Lease Agreement

STATE OF GEORGIA                                             COUNTY OF CHEROKEE

     This  Lease  Agreement,  made and  entered  into by and  between  Thomas L.
Bradbury,  Vicki B.  Whitman,  & Paige W.  Merkle  d/b/a  Cherokee  Venture  II,
hereinafter referred to as "Landlord," and CoffeeAM.com, hereinafter referred to
as "Tenant";


                              W I T N E S S E T H :

     1. Premises and Term. In  consideration  of the obligation of Tenant to pay
rent as herein provided, and in consideration of the other terms, provisions and
covenants  hereof,  Landlord  hereby  demises  and leases to Tenant,  and Tenant
hereby  takes  from  Landlord  certain  premises  situated  within the County of
Cherokee,  City of Woodstock,  State of Georgia, more particularly  described as
follows:

     Office/warehouse  space being Suite 112,  containing  approximately  15,500
     square,  located in a building having a footprint of 39,000 square feet and
     more commonly known as 100 Londonderry Court,  Woodstock (Cherokee County),
     Georgia  feet  (hereinafter  referred  to as the  "Premises")  and  further
     described  by the  attached  Site Plan - Exhibit  A,  Floor Plan by Samples
     Construction  S.E. dated 3/15/2000 (by reference only) - Exhibit B, General
     Specifications  - Exhibit C, and Sign  Criteria - Exhibit D ( said building
     being hereinafter  referred to as "Building Two- Cobblestone  Business Park
     "),

together with all rights,  privileges,  easements,  appurtenances and immunities
belonging to or in any way pertaining to the said Premises and together with the
buildings and other improvements erected upon the real property,  (the said real
property and the buildings and improvements  thereon being hereinafter  referred
to as the "Center").

     To Have and to Hold the  same  for a term  commencing  on the date on which
Landlord  delivers  the Premises to Tenant as Ready For  Occupancy  (hereinafter
referred  to as the  "Commencement  Date" ) and  ending  on the  last day of the
eighty forth (84th) full calendar month after the  Commencement  Date. The first
Lease Year shall be defined to be twelve full  calendar  months plus any portion
of a month if the Commencement date falls on any day other than the first day of
the month.  Each Lease Year thereafter shall be the next successive  twelve full
calendar months  following the end of the first Lease Year. For purposes hereof,
the Premises shall be considered  Ready For Occupancy when the Premises has been
substantially  completed in accordance with the General  Specifications and upon
receipt of a Certificate of Occupancy from the appropriate officials of the City
of Woodstock and Cherokee County  Georgia.  If this Lease is executed before the
Premises  becomes vacant or otherwise  available and Ready for Occupancy,  or if
any present tenant or occupant of the Premises  holds over, and Landlord  cannot
acquire  possession  of the  Premises  prior to the date  above  recited  as the
Commencement  Date of this Lease,  Landlord shall not be deemed to be in default
hereunder,  and Tenant agrees to accept  possession of the Premises at such time
as Landlord is able to tender the same;  and Landlord  hereby waives  payment of
rent  covering  any  period  prior to the  tendering  of  possession  to  Tenant
hereunder.

2. Rent. Tenant agrees to pay to Landlord for the Premises, without deduction or
set off,  during the entire term of this  Lease,  rent at the rate as set out in
Paragraph 30A of the Special Stipulations hereto . In addition, Tenant agrees to
deposit  with  Landlord  on the date  hereof  the sum of Two  Thousand  & No/100
Dollars ($2,000.00), which sum shall be held by Landlord, without obligation for
interest,  as security for the performance of Tenant's covenants and obligations
under this Lease, it being expressly  understood and agreed that such deposit is
not an advance  rental  deposit or a measure  of  Landlord's  damages in case of
Tenant's  default.  Upon the  occurrence  of any  event of  default  by  Tenant,
Landlord may, from time to time,  without prejudice to any other remedy provided
herein or provided by law,  use such fund to the extent  necessary  to make good
any arrears of rent and any other damage, injury, expense or liability caused by
such event of default;  and Tenant shall pay to Landlord on demand the amount so
applied in order to restore the  security  deposit to its  original  amount.  If
Tenant is not then in default  hereunder,  any remaining balance of such deposit
shall be returned by Landlord to Tenant upon termination of this Lease.

3. Use. The demised  Premises  shall be used only for the purpose of offices for
sales and administration, production, roasting and packaging, and warehousing of
coffees, teas and related items and for all business related activities, and for
such other lawful  purposes as may be incidental  thereto and any other business
expressly agreed

                                                                    Exhibit 10.1

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to by  Landlord.  Tenant  shall at its own cost and  expense  obtain any and all
licenses  and  permits  necessary  for any  such  use as well as pay for for all
additional costs specifically  required by any governmental codes as a result of
Tenants specific use of the Premises.  Tenant shall comply with all governmental
laws,  ordinances  and  regulations  applicable to the use of the Premises,  and
shall  promptly  comply  with all  governmental  orders and  directives  for the
correction,  prevention  and abatement of nuisances in, upon, or connected  with
the Premises,  all at Tenant's sole expense.  Without  Landlord's  prior written
consent,  Tenant  shall not  receive,  store or  otherwise  handle any  product,
material or merchandise which is explosive or highly flammable.  Tenant will not
permit the Premises to be used for any purpose  which would render the insurance
thereon  void or the  insurance  risk more  hazardous,  or cause  the  insurance
premiums to increase.  Notwithstanding  any other provision in this Lease to the
contrary, Tenant shall specifically be responsible for any increase in insurance
premiums  relative  to the  Center as a result of any  actions or  inactions  of
Tenant, or as a result of the operations of Tenant.

     4. Real Estate Taxes:

Tenant's Participation in Real Estate Taxes:
Base tax year: 2000

     a) Tenant's Taxes:

Tenant  covenants and agrees to pay promptly when due all taxes imposed upon its
business operations and its Personal property situated in the Premises.

     b) Tenant's Participation in Real Estate Taxes:

Landlord  will pay in the first  instance  all real  property  taxes,  including
extraordinary  and/or  special  assessments  (and all costs and fees incurred in
contesting the same), hereinafter collectively referred to as Real Estate Taxes,
which may be levied or assessed by the lawful tax authorities  against the land,
building, and all other improvements in the Center.

Tenant, for each Lease Year or Partial Lease Year, during the term of this Lease
or any  renewal  thereof,  shall pay to Landlord  its  proportionate  share,  as
hereinafter  defined,  of the  amount  by which the  annual  Real  Estate  Taxes
assessed or levied  against the land and building of the Center  exceed the Real
Estate Taxes for the Base Tax Year specified above. Tenant's proportionate share
for said Real Estate Taxes for each Lease Year or Partial Lease Year of the term
of this Lease or any renewal  thereof  shall by determined by dividing the total
number of square feet in the  Premises by the total number of square feet of all
leaseable building space within the Center.  Notwithstanding  the foregoing,  if
the building of which the Premises is a part is taxed  separately,  then Tenants
proportionate  share for said Real  Estate  Taxes for each Lease Year or Partial
Lease Year of the term of this Lease or any renewal  thereof shall by determined
by dividing  the total number of square feet in the Premises by the total number
of square feet of the building of which the Premises is a part. Any payments due
by Tenant  hereunder  shall be made during each Lease Year or Partial Lease Year
of the term of the Lease or any renewal  thereof  within  thirty (30) days after
Tenant's receipt of Landlord's written certification of the amount due. Tenant's
share shall be prorated in the event  Tenant is required to make such payment of
a Partial Lease Year. In addition, should the taxing authorities include in such
Real  Estate  Taxes the value of any  improvements  made by  Tenant,  or include
machinery,  equipment,  fixtures, inventory or other personal property or assets
of the Tenant,  then Tenant shall also pay 100% of the Personal  Property  Taxes
and Real Estate Taxes for such items.

