specified in this subsection (b)
shall survive the termination of this Lease.

         (c) Landlord may. without  terminating this Lease,  re-enter the Leased
Premises and re-let all or any part thereof for a term different from that which
would otherwise have  constituted the balance of the Lease Term and for rent and
on terms and conditions different from those contained herein,  whereupon Tenant
shall be  immediately  obligated  to pay to Landlord as  liquidated  damages the
present value (discounted at the Prime Rate) of the difference  between the rent
provided  for herein and that  provided  for in any lease  covering a subsequent
re-letting of the Leased  Premises,  for the period which would  otherwise  have
constituted  the  balance of the Lease  Term,  together  with all of  Landlord's
Default Damages.

         (d) Landlord may sue for  injunctive  relief or to recover  damages for
any loss resulting from the Default.

SECTION 13.03.    LANDLORD'S DEFAULT AND TENANT'S REMEDIES.

If Landlord  fails to pay any  amounts due to Tenant  under this Lease and shall
not cure such failure within ten (10) business days following Tenant's notice to
Landlord  (and to the holder of any  Mortgage)  or if Landlord  fails to keep or
perform any of its obligations  under this Lease and shall not cure such failure
within thirty (30) days following Tenant's notice to Landlord (and to the holder
of any  Mortgage),  Landlord  shall be in default  under this  Lease;  provided,
however,  if the  failure is of a nature that it cannot be cured  within  thirty
(30) days,  Landlord  shall not be in default so long as Landlord  commences the
cure within such thirty (30) day period and diligently and continuously  pursues
the cure to completion as soon as reasonably  possible.  Upon the  occurrence of
any default by  Landlord in the payment of money due to Tenant  under this Lease
which  default  remains  uncured  for  the  period  described  in the  preceding
sentence,  Tenant may offset the amount due, plus interest at the rate specified
in  Section  2.4,  against  the next  Monthly  Rental  Installment  and  monthly
installment of Annual Rental  Adjustment  due under this Lease,  but in no event
shall Tenant be entitled to offset  against more than 50% of any Minimum  Annual
Rent or monthly  installment of Annual Rental Adjustment  installment until such
time as Tenant must offset against 100% of the remaining  Minimum Annual Rent to
recoup its costs  prior to the  expiration  of this  Lease.  In the event of any
default by Landlord  in any of its  non-monetary  obligations  under this Lease,
Tenant may pursue either of the following remedies:  (i) take any and all action


                                       25
<PAGE>

reasonably  necessary to cure Landlord's default and offset the costs reasonably
incurred  by Tenant to effect  such cure,  subject to the  provisions  set forth
below;  (ii) if and only if Tenant's use of a substantial  portion of the Leased
Premises  for normal  business  operations  has been  materially  and  adversely
effected and the cost to Tenant to cure is so  excessive  as to be  unreasonable
for Tenant to expend such sums, Tenant may terminate this Lease,  subject to the
provisions  set forth below;  provided,  however,  Tenant may not exercise  this
termination  right  until  after the thirty  (30) day cure  period  provided  to
Landlord  above has expired and Tenant has  provided  the holder of any Mortgage
written notice of the Landlord's  default and afforded such holder an additional
twenty (20) days  opportunity  to cure  Landlord's  failure (or if such  failure
cannot  reasonably  be cured within such twenty (20) day period,  Tenant may not
terminate if the holder of such  Mortgage  commences the cure within such twenty
(20) day period and diligently  pursues the cure to completion within sixty (60)
days of the second  notice to the holder);  or (iii)  pursue any other  remedies
available  to  Tenant  at  law or in  equity.  Notwithstanding  anything  to the
contrary set forth  hereinabove,  Tenant may not exercise the remedy provided in
item (i), (ii) or (iii) above without first  providing  Landlord  written notice
which  notice  must  describe,  in  detail,  the cure  which  Tenant  intends to
undertake  or that Tenant  intends to  terminate.  Landlord  shall have ten (10)
business days following its receipt of Tenant's  notice to notify Tenant that it
does not believe that  Landlord is in default or that  Landlord does not believe
that the cure which  Tenant has  described  in its notice is  necessary  or that
Landlord does not believe the conditions  described above for  termination  have
been met. If Landlord provides such notice, the parties shall negotiate, in good
faith,  for ten (10)  business days to resolve  their  dispute  concerning  what
action  needs to be taken with  respect to the  alleged  default by  Landlord or
whether  Tenant is entitled to  terminate.  If the parties are unable to resolve
that dispute, then, prior to undertaking such self-help remedy, the dispute must
be  submitted  to the  Atlanta,  Georgia  Chapter  of the  American  Arbitration
Association for resolution. The determination of that arbitration panel shall be
final and binding  upon both  Landlord  and  Tenant.  If the  arbitration  panel
decides  in  Tenant's  favor,  Tenant may  undertake  the cure as  described  in
Tenant's notice (or as approved by the arbitration  panel) or terminate,  as the
case may be. Tenant may offset the costs reasonably incurred by Tenant to effect
such cure against the next Monthly Rental Installment and monthly installment of
Annual Rental Adjustment;  provided, however, Tenant may not offset against more
than  fifty  percent  (50%)  of  any  Monthly  Rental  Installment  and  monthly
installment of Annual Rental  Adjustment  installment  until such time as Tenant
must  offset  against  100% of the  remaining  Minimum  Annual  Rent and monthly
installment  of  Annual  Rental  Adjustment  to recoup  its  costs  prior to the
expiration of the Lease.
SECTION 13.04. LIMITATION OF LANDLORD'S LIABILITY.

