OFFICE LEASE AGREEMENT



PROPERTY:                   Bay Colony Business Center



TENANT:                     Computer Outsourcing Services, Inc.

                            6620 Bay Circle Drive

                            Norcross, Georgia   30071






LANDLORD:                   Crocker Realty Trust, L.P.

                            433 Plaza Real

                            Suite 335

                            Boca Raton, FL 33432





SQUARE FOOTAGE:             52,174 R.S.F

LEASE TERM:                 EST. COMMENCEMENT DATE: July 4, 2000

                            EST. TERMINATION DATE:      June 30, 2015



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                             TABLE OF CONTENTS



1.       Demise of Premises .................................................3
2.       Term ...............................................................4
3.       Rent ...............................................................5
4.       Use of Premises; Compliance with Legal Requirements ................6
5.       Taxes Payable by Tenant ............................................6
6.       Insurance Coverage; Waiver of Subrogation ..........................7
7.       Repairs and Maintenance by Landlord ................................7
8.       Repairs and Maintenance by Tenant ..................................8
9.       Utilities and Janitorial Services ..................................8
10.      Alterations and Improvements .......................................8
11.      Trade Fixtures and Other Personal Property..........................9
12.      Signs and Advertising ..............................................9
13.      Landlord's Right of Entry ..........................................9
14.      Casualty Damage ....................................................9
15.      Condemnation ......................................................10
16.      Transfers by Tenant ...............................................10
17.      Transfers by Landlord .............................................11
18.      Subordination .....................................................11
19.      Estoppel Certificates; Financial Statements .......................12
20.      Events of Default by Tenant .......................................12
21.      Landlord's Remedies ...............................................12
22.      Landlord's Default ................................................13
23.      Tenant's Remedies .................................................13
24.      Indemnification ...................................................14
25.      Protection Against Liens ..........................................14
26.      Holding Over ......................................................14
27.      Attorneys' Fees ...................................................15
28.      Waiver ............................................................15
29.      Leasing Commissions ...............................................15
30.      Notices ...........................................................15
31.      Miscellaneous .....................................................15
32.      Special Provisions ................................................16


Exhibits

A        Legal Description of Building Site
B        Floor Plan of Premises
C        Plan of Exterior Areas
D        Minimum Rent
E        Additional Rent Calculation
F        Building Rules
G        Special Provisions
H        Form of Subordination, Non-Disturbance and Attornment Agreement
I        Form of Guaranty
J        Reports
K        Roof Specifications
L        Batteries to be Removed


<PAGE>




                             OFFICE LEASE AGREEMENT


THIS LEASE AGREEMENT (the "Lease"), made and entered into as of           , 2000
by and between CROCKER REALTY TRUST, L.P., a Delaware limited partnership, doing
business in Georgia as CROCKER REALTY, L.P. ("Landlord"),  and COMPUTER
OUTSOURCING SERVICES, INC., a  ____________________ corporation ("Tenant"),

                                   WITNESSETH:

1. DEMISE OF  PREMISES.  Landlord  hereby  demises the  Premises  (as  hereafter
described) to Tenant and covenants that Tenant shall  peaceably and quietly hold
and enjoy the Premises  throughout the term on and subject to all the provisions
and  conditions  of this Lease;  and Tenant  hereby  accepts  such demise of the
Premises from Landlord.

         (a) The "Premises" consist of the space containing approximately 52,174
rentable  square feet located in the building  containing  approximately  52,174
rentable square feet and known as Bay Colony - Building 6620 (the Building),  on
a tract of land located at 6620 Bay Circle  Drive,  Norcross,  GA 30071 and more
particularly described on Exhibit A attached hereto (together with the Building,
the  "Property").  The  Premises  are shown  highlighted  on the  Building  plan
attached hereto as Exhibit B.