If the Lease expires  during a Partial Lease Year,  Landlord  shall bill Tenant,
not more than sixty (60) days prior to the expiration date of the Lease, for its
estimated pro-rata share of Real Estate Taxes for the Partial Lease Year. Tenant
shall remit full  payment to  Landlord  within  seven (7) days of such bill.  If
Tenant  fails to remit  such full  payment  to  Landlord,  Landlord  in its sole
discretion,  may deduct the amount due from  Tenant's  security  deposit  and be
entitled to all other rights and remedies thereunder for Tenant's default.

Should any  governmental  taxing  authority,  acting under any present or future
law,  ordinance  or  regulation,  levy,  assess or impose a tax,  excise  and/or
assessment  (other than income or  franchise  tax) upon or against or in any way
related  to the  land and  buildings  comprising  the  Center  either  by way of
substitution  or in  addition  to any  existing  tax on land  and  buildings  or
otherwise,  Tenant  shall be  responsible  for and  shall  pay to  Landlord  its
proportionate share as set forth above of such tax, excise and/or assessment.

     5. Landlord's Repairs. Landlord shall construct and deliver the Premises to
Tenant in  compliance  with all  applicable  building  codes and with  utilities
available  including the provision of water,  sewer, gas, and electric utilities
to serve the Premises. In addition,  Landlord shall at his expense maintain only
the fire sprinkler system,  roof, the foundation and the structural soundness of
the  exterior  walls of the building in good  repair,  reasonable  wear and tear
excepted. To the extent that it is the property owners  responsibility  (instead
of the  applicable  utility  provider),  to maintain said  utilities to, but not
within,  the Premises.  Tenant shall repair and pay for any damage


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caused by the negligence of Tenant, or Tenant's  employees,  agents or invitees,
or caused by Tenant's default  hereunder.  The term "walls" as used herein shall
not include windows, glass or plate glass, doors or special storefronts.  Tenant
shall  immediately  give Landlord  written notice of defect or need for repairs,
after which  Landlord shall have  reasonable  opportunity to repair same or cure
such defect. Landlord's liability hereunder shall be limited to the cost of such
repairs or curing such  defect.  Landlord  shall not be liable for any  business
interruption.

     6.  Tenant's  Repairs.  Tenant  shall at its own cost and expense  keep all
other parts of the Premises, including but not limited to, plumbing,  electrical
and mechanical systems, windows, glass and plate glass, doors, any special store
front, interior walls and finish work, floors and floor covering,  and all other
items not  specifically not set out above under  Landlord's  Repairs;  and shall
take good care of the Premises and its fixtures and suffer no waste. Tenant will
provide  it's own  janitorial  service  and keep the whole of the  Premises in a
clean and sanitary condition. Tenant shall not be obligated to repair any damage
caused by fire,  tornado or other casualty  covered by items set forth under the
extended coverage provisions of Landlord's fire insurance policy.

     7.  Alterations.  Tenant  shall  not make  any  alterations,  additions  or
improvements  to the  Premises  without the prior  written  consent of Landlord.
Tenant may, without the consent of Landlord, but at its own cost and expense and
in  a  good  workmanlike  manner  make  such  minor  alterations,  additions  or
improvements or erect,  remove or alter such partitions,  or erect such shelves,
bins,  machinery and trade fixtures as it may deem advisable,  without  altering
the basic character of the building or improvements  and without  overloading or
damaging  such building or  improvements,  and in each case  complying  with all
applicable governmental laws, ordinances,  regulations,  and other requirements.
At the termination of this Lease,  Tenant shall,  if Landlord so elects,  remove
all alterations,  additions,  improvements and partitions  erected by Tenant and
restore  the  Premises to their  original  condition;  otherwise,  and only with
Landlords prior written approval, such improvements shall be delivered up to the
Landlord  with the Premises.  All shelves,  bins,  machinery and trade  fixtures
installed by Tenant shall be removed by Tenant at the  termination of this Lease
unless  landlord  specifically  waives this  requirement  in  writing.  All such
removals and restoration  shall be accomplished in a good workmanlike  manner so
as not to damage the primary structure or structural  qualities of the buildings
and other improvements situated on the Premises.

     8. Signs.  Tenant  shall have the right to install  signs upon the exterior
glass and doors of said  buildings  only  when  first  approved  in  writing  by
Landlord  and  subject  to  any  applicable   governmental   laws,   ordinances,
regulations  and other  requirements.  In  addition,  Tenant shall be allowed to
erect a primary  identification  sign on the front  fascia  of the  building  in
accordance  with the Sign  Criteria - Exhibit D and  subject  to any  applicable
governmental laws, ordinances,  regulations and other requirements. Tenant shall
remove all such signs at the termination of this Lease.  Such  installations and
removals  shall be made in such manner as to avoid injury or  defacement  of the
building and other improvements.

     9. Inspection.  Landlord and Landlord's  agents and  representatives  shall
have the right to enter and inspect the  Premises at any time during  reasonable
business hours, for the purpose of ascertaining the condition of the Premises or
in order to make sure  repairs as may be required  to be made by Landlord  under
the terms of this Lease.  During the period that is six (6) months  prior to the
end of term hereof,  Landlord and Landlord's  agents and  representatives  shall
have the right to enter the  Premises  at any time  during  reasonable  business
hours for the purpose of showing the  Premises and shall have the right to erect
on the Premises a suitable sign indicating the Premises are available.

     10. Utilities.  Landlord agrees to provide at its cost water,  electricity,
gas and telephone service connections to the Premises;  but Tenant shall pay all
charges  incurred for any utility  services used on or from the Premises and any
maintenance charges for utilities.  Landlord shall in no event be liable for any
interruption or failure of utility services on the Premises.  Landlord may elect
to provide, but shall not be required to provide, any such utility services;  in
which event  Tenant  shall pay  Landlord as billed by Landlord  for such utility
services  so long as the rates  charged by  Landlord  do not exceed  those rates
available to Tenant from other available utility sources.

     11.  Assignment and  Subletting.  Tenant shall not have the right to assign
this Lease or to sublet the whole or any part of the Premises  without the prior
written  consent of Landlord which consent shall not be  unreasonably  withheld;
notwithstanding any approved assignment or subletting, Tenant shall at all times
remain fully responsible and liable for the payment of the rent herein specified
and for compliance with all of its other obligations under the terms, provisions
and  covenants of this Lease.  Upon the  occurrence  of an "event of default" as
hereinafter  defined,  if the Premises or any part thereof are then  assigned or
sublet, Landlord, in addition to any other remedies herein provided, or provided
by law, may at its option  collect  directly from such assignee or subtenant all
rents  becoming due to Tenant under such  assignment  or sublease and apply such
rent  against  any sums due to it by Tenant  hereunder,  and no such  collection
shall be  construed  to  constitute  a novation  or a release of Tenant from the
further performance of its obligations hereunder.  Landlord shall have the right
to assign any of its rights under this Lease.

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12.  Fire and Casualty Damage.

     A. If the buildings situated on the Premises should be damaged or destroyed
by fire, tornado, or other casualty,  Tenant shall give immediate written notice
thereof to  Landlord  at the  address  set out  herein or such other  address or
telephone number as designated from time to time by Landlord.

     B. If the buildings situated on the Premises should be totally destroyed by
fire, tornado or other casualty, or if they should be so damaged that rebuilding
or repairs cannot be completed within two hundred (200) days after the date upon
which Landlord is notified by Tenant of such damage,  this Lease shall terminate
and the rent  shall be  abated  during  the  unexpired  portion  of this  Lease,
effective upon the date of the occurrence of such damage.