If Landlord  shall fail to perform any term,  condition,  covenant or obligation
required  to be  performed  by it under  this  Lease and if Tenant  shall,  as a
consequence  thereof,  recover a money judgment against Landlord,  Tenant agrees
that it shall look solely to (i) Landlord's right,  title and interest in and to
the Building and the  Property,  (ii) the proceeds of any casualty  insurance or
any condemnation  award not applied in accordance with this Lease, (iii) the net
income from the Building  following the occurrence of any Landlord default,  and
(iv) the net  proceeds of any sale of the  Building  and the  Property,  for the
collection of such  judgment;  and Tenant further agrees that no other assets of
Landlord  shall  be  subject  to  levy,  execution  or  other  process  for  the
satisfaction of Tenant's judgment.



                                       26
<PAGE>

SECTION 13.05.    NONWAIVER OF DEFAULTS.

Neither  party's failure or delay in exercising any of its rights or remedies or
other  provisions of this Lease shall  constitute a waiver thereof or affect its
right thereafter to exercise or enforce such right or remedy or other provision.
No waiver of any  default  shall be deemed to be a waiver of any other  default.
Landlord's  receipt of less than the full rent due shall not be  construed to be
other than a payment on account  of rent then due,  nor shall any  statement  on
Tenant's check or any letter accompanying Tenant's check be deemed an accord and
satisfaction.  No act or omission by Landlord or its  employees or agents during
the Lease  Term  shall be deemed an  acceptance  of a  surrender  of the  Leased
Premises,  and no agreement to accept such a surrender  shall be valid unless in
writing and signed by Landlord.

SECTION 13.06.    ATTORNEYS' FEES.

If either party  defaults in the  performance or observance of any of the terms,
conditions,   covenants  or   obligations   contained  in  this  Lease  and  the
non-defaulting  party obtains a judgment against the defaulting  party, then the
defaulting party agrees to reimburse the non-defaulting party for the reasonable
attorneys' fees incurred in connection therewith.

ARTICLE 14         - LANDLORD'S RIGHT TO RELOCATE TENANT

This Section intentionally deleted.

ARTICLE 15 - TENANT'S RESPONSIBILITY REGARDING ENVIRONMENTAL
LAWS AND HAZARDOUS SUBSTANCES

SECTION 15.01.    ENVIRONMENTAL DEFINITIONS.

         A.  "Environmental  Laws" - All  present or future  federal,  state and
municipal   laws,   ordinances,   rules  and   regulations   applicable  to  the
environmental  and ecological  condition of the Leased  Premises,  the rules and
regulations of the Federal Environmental Protection Agency or any other federal,
state or municipal  agency or governmental  board or entity having  jurisdiction
over the Leased Premises.

         B.  "Hazardous  Substances"  - Those  substances  included  within  the
definitions of "hazardous substances," "hazardous materials," "toxic substances"
"solid waste" or "infectious waste" under Environmental Laws.

SECTION 15.02.    COMPLIANCE.

Tenant,  at  its  sole  cost  and  expense,   shall  promptly  comply  with  the
Environmental  Laws including any notice from any source issued  pursuant to the
Environmental  Laws or issued by any  insurance  company  which shall impose any
duty upon Tenant with respect to the use,  occupancy,  maintenance or alteration
of the Leased  Premises  whether  such notice  shall be served upon  Landlord or
Tenant.