     C. If the  buildings  situated on the  Premises  should be damaged by fire,
tornado or other  casualty,  but only to such extent that  rebuilding or repairs
can be  completed  within  two  hundred  (200)  days  after the date upon  which
Landlord is notified by Tenant of such damage,  this Lease shall not  terminate,
but  Landlord  shall  at its sole  cost  and  expense  proceed  with  reasonable
diligence to rebuild and repair such buildings,  to substantially  the condition
in which they existed prior to such damage,  except that  Landlord  shall not be
required to rebuild, repair or replace any part of the partitions,  fixtures and
other  improvements which may have been placed on the Premises by Tenant. If the
Premises are  untenantable  in whole or in part following such damage,  the rent
payable  hereunder  during the period in which  they are  untenantable  shall be
reduced  to  such  extent  as  may  be  fair  and  reasonable  under  all of the
circumstances.  In the event that Landlord  should fail to complete such repairs
and rebuilding  within two hundred (200) days after the date upon which Landlord
is notified by Tenant of such damage,  Tenant may at its option  terminate  this
Lease by  delivering  written  notice of  termination  to  Landlord  as Tenant's
exclusive remedy, whereupon all rights and obligations hereunder shall cease and
determine.

     D. Notwithstanding anything herein to the contrary, in the event the holder
of any indebtedness secured by a mortgage or deed of trust covering the Premises
requires  that the  insurance  proceeds  be applied to such  indebtedness,  then
Landlord  shall have the right to  terminate  this Lease by  delivering  written
notice of termination to Tenant,  whereupon all rights and  obligations  between
the parties hereunder shall cease with respect to this Lease.

     E. Any insurance which may be carried by Landlord or Tenant against loss or
damage to the buildings and other improvements situated on the Premises shall be
for the sole benefit of the party  carrying  such  insurance  and under its sole
control except as specifically set out hereinafter.

     F. Each of Landlord and Tenant  hereby  releases the other from any and all
liability or  responsibility  to the other or anyone  claiming  through or under
them by way of  subrogation  or  otherwise  for any loss or damage  to  property
caused  by  fire  or any of the  extended  coverage  casualties  covered  by the
insurance maintained  hereunder,  even if such fire or other casualty shall have
been caused by the fault or  negligence  of the other party,  or anyone for whom
such party may be  responsible;  provided,  however,  that this release shall be
applicable and in force and effect only with respect to loss or damage occurring
during  such  times  as the  releasor's  policies  shall  contain  a  clause  or
endorsement to the effect that any release shall not adversely  affect or impair
said policies or prejudice the right of the releasor to recover thereunder. Each
of Landlord  and Tenant  agrees that it will request its  insurance  carriers to
include in its  policies  such a clause or  endorsement.  If extra cost shall be
charged therefor, each party shall advise the other thereof and of the amount of
the extra cost,  and the other party,  at its  election,  may pay the same,  but
shall not be obligated to do so.

     G.  Landlord  covenants  and agrees to maintain  standard fire and extended
coverage  insurance  covering the building on the Premises in an amount not less
than eighty percent (80%) of the replacement cost thereof.  If during the second
full  Lease  year  after the  Commencement  Date of this  Lease,  or during  any
subsequent  year of the primary term or any renewal or  extension,  the premiums
for insurance  insuring the Center for fire,  casualty and extended coverage and
general  liability  carried  by  Landlord  shall  exceed  the  premium  for such
insurance for the first full Lease year of the term hereof,  Tenant shall pay to
Landlord on demand Tenant's proportionate share for said insurance premium. Said
proportionate  share shall by  determined by dividing the total number of square
feet in the  Premises  by the  total  number  of  square  feet of all  leaseable
building  space  within  the  Center.  the amount of such  additional  insurance
premium;  and the failure to pay such  additional  premium  upon demand shall be
treated in the same  manner as a default in the payment or rent  hereunder  when
due.

     13.  Liability.  Landlord  shall  not  be  liable  to  Tenant  or  Tenant's
employees,  agents, patrons or visitors, or to any other person whomsoever,  for
any injury to person or damage to property on or about the  Premises,  caused by
the negligence or misconduct of Tenant, its agents, servants or employees, or of
any other person entering upon the Premises under express or implied  invitation
of Tenant,  or caused by the buildings and improvements  located on the Premises
becoming out of repair,  or caused by leakage of gas, oil,  water or steam or by
electricity  emanating from the Premises,  or due to any cause  whatsoever,  and
Tenant agrees to indemnify  Landlord and hold it harmless


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from any loss, expense or claims,  including attorneys' fees, arising out of any
such  damage or injury;  except  that any injury to person or damage to property
caused by the negligence of Landlord or by the failure of Landlord to repair and
maintain  that part of the  Premises  which  Landlord is obligated to repair and
maintain after the receipt of written notice from Tenant of needed repairs or of
defects  shall be the  liability  of Landlord  and not of Tenant,  and  Landlord
agrees to indemnify  Tenant and hold it harmless from any and all loss,  expense
or claims,  including  attorneys'  fees,  arising  out of such damage or injury.
Tenant shall procure and maintain  throughout the term of this Lease a policy or
policies of insurance, at its sole cost and expense,  insuring both Landlord and
Tenant  against all claims,  demands or actions  arising out of or in connection
with  Tenant's  use or  occupancy of the  Premises,  or by the  condition of the
Premises, the limits of such policy or policies to be in an amount not less than
$100,000 in respect of injuries to or death of any one person,  and in an amount
not less than  $300,000 in respect of any one  accident or  disaster,  and in an
amount not less than $50,000 in respect of property damaged or destroyed, and to
be written by insurance companies qualified to do business in the state in which
the  Premises  are  located.  Such  policies or duly  executed  certificates  of
insurance  shall be promptly  delivered  to  Landlord  and  renewals  thereof as
required  shall be  delivered  to  Landlord  at least ten (10) days prior to the
expiration of the respective policy terms.

     14. Condemnation.

     A. If the whole or any substantial part of the Premises should be taken for
any public or quasi-public use under  governmental law, ordinance or regulation,
or by right of eminent  domain,  or by private  purchase in lieu  thereof,  this
Lease shall terminate and the rent shall be abated during the unexpired  portion
of this Lease, effective when the physical taking of said Premises shall occur.

     B. If less than a substantial  part of the Premises  shall be taken for any
public or quasi-public use under any governmental law,  ordinance or regulation,
or by right of eminent  domain,  or by private  purchase in lieu  thereof,  this
Lease shall not terminate,  but the rent payable  hereunder during the unexpired
portion  of this  Lease  shall  be  reduced  to such  extent  as may be fair and
reasonable under all of the circumstances.

     C. In the event of any such  taking or private  purchase  in lieu  thereof,
Landlord and Tenant  shall each be entitled to receive and retain such  separate
awards and/or portion of lump sum awards as may be allocated to their respective
interests in any condemnation proceedings.

     15. Holding Over. Should Tenant, or any of its successors in interest, hold
over the Premises, or any part thereof, after the expiration of the term of this
Lease,  unless otherwise  agreed in writing,  such holding over shall constitute
and be construed  as tenancy from month to month only,  at a rental equal to the
rental  payable for the last month of the term of this Lease plus fifty  percent
(50%) of such amount.  The  inclusion  of the  preceding  sentence  shall not be
construed as Landlord's permission for Tenant to hold over.

     16. Quiet  Enjoyment.  Landlord  covenants that it now has, or will acquire
before Tenant takes possession of the Premises, good title to the Premises, free
and clear of all liens and  encumbrances,  excepting  only the lien for  current
taxes not yet due,  such  mortgage or mortgages as are permitted by the terms of
this  Lease,  zoning  ordinances  and other  building  and fire  ordinances  and
governmental  regulations  relating to the use of such property,  and easements,
restrictions  and other  conditions  of  record.  In the event  this  Lease is a
sublease,  then Tenant agrees to take the Premises  subject to the provisions of
the prior leases.  Landlord  represents  and warrants that it has full right and
authority  to enter  into this  Lease and that  Tenant,  upon  paying the rental
herein set forth and  performing its other  covenants and agreements  herein set
forth,  shall  peaceably and quietly  have,  hold and enjoy the Premises for the
term hereof without  hindrance or molestation from Landlord subject to the terms
and provisions of this Lease.

     17. Events of Default. The following events shall be deemed to be events of
default by Tenant under this Lease:

         (a)  Tenant  shall  fail  to pay any  installment  of the  rent  hereby
     reserved when due, and such failure shall continue for a period of five (5)
     days from the date such installment was due.

         (b) Tenant shall become insolvent, or shall make a transfer in fraud of
     creditors, or shall make an assignment for the benefit of creditors.

         (c) Tenant  shall file a petition  under any  section or chapter of the
     National Bankruptcy Act, as amended, or under any similar law or statute of
     the  United  States  or any State  thereof;  or  Tenant  shall be  adjudged
     bankrupt or insolvent in proceedings filed against Tenant thereunder.

         (d) A receiver or trustee shall be appointed  for all or  substantially
     all of the assets of Tenant.

         (e)  Tenant  shall  desert or vacate  any  substantial  portion  of the
     Premises.

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         (f) Tenant shall fail to comply with any term, provision or covenant of
     this Lease (other than the foregoing in this  Paragraph  17), and shall not
     cure such  failure  within ten (10) days after  written  notice  thereof to
     Tenant

         (g) Tenant shall be prohibited from recording Lease.

     18.  Remedies.  Upon the  occurrence  of any of such  events of  default in
Paragraph 17 hereof, Landlord shall have the option to pursue any one or more of
the following remedies without any notice or demand whatsoever:

         (a)  Terminate  this Lease,  in which event  Tenant  shall  immediately
      surrender the Premises to Landlord, and if Tenant fails so to do, Landlord
      may,  without  prejudice  to  any  other  remedy  which  it may  have  for
      possession or arrearages  in rent,  enter upon and take  possession of the
      Premises  and  expel or remove  Tenant  and any  other  person  who may be
      occupying  such  Premises  or any part  thereof,  by  force if  necessary,
      without being liable for prosecution or any claim of damages therefor; and
      Tenant  agrees to pay to  Landlord  on demand  the  amount of all loss and
      damage which  Landlord may suffer by reason of such  termination,  whether
      through  inability  to  relet  the  Premises  on  satisfactory   terms  or
      otherwise.

         (b) Enter upon and take  possession of the Premises and expel or remove
      Tenant and any other person who may be occupying such Premises or any part
      thereof,  by force if necessary,  without being liable for  prosecution or
      any claim for damages  therefor,  and relet the  Premises  and receive the
      rent  therefor;  and Tenant  agrees to pay to the  Landlord  on demand any
      deficiency that may arise by reason of such reletting.

         (c) Enter upon the Premises by force if necessary  without being liable
      for prosecution or any claim for damages therefor,  and do whatever Tenant
      is  obligated  to do under the terms of this Lease;  and Tenant  agrees to
      reimburse  Landlord on demand for any expenses which Landlord may incur in
      thus effecting  compliance with Tenant's obligations under this Lease, and
      Tenant  further  agrees that Landlord  shall not be liable for any damages
      resulting to the Tenant from such action, whether caused by the negligence
      of Landlord or otherwise.

     In the event Tenant fails to pay any  installment  of rent hereunder as and
when such  installment  is due,  Tenant  shall pay to  Landlord on demand a late
charge as provided in Paragraph 28.  herein;  and the failure to pay such amount
within ten (10) days after the due date of that  installment of rent shall be an
additional event of default hereunder.  The provision for such late charge shall
be in addition to all of  Landlord's  other rights and remedies  hereunder or at
law and shall not be construed as liquidated  damages or as limiting  Landlord's
remedies in any manner.

     Pursuit of any of the foregoing  remedies shall not preclude pursuit of any
of the other remedies herein provided or any other remedies provided by law, nor
shall pursuit of any remedy herein provided constitute a forfeiture or waiver of
any rent due to Landlord  hereunder  or of any  damages  accruing to Landlord by
reason of the violation of any of the terms,  provisions  and  covenants  herein
contained. No waiver by Landlord of any violation or breach of any of the terms,
provisions  and  covenants  herein  contained  shall be deemed or  construed  to
constitute  a waiver of any  other  violation  or  breach  of any of the  terms,
provisions and covenants herein contained.  Landlord's acceptance of the payment
of rental  or other  payments  hereunder  after  the  occurrence  of an event of
default shall not be construed as a waiver of such default,  unless  Landlord so
notifies  Tenant in writing.  Forbearance  by Landlord to enforce one or more of
the remedies  herein  provided  upon an event of default  shall not be deemed or
construed to constitute a waiver of such  default.  If, on account of any breach
or default by Tenant in Tenant's  obligations  under the terms and conditions of
this Lease,  it shall become  necessary or appropriate for Landlord to employ or
consult with an attorney  concerning  or to enforce or defend any of  Landlord's
rights or remedies  hereunder,  Tenant agrees to pay any  reasonable  attorney's
fees.  No act or thing done by the Landlord or its agents during the term hereby
granted shall be deemed an  acceptance of the surrender of the Premises,  and no
agreement  to  accept a  surrender  of said  Premises  shall be valid  unless in
writing  signed by Landlord.  The receipt by Landlord of rent with  knowledge of
the breach of any covenant or other provision  contained in this Lease shall not
be deemed or construed to  constitute a waiver of any other  violation or breach
of any of the terms, provisions and covenants contained herein.

     19.  Landlord's  Lien.  In  addition  to any  statutory  lien  for  rent in
Landlord's  favor,  Landlord  shall have and Tenant  hereby grants to Landlord a
continuing security interest in all rentals and other sums of money becoming due
hereunder from Tenant, upon all goods, wares,  equipment,  fixtures,  furniture,
inventory,  accounts, contract rights, chattel paper and other personal property
of Tenant  situated  on the  Premises;  and such  property  shall not be removed
therefrom  without the consent of Landlord  until all arrearages in rent as well
as any and all other sums of money then due to  Landlord  hereunder  shall first
have been paid and  discharged.  In the event of a  default  under  this  Lease,
Landlord  shall have in addition  to any other  remedies  herein or by law,  all
rights  and  remedies  under the  Uniform  Commercial  Code,  including  without
limitation  the right to sell the  property  described  in this


33
<PAGE>

Paragraph  19 at public or  private  sale upon five (5) days'  notice to Tenant.
Tenant hereby agrees to execute such financing  statements and other instruments
necessary or desirable in Landlord's discretion to perfect the security interest
hereby  created.  Any statutory lien for rent is not hereby waived,  the express
contractual  lien herein  granted being in addition and  supplementary  thereto.
Notwithstanding  the foregoing,  Landlord is put on notice and acknowledges that
certain assets of the business currently have a UCC filing that is primary.

     20. Mortgages. This Lease shall be superior to any mortgage, deed to secure
debt  or  similar  security  instrument   hereafter  executed  by  Landlord  and
constituting  a lien or charge upon the  Premises or the  improvements  situated
thereon; provided, however, that if any mortgagee or holder of any such security
instrument  shall so require,  Tenant  will,  at any time  hereafter,  on demand
execute and deliver any  instruments,  releases or other  documents which may be
required  by any  mortgagee  or  security  instrument  holder for the purpose of
subjecting and subordinating this Lease to the lien and/or security title of any
such mortgage, deed to secure debt or similar security instrument.