SECTION 15.03.    RESTRICTIONS ON TENANT.


                                       27
<PAGE>

Tenant shall operate its business and maintain the Leased Premises in compliance
with  all  Environmental  Laws.  Tenant  shall  not  cause  or  permit  the use,
generation, release, manufacture,  refining, production,  processing, storage or
disposal of any Hazardous Substances on, under or about the Leased Premises,  or
the  transportation to or from the Leased Premises of any Hazardous  Substances,
except as necessary and appropriate for its Permitted Use in which case the use,
storage  or  disposal  of  such  Hazardous  Substances  shall  be  performed  in
compliance with the Environmental  Laws and the highest standards  prevailing in
the industry.

SECTION 15.04.    NOTICES, AFFIDAVITS, ETC.

Tenant shall  immediately  notify  Landlord of (i) any violation by Tenant,  its
employees, agents,  representatives,  customers,  invitees or contractors of the
Environmental  Laws on,  under or about  the  Leased  Premises  of which  Tenant
becomes  aware,  or (ii) the  presence or  suspected  presence of any  Hazardous
Substances on, under or about the Leased  Premises of which Tenant becomes aware
and shall promptly deliver to Landlord any notice received by Tenant relating to
(i) and (ii) above from any source.

SECTION 15.05.    LANDLORD'S RIGHTS.

Landlord  and its agents  shall have the right,  but not the duty,  upon advance
notice and with the  accompaniment  of an employee of Tenant (except in the case
of emergency  when no notice  shall be required) to inspect the Leased  Premises
(except  Secure  Areas) and conduct  tests  thereon to determine  whether or the
extent to which there has been a violation  of  Environmental  Laws by Tenant or
whether there are Hazardous  Substances on, under or about the Leased  Premises.
In  exercising  its rights  herein,  Landlord  shall use  reasonable  efforts to
minimize interference with Tenant's business but such entry shall not constitute
an eviction of Tenant, in whole or in part, and Landlord shall not be liable for
any  interference,  loss,  or damage to Tenant's  property  or  business  caused
thereby.

SECTION 15.06.    TENANT'S INDEMNIFICATION.

Tenant shall indemnify  Landlord and Landlord's  managing agent from any and all
claims, losses,  liabilities,  costs, expenses and damages, including attorneys'
fees, costs of testing and remediation costs, incurred by Landlord in connection
with any  breach  by  Tenant of its  obligations  under  this  ARTICLE  15.  The
covenants and obligations  under this ARTICLE 15 shall survive the expiration or
earlier termination of this Lease.

SECTION 15.07.    EXISTING CONDITIONS.

Notwithstanding  anything  contained in this ARTICLE 15 to the contrary,  Tenant
shall not have any  liability to Landlord  under this ARTICLE 15 resulting  from
any  conditions  existing,  or events  occurring,  or any  Hazardous  Substances
existing  or  generated,  at, in,  on,  under or in  connection  with the Leased
Premises  prior to the  Commencement  Date of this  Lease  except to the  extent
Tenant causes or exacerbates the same.




                                       28
<PAGE>





SECTION 15.08.    ADA, TOXIC WASTE:

Landlord  warrants  that, to the best of its knowledge and belief,  the Building
shall be constructed in compliance with all Environmental  Laws.  Landlord shall
agree to remove,  at Landlord's  sole cost and expense,  any hazardous  waste or
toxic  substances,  which may have been used in the construction of the Building
and will indemnify  Tenant for any damages caused as a result of the presence of
any such hazardous  substances in the Building,  if Landlord is responsible  for
such   hazardous   substances,   as  described   above.   Landlord's   cost  for
aforementioned  removal  shall be excluded from the  Operating  Expenses  passed
through  to the  Tenant.  Landlord  further  warrants  that,  to the best of its
knowledge and belief,  no other portions of the Property  currently  contain any
Hazardous  Substances  and that no other  portion of the  Building,  Property or
Project  is in  violation  of any  Environmental  Laws.  Landlord  shall also be
obligated to construct the Building  (including  all Common Areas) in compliance
with the Americans With  Disabilities Act ("ADA") as it exists and is reasonably
interpreted based on current  regulations and judicial  decisions existing as of
the date of this Lease, provided,  however, that Tenant shall be responsible for
the compliance of the Premises  Plans with ADA.  Landlord  shall,  at Landlord's
sole cost and expense, make any alterations to the Building and the Common Areas
required  after the  Commencement  Date to correct  violations  of ADA for which
Landlord is responsible  (as described in the preceding  sentence) and the costs
of such corrections shall be excluded from Operating Expenses.

ARTICLE 16 - MISCELLANEOUS

SECTION 16.01.    BENEFIT OF LANDLORD AND TENANT.

This Lease shall inure to the benefit of and be binding upon Landlord and Tenant
and their respective successors and assigns.

SECTION 16.02.    GOVERNING LAW.

This Lease shall be governed in accordance  with the laws of the State where the
Building is located.

SECTION 16.03.GUARANTY.

SECTION 16.03.    Intentionally Deleted

SECTION 16.04.    FORCE MAJEURE.

Landlord  and  Tenant  (except  with  respect  to the  payment  of any  monetary
obligation and except as expressly limited by Section 2.02B of this Lease) shall
be excused  for the  period of any delay in the  performance  of any  obligation
hereunder when such delay is occasioned by causes beyond its control,  including
but not limited to work stoppages,  boycotts, slowdowns or strikes; shortages of
materials,  equipment,  labor or energy; unusual weather conditions;  or acts or
omissions  of  governmental  or  political  bodies  (hereinafter  called  "Force
Majeure").



                                       29
<PAGE>

SECTION 16.05.    EXAMINATION OF LEASE.

Submission of this  instrument  for  examination or signature to Tenant does not
constitute a  reservation  of or option for Lease,  and it is not effective as a
Lease or otherwise until execution by and delivery to both Landlord and Tenant.

SECTION 16.06.    INDEMNIFICATION FOR LEASING COMMISSIONS.

The  parties  hereby  represent  and warrant  that the only real estate  brokers
involved in the  negotiation  and execution of this Lease are the Brokers.  Each
patty shall  indemnify  the other from any and all  liability  for the breach of
this  representation  and warranty on its part and shall pay any compensation to
any other broker or person who may be entitled thereto.

SECTION 16.07.    NOTICES.

Any notice required or permitted to be given under this Lease or by law shall be
deemed  to have  been  given if it is  written  and  delivered  in  person or by
overnight courier or mailed by certified mail, postage prepaid, to the party who
is to receive such notice at the address  specified in ITEM L of the BASIC LEASE
PROVISIONS.  The time period for  responding to any notice shall begin to run on
the date of actual  receipt of such  notice (but  refusal to accept  delivery or
inability to accomplish  delivery  because the party to whom such notice is sent
can no longer be found at the correct  notice  address,  shall be deemed  actual
receipt).  Either party may change its address by giving  written notice thereof
to the other party.

SECTION 16.08.    PARTIAL INVALIDITY; COMPLETE AGREEMENT.

If  any  provision  of  this  Lease  shall  be  held  to  be  invalid,  void  or
unenforceable,  the remaining  provisions shall remain in full force and effect.
This Lease represents the entire agreement  between Landlord and Tenant covering
everything  agreed upon or  understood  in this  transaction.  There are no oral
promises, conditions, representations,  understandings, interpretations or terms
of any kind as conditions or  inducements  to the execution  hereof or in effect
between the parties. No change or addition shall be made to this Lease except by
a written agreement executed by Landlord and Tenant.

SECTION 16.09.    REPRESENTATIONS AND WARRANTIES.

The  undersigned  represent  and warrant that (i) such party is duly  organized,
validly  existing and in good standing (if  applicable)  in accordance  with the
laws of the  state  under  which  it was  organized;  and  (ii)  the  individual
executing and delivering  this Lease has been properly  authorized to do so, and
such execution and delivery shall bind such party.

SECTION 16.10.    PARKING:

Tenant shall have the right to four (4) parking spaces per 1,000 rentable square
feet of area in the  Building.  Parking is free and  unassigned  throughout  the
initial Term and the Extended  Lease Term,  and  available  for use by Tenant 24
hours per day and 7 days per week.