     21. Landlord's  Default.  In the event Landlord should become in default in
any payments due on any such mortgage described in Paragraph 20 hereof or in the
payment of taxes or any other items which might  become a lien upon the Premises
and which Tenant is not obligated to pay under the terms and  provisions of this
Lease,  Tenant is authorized and empowered  after giving Landlord ten (10) days'
prior written notice of such default and Landlord fails to cure such default, to
pay any such items for and on behalf of Landlord,  and the amount of any item so
paid by Tenant  for or on behalf of  Landlord,  together  with any  interest  or
penalty required to be paid in connection therewith,  shall be payable on demand
by Landlord to Tenant;  provided,  however,  that Tenant shall not be authorized
and empowered to make any payment  under the terms of this  Paragraph 21, unless
the item paid shall be  superior to Tenant's  interest  hereunder.  In the event
Tenant pays any mortgage  debt in full, in accordance  with this  paragraph,  it
shall,  at its election,  be entitled to the mortgage  security by assignment or
subrogation.

     22. Mechanic's Liens.  Tenant shall have no authority,  express or implied,
to  create  or place any lien or  encumbrance  of any kind or nature  whatsoever
upon,  or in any manner to bind,  the interest of Landlord in the Premises or to
charge  the  rentals  payable  hereunder  for any  claim in favor of any  person
dealing with Tenant,  including those who may furnish materials or perform labor
for any construction or repairs,  and each such claim shall affect and each such
lien shall attach to, if at all, only the leasehold  interest  granted to Tenant
by this instrument.  Tenant covenants and agrees that it will pay or cause to be
paid all sums legally due and payable by it on account of any labor performed or
materials  furnished in  connection  with any work  performed on the Premises on
which any lien is or can be validly and legally  asserted  against its leasehold
interest in the Premises or the  improvements  thereon and that it will save and
hold  Landlord  harmless  from any and all  loss,  cost or  expense  based on or
arising out of asserted claims or liens against the leasehold  estate or against
the rights,  titles and  interest of the  Landlord in the  Premises or under the
terms of this Lease.

     23.  Notices.  Each  provision  of  this  instrument  or of any  applicable
governmental laws, ordinances, regulations and other requirements with reference
to the  sending,  mailing or delivery of any notice or the making of any payment
by Landlord to Tenant or with  reference to the sending,  mailing or delivery of
any notice or the making of any payment by Tenant to Landlord shall be deemed to
be complied with when and if the following steps are taken:

         A.  All  rent and  other  payments  required  to be made by  Tenant  to
      Landlord hereunder shall be payable to Landlord at the address hereinbelow
      set forth or at such other  address as Landlord  may specify  from time to
      time by written notice delivered in accordance herewith.

         B. All  payments  required to be made by  Landlord to Tenant  hereunder
      shall be payable to Tenant at the  address  hereinbelow  set forth,  or at
      such other  address  within the  continental  United  States as Tenant may
      specify  from  time to time by  written  notice  delivered  in  accordance
      herewith.

         C. Any  notice  or  document  required  or  permitted  to be  delivered
            hereunder shall be deemed to be delivered  whether actually received
            or not when  deposited in the United States Mail,  postage  prepaid,
            Certified or Registered Mail, addressed to the parties hereto at the
            respective  addresses set out opposite their names below, or at such
            other address as they have  theretofore  specified by written notice
            delivered in accordance herewith:

Landlord:         THOMAS L. BRADBURY, VICKI B. WHITMAN, & PAIGE W. MERKLE
                  DBA CHEROKEE VENTURE II
                  110 LONDONDERRY CT.  SUITE 136
                  WOODSTOCK, GEORGIA   30188

34
<PAGE>

Tenant:           BRIAN J. LUNSFORD
                  COFFEEAM.COM
                  100 LONDONDERRY CT.   SUITE 112
                  WOODSTOCK, GEORGIA  30188


If and when included  within the term  "Landlord,"  as used in this  instrument,
there are more than one person,  firm or corporation,  all shall jointly arrange
among  themselves  for their joint  execution of such a notice  specifying  some
individual at some specified  address for the receipt of notices and payments to
Landlord;  if and  when  included  within  the  term  "Tenant,"  as used in this
instrument,  there  are more than one  person,  firm or  corporation,  all shall
jointly  arrange  among  themselves  for their joint  execution of such a notice
specifying  some  individual at some  specific  address  within the  continental
United  States for the  receipt of notices and  payments to Tenant.  All parties
included within the terms "Landlord" and "Tenant," respectively,  shall be bound
by notices given in accordance with the provisions of this paragraph to the same
effect as if each had received such notice.

     24. Miscellaneous.

     A. Words of any gender  used in this Lease shall be held and  construed  to
include any other  gender,  and words in the  singular  number  shall be held to
include the plural, unless context otherwise requires.

     B. The terms,  provisions  and covenants and  conditions  contained in this
Lease shall apply to, inure to the benefit of, and be binding upon,  the parties
hereto and upon their respective heirs,  legal  representatives,  successors and
permitted assigns, except as otherwise herein expressly provided.

     C. The captions are inserted in this Lease for  convenience  only and in no
way  define,  limit,  or  describe  the scope or intent  of this  Lease,  or any
provision hereof, nor in any way affect the interpretation of this Lease.

     D.  Tenant  agrees,  within ten (10) days after  request  of  Landlord,  to
deliver to Landlord,  or Landlord's  designee,  an estoppel  certificate stating
that this  Lease is in full  force and  effect,  the date to which rent has been
paid, the unexpired term of this Lease and such other matters pertaining to this
Lease as may be reasonably requested by Landlord.

     E.  This  Lease  may  not be  altered,  changed  or  amended  except  by an
         instrument in writing signed by Landlord and Tenant.

     25. Insurance:

     a)     Tenant, at its sole cost and expense, shall, during the term of this
            Lease,  cause all  improvements  at any time located in the Premises
            (other  than the  building  standard  tenant  improvements)  and all
            equipment, machinery and fixtures from time to time used or intended
            to be used in connection  with the operation and  maintenance of the
            Premises,  to be insured  for the mutual  benefit  of  Landlord  and
            Tenant  against loss or damage by fire and against loss or damage by
            other  risks  now or  hereafter  included  in the  standard  form of
            all-risk  insurance policy, in an amount equal to the full insurable
            value thereof.  All proceeds from such  insurance  shall be used for
            the repair  and  replacement  of such  improvements,  equipment  and
            fixtures.

     b)     Notwithstanding  any other provisions of this Lease,  Tenant, at its
            own expense,  shall maintain the following insurance  coverage.  All
            coverage  shall be primary and  non-contributory  over any insurance
            the Landlord may elect to provide on its behalf. At the commencement
            of the Lease Term, and upon renewal of such  coverage,  Tenant shall
            deliver to the Landlord an original  certificate  of such  insurance
            from the  insurer  providing  a  minimum  of  thirty  (30) day prior
            written notice of cancellation.  All policies of insurance  required
            to be carried  by Tenant  under  this  paragraph  shall be in a form
            satisfactory to Landlord,  shall be issued by responsible  insurance
            companies which are licensed to do business in the State of Georgia,
            have  Best's  rating  of at least  "A",  and have been  approved  in
            writing by Landlord.

            1)    Worker's   Compensation.   Tenant  shall   maintain   Worker's
                  Compensation insurance to comply with all state and/or federal
                  laws which may be applicable.