                                       30
<PAGE>


SECTION 16.11.    SIGNAGE:

Landlord,  at its cost and expense,  shall provide Tenant with Building standard
signage in the main Building directory and Building standard suite signage on or
near the door of the  Leased  Premises.  In the event  Tenant  leases the entire
Building,  Tenant (or an approved assignee) may, throughout the initial Term and
the Extended Lease Term install  illuminated  Building signage fronting I-85 and
one  ground  monument  sign  fronting  North  Brown Road  subject to  reasonable
approval  by  Landlord,  the  requirements  of  the  Protective  Covenants,  and
governing laws. The exact size, location,  design,  number and materials for the
Building and Monument signs are shown on EXHIBIT L attached hereto.  The signage
will be exclusive as long as Tenant is the sole occupant in the Building. In the
event  Tenant or an approved  assignee  or  sublessee  occupies  less than fifty
percent  (50%) of the  Building,  Tenant shall no longer be entitled to Building
and monument  signage.  Tenant shall pay all costs  associated  with the design,
installation and removal of any such signage.

SECTION 16.12.    OPTION TO EXTEND:

If Tenant is not in Default  hereunder on the last day of the initial Lease Term
hereof, Tenant shall have the option (hereinafter called the "Option") to extend
the initial  Lease Term hereof for a period of ten (10) years after the last day
of the initial Lease Term (herein  called the "Extended  Lease Term"),  upon the
same terms and conditions  provided in this Lease, except for the Minimum Annual
Rent, rent escalations and tenant improvement  allowances,  collectively,  which
shall be at fair market  rental rate as  determined  below.  The Option shall be
exercised by written  notice from Tenant to Landlord given on or before the date
that is six (6) months prior to the expiration of the initial Lease Term.

         A. The Annual Base Rental rate under this Lease for the Extended  Lease
         Term shall be determined as follows:

         (i) Within fifteen (15) days following  Tenant's written request,  made
         at least nine (9) months, but not more than twelve (12) months prior to
         the  expiration  of the  initial  Lease  Term,  stating  that Tenant is
         considering  exercising  its Option,  Landlord  shall  deliver  written
         notice to Tenant of  Landlord's  estimation  of the fair market  rental
         rate and shall  thereafter  negotiate  in good faith with  Tenant in an
         attempt to agree upon such fair market rental rate.  The Minimum Annual
         Rent under this  Lease for the  Extended  Lease Term shall be an amount
         equal to the then "fair market rental rate", as hereinafter defined, as
         agreed upon by Landlord and Tenant not later than  forty-five (45) days
         after Tenant's  delivery to Landlord of its preliminary  notice. In the
         event  Landlord and Tenant are unable to agree upon the  definition  of
         the fair market  rental rate  within such  forty-five  (45) day period,
         then the Minimum  Annual Rent for the Extended  Lease Term shall be the
         then "fair market rental rate"  determined by  arbitration  as provided
         below.  The term "fair market  rental rate shall mean the annual rental
         rate  (projected to the date of the  commencement of the Extended Lease
         Term) which Tenant  would  expect to pay and  Landlord  would expect to
         receive under renewal  leases for space of comparable  size and quality
         to the Leased  Premises  for  comparable  office  buildings in the same


                                       31
<PAGE>

         submarket  area and as provided  for in, and upon terms and  conditions
         comparable  to, this Lease covering  renewal lease premises  similar to
         the  Leased  Premises  and taking  into  account  the direct  operating
         expenses payable by Tenant during the Extended Lease Term,  concessions
         offered by landlords,  if any, for such comparable  renewal lease space
         to  the  Leased  Premises,   commissions  paid,  lack  of  any  leasing
         "downtime", increases in base rent and operating expenses and all other
         relevant factors.  If Landlord and Tenant have not reached agreement on
         a fair market rental rate within  forty-five  (45) days after  Tenant's
         delivery to Landlord of Tenant's  preliminary notice,  then, within ten
         (10) days after that date,  each party  shall  appoint  and  employ,  a
         qualified  real  estate  professional  with at least  five  (5)  years'
         experience  immediately prior to the date in question,  to appraise and
         establish  the "fair market  rental rate" for renewal  leases.  The two
         real estate  professionals,  thus  appointed,  shall meet  promptly and
         attempt to agree upon and  establish  said rate or, upon  failing to do
         so,  shall then  jointly  designate  a third real  estate  professional
         within  ten (10) days of the  appointment  of the last two real  estate
         professionals.  If they are unable to agree upon the third real  estate
         professional, either of the parties, after giving five (5) days' notice
         to the  other,  may apply to judge of the  Superior  Court of  Gwinnett
         County,  Georgia (to whose  jurisdiction  for this limited purpose both
         Landlord and Tenant  hereby  consent) for the selection of a third real
         estate professional.  Each of the parties shall pay the cost of its own
         real estate  professional  and each bear one-half  (1/2) of the cost of
         the third real estate  professional.  Within thirty (30) days after the
         selection of the third real estate professional,  the third real estate
         professional  shall select as "fair market rental rate" either the rate
         suggested by Landlord's real estate  professional or the rate suggested
         by Tenant's real estate  professional,  but no other amount.  In any of
         said events, the determination so chosen shall be final, conclusive and
         binding upon both Landlord and Tenant.

         (ii) There  shall be no further  extensions  or  renewals  of the Lease
         Term, except as expressly agreed to by the parties hereto in writing.

         (iii)  During  the  Extended   Lease  Term,   Landlord  shall  have  no
         obligations  to make any  alterations  or  improvements  to the  Leased
         Premises.

         (iv) Landlord  shall have no  obligation in the Extended  Lease Term to
         pay any  allowances,  or similar items to Tenant,  except to the extent
         agreed by the parties or determined by the  appraisers,  as part of the
         fair market rental rate.

SECTION 16.13.    COMPLIANCE WITH PROTECTIVE COVENANTS.

In addition to and without in any way  limiting any of the other  provisions  of
this Lease,  Tenant and Landlord shall comply with the Protective  Covenants and
with any  changes  to the  Protective  Covenants  duly  adopted  so long as such
changes do not  materially  and  adversely  interfere  with  Tenant's use of the
Leased Premises, Tenant's parking rights or Tenant's access to the Property, the
Building or the Leased Premises.  It is expressly  acknowledged that all uses of
the Building and Leased  Premises are subject to the  covenants,  conditions and
restrictions of the Protective  Covenants,  but Landlord  hereby  represents and
warrants  that the  Permitted  Use and the terms of this Lease are in compliance
with the Protective Covenants.



                                       32
<PAGE>

SECTION 16.14.    ACCESS AND SECURITY SYSTEM.

Landlord shall furnish Tenant with up to four (4) computerized  access cards per
1,000  rentable  square feet of space in the Leased  Premises  for the  Building
standard  corridor doors entering the Building.  Additional keys (or cards) will
be furnished by Landlord upon an order signed by Tenant and at Tenant's expense.
All such keys (or cards) shall remain the  property of Landlord.  No  additional
locks  shall be allowed on any door of the Leased  Premises  without  Landlord's
permission,  and Tenant shall not make or permit to be made any  duplicate  keys
(or cards), except those furnished by Landlord.  Landlord shall permit Tenant to
install, maintain and remove, at Tenant's sole cost and expense, a separate card
access  system  within the Leased  Premises,  provided that Tenant shall provide
Landlord  with means of access.  Upon  expiration or other  termination  of this
Lease  (other than Tenant  default),  Tenant  shall have the right to remove the
security/access system in the Leased Premises provided Tenant repairs any damage
to the Leased Premises caused by such removal, or Tenant may choose to leave the
system,  provided that Tenant shall surrender to Landlord all keys (or cards) to
any locks on doors entering or within the Leased Premises,  and give to Landlord
the  explanation of the  combination  of all locks for safes,  safe cabinets and
vault doors, if any, in the Leased Premises.

SECTION 16.15.    YEAR 2000

Landlord  hereby  represents to Tenant that,  to the best of  Landlord's  actual
knowledge and belief,  all utilities and services  provided by Landlord by means
of  Building  systems  containing  time  and date  related  codes  and  internal
programs,  whether  computerized  or not,  are "Year 2000  Compliant"  and shall
continue  without  interruption  throughout  the  Term  of  this  Lease.  Tenant
recognizes  that Landlord  cannot  provide Tenant with a warranty or a guarantee
that there will be no interruption,  because Landlord depends on the efforts and
affirmations of third parties that are beyond Landlord's control.