            2)    Comprehensive  General  Liability.  Tenant  shall  maintain  a
                  comprehensive  general  liability  policy  including all those
                  coverage   normally   provided  by  the   extended   liability
                  endorsement.   Such  policies  shall   specifically  name  the
                  Landlord  as   additional   insured.   Landlord  may,  at  its
                  discretion, request evidence of products insurance.

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<PAGE>

              The minimum limits of liability acceptable are:

             i.   One million dollars ($1,000,000.00) for property damage, and

            ii.   Three  million  dollars  ($3,000,000.00)  per  occurrence  for
                  personal  injuries  or  deaths  of  persons  in or  about  the
                  Premises.

     26. Principal(s) in Transaction: Howe D. Whitman and Thomas L. Bradbury are
         licensed  Georgia Real Estate  Brokers  acting as a principals  in this
         transaction.

     27. Extrinsic  Evidence:  It is expressly  agreed by Tenant,  as a material
         consideration  for the  execution  of this Lease  Agreement,  that this
         Lease with the specific references to written extrinsic  documents,  is
         the entire  agreement  of the  parties;  that there are,  and were,  no
         verbal  representations,  understanding,  stipulations,  agreements  or
         promises  pertaining to this Lease Agreement or the expressly mentioned
         written  extrinsic  documents not incorporated in writing in this Lease
         Agreement.  It is  likewise  agreed that this Lease may not be altered,
         waived amended or extended  except by an instrument in writing,  signed
         by both Landlord and Tenant.

     28. Late Charges: Other remedies for nonpayment of rental  notwithstanding,
         time is of the essence of this Lease and if  Landlord  elects to accept
         rent on or after the tenth (10th) day of the month, a late charge equal
         to the greater of five  percent (5%) of the monthly rent or Two Hundred
         Dollars  ($200.00),  whichever  is greater,  will be due as  additional
         rent.  Tenant  agrees  to tender  all late  rents by  cashier's  check,
         certified  check,  or money order.  In the event Tenant's rent check is
         dishonored  by the  bank,  Tenant  agrees to pay  Landlord  $25.00 as a
         handling charge and, if applicable,  the late charge,  and Tenant shall
         deliver said monies to Landlord as specified in Paragraph 3. Dishonored
         checks must be replaced by cashier's  check,  certified  check or money
         order. In the event more than one check is dishonored, Tenant agrees to
         pay all  future  rents  and  charges  in the form of  cashier's  check,
         certified  check, or money order. Any other amounts payable to Landlord
         under this Lease,  with the exception of rent, shall be considered past
         due 30 days from Landlord's billing date and Tenant shall pay a monthly
         service  charge  of 5% of  the  amount  past  due  for  that  and  each
         subsequent  month that the amount  remains past due. The parties  agree
         that such charges represent a fair and reasonable estimate of the costs
         the Landlord will incur by reason of such late payment and/or  returned
         check.

     29. Common Area  Maintenance  Charges:  Beginning as of the thirty  seventh
         full  month  of the  term  hereof,  Tenant  shall  pay to  Landlord  as
         additional Rent, a common area maintenance  charge equal to fifty cents
         per square  foot of  finished  area of  Tenant's  Premises.  The charge
         required  hereunder  shall be paid one  twelfth  each month  along with
         monthly  payments  of rent.  Included  in the common  area  maintenance
         charge  shall  be the cost of  maintaining  the  landscaping,  grounds,
         walks,  parking areas,  irregation  system (Including  water),  and all
         common areas.

     30. Special Provisions.

     See special stipulations attached hereto and made a part hereof.

EXECUTED the 21st day of March, 2000.       LANDLORD:

                                               CHEROKEE VENTURE II


                                               By:
--------------------------------------             -----------------------------
                  Witness


                                               TENANT:

                                               CoffeeAM.com

                                               By: S/Brian J. Lunsford
--------------------------------------             -----------------------------
                  Witness                          Brian J. Lunsford, President



36
<PAGE>

This Lease Agreement and all terms, provisions and obligations of the Tenant are
personally guaranteed by Brian J. Lunsford.


                                                    S/Brian J. Lunsford
--------------------------------------             -----------------------------
                 Witness                           Brian J. Lunsford



37
<PAGE>


(These  Special  Stipulations  prevail if there is any conflict with the printed
form).

                              SPECIAL STIPULATIONS

30A.     Rent is payable to:     CHEROKEE VENTURE II
                                 110 Londonderry Ct.  Suite 136
                                 Woodstock, GA  30188

Rent due hereunder shall be as follows:

First Lease Year rent shall be Ninety  Thousand and no/100 Dollars  ($90,000.00)
plus a pro rata rent for any partial  month if the first Lease Year is more than
twelve full calendar  months,  payable in monthly  installments  of Seventy Five
Hundred  and no/100  Dollars  ($7,500.00).  Second  Lease Year rent shall be One
Hundred  Two  Thousand  and  no/100  Dollars  ($102,000.00),  payable in monthly
installments  of Eighty Five Hundred and no/100  Dollars  ($8,500.00).  Rent for
each succeeding  Lease Year shall increase by Forty Six Hundred Fifty and no/100
Dollars  ($4,650.00)  per Annum  (0.30 per  square  foot ) over the rent for the
preceding  Lease Year.  One such  monthly  installment  of rent shall be due and
payable on the Commencement  Date recited above, and a like monthly  installment
shall  be due and  payable  without  demand  on or  before  the same day of each
succeeding month during the term hereof;  provided that if the said Commencement
Date should be a date other than the first day of a calendar month,  there shall
be due and payable on the said  Commencement Date as rent for the balance of the
calendar month during which the said Commencement Date shall fall a sum equal to
that proportion of the rent for a full month as herein provided which the number
of days from the said  Commencement Date to the end of the calendar month during
which the said Commencement Date shall fall bears to the total number of days in
such  month,  and all  succeeding  installments  of rent  shall be payable on or
before the first day of each succeeding calendar month during the term hereof as
first above provided.

30B.     The building, at the expense of the Landlord,  will be finished per the
         attached:
<TABLE>
<CAPTION>
<S>                                                   <C>

         Site Plan - Exhibit A                        General Specifications - Exhibit C
         Floor Plan - Exhibit B (by reference only)   Sign Criteria - Exhibit D
         Rules and Regulations - Exhibit E
</TABLE>

30C.     Landlord will pay the base fire and extended coverage insurance premium
         on the  Premises.  Any  additional  insurance  premium  due to interior
         construction  of  improvements  for Tenant shall be paid by Tenant.  In
         addition,  Tenant  will  pay its  prorated  share  of any  increase  in
         insurance  premiums  over said  premium for the Base tax year  provided
         that the premiums charged for set insurance are competitive by industry
         standards. For the purposes of this paragraph,  Tenant's prorated share
         shall be deemed to be forty percent (40%) percent.

30D.     Tenant agrees to execute any reasonable estoppel  certificates relating
         to the status of the Lease.

30E.     The  following  items  are  specifically  not  the   responsibility  of
         Landlord.  Tenant shall supply all labor and  materials  including  all
         indirect costs such as permit fees, if any, and the like.

         a.    Movable  partitions,  work stations or any other  furnishings  or
               trade fixtures.

         b.    The installation  and/or wiring of any movable  partitions,  work
               stations, furniture or trade fixtures of Tenant.

         c.    Telephone equipment and telephone wiring.

         d.    Computer  equipment,  computer cabling or computer  installation.
               Landlord shall provide 110 volt  electrical  wiring for computers
               only as shown on the Plans and Specifications.

         e.    Any  burglary or fire and smoke alarm  system other than the fire
               sprinkler system as provided for in the Plans and Specifications.