SECTION 16.16.    RIGHT OF FIRST OFFER

Provided that (i) Tenant is not in Default beyond any  applicable  cure periods,
(ii) the  creditworthiness of Tenant is materially the same as or better than on
the  Commencement  Date,  and (iii) the  current  use of the Leased  Premises is
consistent with the Permitted Use hereunder,  Tenant shall notify Landlord on or
before  August 15,  2000 of its desire to  exercise  its Right of First Offer to
lease Floors One and Two and/or on or before  December 15, 2000 of its desire to
exercise  its Right of First  Offer to lease Floor  Three of the  Building  (the
"Offer Space"). If Tenant exercises its right with respect to any of such floors
on or before the applicable  date  specified,  the applicable  floor(s) shall be
automatically  added to the  Leased  Premises  on all the terms  and  conditions
applicable to the remainder of the Leased Premises  including the same Base Rent
and Allowance.  Should Tenant fail to exercise this option and such space in the
Building is leased to one or more third party tenants, Tenant shall again have a
Right of First  Offer to lease such space when such third  party  lease  expires
with no  options  for the  current  tenant of such  space to extend and space is
vacated.  Landlord shall notify Tenant in writing  ("Landlord's  Notice") of the
availability  of such space (and the terms and  conditions  upon which  Landlord
proposes to lease such space)  before  entering  into a lease with a third party
for such Offer Space.  Tenant shall have ten (10) business days from its receipt
of  Landlord's  Notice to deliver to Landlord a written  acceptance  agreeing to
lease  the  Offer  Space on the terms and  conditions  contained  in  Landlord's


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Notice.  In the event Tenant fails to notify  Landlord of its acceptance  within
said ten (10) business day period,  such failure shall be conclusively  deemed a
waiver of  Tenant's  Right of First Offer and a  rejection  of the Offer  Space,
whereupon  Tenant  shall have no further  rights with respect to the Offer Space
and Landlord  shall be free to lease the Offer Space to a third party.  The Base
Rent for any such period for the original  Leased  Premises  shall be determined
pursuant to Section 16.12.  Tenant's  Extension  Option will remain in effect at
the end of the extension  period described  herein.  In the event Tenant accepts
the Offer Space within the first twelve (12) months of the original  Lease Term,
the Minimum  Annual Rent for the Offer Space shall be equal to the then  current
Minimum  Annual Rent of the Leased  Premises.  In the event  Tenant  accepts the
Offer Space after the  twelfth  (12th)  month of the  original  Lease Term,  the
Minimum  Annual Rent for the Offer  Space  shall be equal to the Minimum  Annual
Rent which is then being quoted by Landlord to  prospective  new tenants for the
Offer Space, excluding free rent and other concessions,  provided,  however that
in no event  shall  Tenant's  Minimum  Annual Rent per square foot for the Offer
Space be less than the then current  Minimum Annual Rent per square foot payable
for the original Leased  Premises.  In the event that Tenant desires to exercise
its Right of First Offer for any Offer Space but Tenant  disagrees with the rate
set forth in Landlord's Notice, then the Minimum Annual Rent for the Offer Space
will be the fair market  rental rate as  determined  pursuant to Section  16.12.
Such  expansion  shall cause the Letter of Credit to be increased in  accordance
with the provisions set forth in this Lease.

         IN WITNESS  WHEREOF,  the parties hereto have executed this Lease as of
the day and year first above written.

                                    LANDLORD:

                                    1745 NORTH BROWN ROAD, LLC,
                                    a Georgia limited liability company

                                    By:  /S/ ROBERT M. CHAPMAN

                                    Printed: ROBERT M. CHAPMAN

                                    Title: REGIONAL EXECUTIVE VICE PRESIDENT
                                           Atlanta/Texas

                  (SIGNATURES CONTINUED ON THE FOLLOWING PAGE)



                                       34
<PAGE>




                                    TENANT:

                                    KMC TELECOM HOLDINGS, INC., a
                                    Delaware corporation

                                    By  /S/ JAMES D. GRENFELL

                                    Printed: JAMES D. GRENFELL

                                    Title: EXEC. VICE PRESIDENT, CFO

TENANT:

                                    KMC TELECOM, INC., a
                                    Delaware corporation

                                    By  /S/ JAMES D. GRENFELL

                                    Printed: JAMES D. GRENFELL

                                    Title: EXEC. VICE PRESIDENT, CFO

                                    TENANT:

                                    KMC TELECOM II, INC., a
                                    Delaware corporation

                                    By  /S/ JAMES D. GRENFELL

                                    Printed: JAMES D. GRENFELL

                                    Title: EXEC. VICE PRESIDENT, CFO

                                    TENANT:

                                    KMC TELECOM III, INC., a
                                    Delaware corporation

                                    By  /S/ JAMES D. GRENFELL

                                    Printed: JAMES D. GRENFELL

                                    Title: EXEC. VICE PRESIDENT, CFO