38
<PAGE>

         f.    Window  treatments  of any  kind  including  but not  limited  to
               drapes, blinds or shades.


30F.     It is specifically understood and agreed that this Lease supersedes and
         replaces all other Leases and  agreements  heretofore  made between the
         parties  hereto,  either orally or in writing,  and contains the entire
         Agreement between all parties hereto.  This Lease shall not be modified
         or amended except in writing and executed by all parties hereto.

30G.     It is  specifically  understood and agreed that Landlord shall have the
         right, but not the obligation,  to designate specific parking spaces to
         be used by Tenant,  in which Tenant  agrees to park only in  designated
         parking  spaces.  In the event  Landlord  elects to  designate  parking
         spaces, Tenant shall have at least eight (8) parking spaces directly in
         front of the Premises.  Tenant shall have the right to use no less than
         thirty six (45) total parking spaces.  Improper or unauthorized parking
         shall be a violation of the terms of this Lease Agreement.

30H.     Tenant agrees to immediately install the appropriate number and type of
         fire  extinguishers  recommended and/or required by the fire department
         and/or  Landlord and/or Tenant's  insurance  company.  Tenant agrees to
         comply with  reasonable  loss  prevention  recommendations  of Landlord
         and/or Tenant's insurance companies.

30I.     So long as Tenant is not in default of any of the terms of this  Lease,
         Landlord  will grant Tenant two (2) five (5) year options to extend the
         term hereof.  Tenant must provide Landlord written notice no later than
         one  hundred  eighty  (180) days prior to the  termination  date of the
         Lease or the extended term of the Lease of their  intention to exercise
         the option. The rental rate for each year of each option shall increase
         by Thirty One Hundred and no/100  Dollars  ($3,100.00)  per Annum (0.20
         per square foot ) over the rent for the preceding Lease Year. All other
         terms and provisions of this Lease shall remain unchanged. In the event
         Landlord  does not  receive  notification  within  the  above-specified
         period, it will be assumed that Tenant forfeits this option.


39
<PAGE>

                                    EXHIBIT C

                           GENERAL SPECIFICATIONS FOR

                            COBBLESTONE BUSINESS PARK

WAREHOUSE AREA:

1)   Eight 8-foot double tube exposed strip  fluorescent  lights attached to the
     bar joists.

2)   Normal  hazardous wet fire sprinkler  within webb joists.  (20  gallons/per
     minute for most remote 2,000 s.f.)



OUTSIDE WORK:

1)   Recessed  can lights at front store front  entry and wall  mounted  outside
     lights to exterior truck dock area.

2)   Landscaping per plan.

3)   TROPIC WHITE energy efficient  reflective roof coating,  by Monsey Products
     Co. of Kimberton, PA, or equivalent.

4)   Over designed and oversized box type rear roof down spouts.

5)   Rear truck area is approximately  100' deep with 40' continuous 6" concrete
     pad with wire mesh;  remaining 70' is asphalt containing 6" crusher run; 2"
     asphalt binder and 1" asphalt topping.

     Incorporated herein are those certain plans and specifications by Philip B.
     Windsor  Company,  Architects  and  Engineers  for Colony Homes  indicating
     office/warehouse  - 50,400  square  feet  Cherokee  County,  Georgia  dated
     9/30/97 revised through 1/20/98.

OFFICE AREA:

GENERAL

DOCUMENTS (By Reference Only)

         1.   Schematic Floor Plan prepared by Samples Construction SE

         2.   Reflected ceiling plan prepared by Samples Construction SE

SITE INFORMATION

         1.   Premises location: 100 Londonderry Drive, Suite 112
                    Woodstock (Cherokee County),Georgia  30188

         2.   Office area:  As set out on the Plans and Specifications
                             identified hereinabove

II.  CARPENTRY AND MILL WORK

40
<PAGE>

     Base  cabinets  to be  custom-made  solid wood  cabinets  with post  formed
     laminated  tops.  Laminate  tops and  cabinet  stain or paint  colors to be
     selected  by  Tenant.  Millwork  by  Landlord  shall  only  consist  of the
     following:

         1.    Break room base cabinet


III.     DOORS & WINDOWS

     A.  DOOR FRAMES

         All door frames to be commercial grade metal frames - 5 5/8" or 5 7/8",
         factory  primed and  painted on site.  Glass  store  front  doors to be
         anodized aluminum to match store front.

     B.  DOORS

         Doors as shown on the schematic floor plan.  Exterior doors to be solid
         core metal clad 3'0" by 7'0" metal  frame  glass  store  front doors as
         indicated.  All interior  doors to be 3'0" by 7'0" by 1 3/4" solid core
         birch doors. All doors to meet all appropriate governmental codes.

DOOR HARDWARE

         Door  hardware to be Cal Royal.  All interior  doors shall have passage
         sets except  restroom doors  (privacy) and mechanical room and exterior
         doors  (locksets).  Closers  shall  be  on be on  all  restroom  doors,
         mechanical room doors and exterior doors.

IV.      FINISHES

     A. FINISH MATERIALS

       1.   Carpet shall be Level loop commercial carpet in offices only.
       2.   Vinyl  composition  floor  tile  at  restrooms, breakroom and storag
            room.
       3.   4" vinyl base at all carpet and vinyl areas.
       4.   All painted gypsum walls to be painted with 2 coats of flat latex.
       5.   All metal door frames to be painted semi-gloss enamel.
       6.   Sealed concrete in all warehouse areas.

     B. DRYWALL CONSTRUCTION

       1.   All  partition  walls shall be 3 5/8" thick,  25-gage metal studs at
            24" center,  attached to metal ceiling grid and support to structure
            as required.
       2.   Gypsum board shall be1/2" thick at typical partition,  5/8" thick at
            walls as required by U.S. Gypsum Company U.L.  listing test data and
            as may be required by all applicable local codes.
       3.   1/2" moisture-resistant gypsum board to be used in all restrooms and
            high-moisture areas.
       4.   Rigid  insulation  shall be used  between  metal  furring  strips at
            exterior masonry wall finish locations.
       5.   Kraft  paper  faced  batt  insulation  (R-11)  shall  be used at all
            exterior metal stud wall locations and at all restroom walls.

     C.  ACOUSTICAL CONSTRUCTION

       1.   2' X 4' white ceiling grid suspended from structure above.
       2.   Acoustical ceiling tile shall be standard edge, 5/8" thick, fissured
            pattern, white.
       3.   Kraft paper faced batt  insulation  (R-11) shall be installed  above
            all upstairs and downstairs ceilings.

     D.  PAINT

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            All  gypsum  board,  metal  and  wood  surfaces  shall  be  properly
            prepared, primed and painted with two coats of paint or polyurethane
            as  specified.  Walls  shall be flat  latex,  metal door  frames and
            miscellaneous  interior metal shall be semi-gloss alkyd enamel.  All
            stained cabinetry shall be satin finish polyurethane.  All stain and
            paint colors to be selected by Owner.

     V.  MECHANICAL

         B. HEATING, VENTILATION, and AIR CONDITIONING SYSTEMS

         1. Heat and air conditioning  will be provided by with a minimum of one
            ton per 400 sq. ft. of finished office area,  consisting of roof top
            or split system units at the option of Landlord. Heat will be by gas
            or electric at the option of Landlord.
         2. All supply  ducts  will be  insulated  ducts.  All  returns  will be
            ducted.
         3. Thermostats will be automatic  changeover  programmable  thermostats
            located at apx. 54" above floor level.
         4. All restrooms will be equipped with exhaust fans.
         5. The  area  outside  of the  offices  shall  be  heated  only (no air
            conditioning)  by two 250,000 BTU gas fired units suspended from the
            roof bar joists.

         B. PLUMBING

         1. All toilets will be equipped with Sloan flush valve water supplies.

     VI. ELECTRICAL AND LIGHTING

         Electrical  will be as provided in the  contract  documents  set out in
         item I. A. above.  Lighting will be 2' x 4' fluorescent lay-in fixtures
         with acrylic lens.

     VII. ALLOWANCES

         NONE

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                                    EXHIBIT E

                              RULES AND REGULATIONS

1.   All loading and  unloading of goods shall be done only at such times in the
     areas and through the entrances designated for such purposes by Landlord.

2.   The delivery or shipping of the  merchandise,  supplies and fixtures to and
     from the Premises shall be subject to such rules and  regulations as in the
     judgement  of  Landlord  are  necessary  for the  proper  operation  of the
     Premises or the Center.

3.   Tenant will not  utilize any  unethical  method of business  operation  nor
     shall any space in the  Premises be used for living or  sleeping  quarters,
     whether temporary or permanent.

4.   Tenant shall have full  responsibility  for protecting the Premises and the
     property  located  therein  from theft and robbery and shall keep all doors
     and windows securely fastened when not in use.

5.   No aerial shall be erected on the roof or exterior walls of the Premises or
     on the  grounds  without,  in each  instance,  the  written  consent of the
     Landlord.  Any aerial so installed  without such written  consent  shall be
     removed  without  notice at any time without  liability to Landlord and the
     expenses  involved in said  removal  shall be charged to and paid by Tenant
     upon demand.

6.   No loudspeaker,  television,  phonographs, radios or other devices shall be
     used in a manner so as to be heard or seen outside of the Premises  without
     the prior written consent of Landlord.

7.   Tenant  shall  maintain  the  inside  of  the  Premises  at  a  temperature
     sufficiently high to prevent freezing of water in pipes and fixtures inside
     the Premises.

8.   The plumbing  facilities  shall not be used for any other purpose than that
     for which they are constructed  and no foreign  substance of any kind shall
     be  deposited  therein.  The  expense of any  breakage,  stoppage or damage
     resulting from a violation of this provision shall be borne by Tenant.

9.   Tenant  shall  not burn any  trash or  garbage  of any kind in or about the
     Premises, the Center or within one mile of the outside property line of the
     Center.

10.  Tenant  shall not cause or permit any  unusual or  objectionable  odors not
     commonly  associated with Tenant's current operating process to be produced
     upon or permeated from the Premises nor shall Tenant vent any cooking fumes
     or odors into the interior of the building.

11.  Tenant  shall not  permit,  allow or cause any public or  private  auction,
     "going out of business",  bankruptcy,  distress or liquidation  sale in the
     Premises.  It is the intent of the preceding sentence to prevent the Tenant
     from  conducting  his business in any manner that would give the public the
     impression  that he is about to cease  operation and Landlord  shall be the
     sole judge as to what shall constitute a "distress type" sale.

12.  The  sidewalk,  entrances,   passages,  quarters  or  halls  shall  not  be
     obstructed  or  encumbered by any Tenant or used for any purpose other than
     ingress or egress to and from the Premises.

13.  No sales tables, merchandise displays, signs or other articles shall be put
     in front of or affixed to any part of the  exterior  building nor placed in
     the halls, common passageways, corridors, vestibule or parking area without
     the prior written consent of the Landlord.

14.  Tenant shall not erect or maintain any barricade or  scaffolding  which may
     obscure  the signs,  entrances  or show  window of any other  Tenant in the
     Center or tend to interfere with any such other Tenant's business.

15.  Tenant  shall  not  create  or  maintain,  nor  allow  others  to create or
     maintain,  any  nuisances,  including  with limiting the foregoing  general
     language,  loud noises, sound effects, bright lights,  changing,  flashing,
     flickering  or  lighting  devices or similar  devices,  smoke or dust,  the
     effect of which will be visible from the exterior of the Premises.

16.  No additional locks shall be placed on the doors of the Demised Premises by
     Tenant,  nor  shall  any


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     existing lock be changed unless Landlord is immediately  furnished with two
     keys thereto. Landlord will without charge furnish Tenant with two keys for
     each lock existing upon the entrance doors when Tenant  assumes  possession
     with the  understanding  that at the  termination  of the Lease  these keys
     shall be returned.

17.  Tenant  will  refer  all  contractors,   contractor's  representatives  and
     installation  technicians,  rendering any service on or to the Premises for
     Tenant to Landlord's  approval and  supervision  before  performance of any
     contractual  service.  This provision  shall apply to all work performed in
     the Building  including  installation of telephones,  telegraph  equipment,
     electrical devices and attachments and installation of any nature affecting
     floors, walls, woodwork,  trim, windows,  ceilings,  equipment or any other
     physical portion of the Building.

18.  Tenant  shall not place,  install or operate on demised  Premises or in any
     part of Building,  any engine,  stove or  machinery  or conduct  mechanical
     operations or cook thereon or therein, or place or use in or about Premises
     any  explosives,  gasoline,  kerosene,  oil acids,  caustics,  or any other
     inflammable,  explosive or hazardous  material  without  written consent of
     Landlord.

19.  Landlord  will not be  responsible  for lost or stolen  personal  property,
     equipment,  money or jewelry from Tenant's area or public rooms  regardless
     of whether such loss occurs when area is locked against entry or not.

20.  Tenant  shall not at any time  display a "For Rent"  sign upon the  demised
     Premises for rent.

21.  Landlord  will not permit  entrance to Tenant's  offices by use of pass key
     controlled  by  Landlord,  to  any  person  at  any  time  without  written
     permission by Tenant, except employees,  contractors,  or service personnel
     directly supervised by Landlord.

22.  None of the  entries,  passages,  doors,  or  hallways  shall be blocked or
     obstructed,  or any  rubbish,  litter,  trash,  or  material  of any nature
     placed,  emptied or thrown into these areas, including any alleyways to the
     rear of the leased  Premises,  or such areas  being used at any time except
     for ingress or egress by Tenant, Tenant's agents, employees or invitees.

23.  No vehicle shall be stored in the building. No animal shall be brought into
     the building.

24.  No sign, tag, label,  picture,  advertisement,  or notice (other than price
     tags of  customary  size  used in  marking  samples)  shall  be  displayed,
     distributed,  inscribed,  painted  or  affixed by Tenant on any part of the
     outside or inside or the  building or of the Demised  Premises  without the
     prior written consent of the Landlord.

25.  Tenant  shall not do or  permit  to be done  within  the  Demised  Premises
     anything  which would  unreasonably  annoy or  interfere  with the right of
     other Tenants of the Building.

26.  During the ninety days prior to the  expiration of the Lease,  Landlord may
     show the  Demised  Premises to  prospective  tenants and may place upon the
     windows  or doors  thereon  one or more  "For  Rent"  signs  of  reasonable
     dimensions.

27.  Landlord reserves the right to waive any rule in any particular instance or
     as to any particular  person or occurrence and further,  Landlord  reserves
     the right to amend or rescind any of these rules or make, amend and rescind
     new rules to the extent Landlord,  in its sole judgement deems suitable for
     the  safety,  care and  cleanliness  of the Center and the  conduct of high
     standards of merchandising and services  therein.  Tenant agrees to conform
     to such new or amended rules upon receiving written notice of the same.

28.  Parking  facilities  supplied  by Landlord  for  Tenants  shall be used for
     vehicles  that may  occupy a  standard  parking  area only  (i.e.  8'x13').
     Moreover,  the use of such  parking  facilities  shall be limited to normal
     business  parking  and shall not be used for a  continuous  parking  of any
     vehicle or trailer regardless of size.


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