         (b) As long as Tenant is entitled to possession of the Premises, Tenant
shall have the  nonexclusive  right to use any  parking  areas,  loading  areas,
driveways,  sidewalks,  and other common  facilities of the Property as they may
exist from time to time,  provided that Tenant shall have the exclusive right to
use and install on the roof of the Building  and those  portions of the Property
exterior  to the  Premises  (the  Exterior  Areas)  as  shown on  Exhibit  C for
placement and operation of antenna, microwave dishes, HVAC equipment,  generator
systems,  telecommunications  conduit  and  other  equipment  necessary  for the
conduct of Tenant's business.  subject to the prior written approval of Landlord
after submission of plans therefor to Landlord,  and subject to the requirements
of applicable  zoning and other land use ordinances,  rules or regulations,  and
any applicable restrictive covenants (each antenna and microwave dish, including
its associated  parts,  is referred to hereinafter as an item of such equipment;
all   such    equipment   is    collectively    referred   to   hereinafter   as
"Telecommunications  Equipment",  which may include the  equipment  of fiber and
other telecommunications service providers that are providing services to Tenant
or its customers,  and such ancillary  equipment and Tenant's HVAC equipment and
generator systems are hereinafter collectively referred to as "Other Equipment")
as may be required for the proper conduct of Tenant's  business  consistent with
the permitted use of the Premises under  Paragraph 4 below.  Except as expressly
provided  herein,  Landlord  shall  grant to no other party the right to use the
roof of the Building for any purpose. Tenant's rights hereunder shall be subject
to the  limitations  described  in (1)  and  (2)  below.  Without  limiting  the
foregoing,  Tenant shall be entitled to use the roof and Exterior  Areas for the
storage and use of equipment to be used pursuant to  Co-Location  agreements (as
defined in Paragraph 16(d) below).

         (1)  Interference.   Tenant   shall   operate  the   Telecommunications
              Equipment  in a manner that will not cause  interference  with any
              equipment  operated by other tenants or licensees of the Property,
              the  installation  of  which  preceded  the  installation  of  the
              Telecommunications  Equipment of Tenant which  interferes with it.
              All operations of Telecommunications  Equipment by Tenant shall be
              in   compliance   with  all  Federal   Communications   Commission
              requirements.

         (2)  Rules:
         ---  -----

                  (A) No item of  Telecommunications  Equipment  shall be larger
than three (3) meters in any dimension, nor shall any item of Telecommunications
Equipment or Other  Equipment,  when installed  exceed a height of ten (10) feet
above  the  surface  of the roof of the  Building;  provided,  however,  one (1)
antenna  installed  on the roof of the  Building  shall be  permitted to reach a
height of up to fifteen (15) feet above the surface of the roof of the Building;

                  (B)  Each  item  of  Telecommunications  Equipment  and  Other
Equipment must be installed in a good and  workmanlike  manner and in accordance
with all applicable  laws,  rules and regulations  and restrictive  covenants of
record, and in accordance with the plans and specifications  approved in advance
by Landlord;

                  (C) Tenant shall  provide  Landlord  with  reasonable  advance
notice of any work that will be performed on the roof of the Building and afford
Landlord the  opportunity  to be present for all such work;  provided  that only
subsequent  notice within a reasonable  time shall be required in the case of an
emergency that presents  immediate danger to Tenant, or its employees,  invitees
or personal property;

                  (D) Tenant shall keep and  maintain  liability  insurance  and
property damage insurance with respect to all  Telecommunications  Equipment and
Other Equipment that names Landlord as an additional  insured and that otherwise
complies with the other terms of this Lease;

                  (E)   Tenant   shall   perform   all  work  with   respect  to
Telecommunications Equipment and Other Equipment in a lien free manner and shall
bond off or discharge any other liens or  encumbrances  that arise out of or are
related to any of the work  performed  on such  Telecommunications  Equipment or
Other Equipment within thirty (30) days after the filing thereof;

                  (F)  Tenant  shall be  responsible  for and  shall pay for and
repair any damage to the Premises,  the Building or the Property that arises out
of   the   installation,    maintenance,    replacement   or   repair   of   any
Telecommunications  Equipment or Other Equipment.  Tenant will have the right to
penetrate  the roof;  provided  that (i) Tenant shall  obtain the prior  written
approval  of the  Landlord  for  such  penetration  and  for the  plans  for the
installation of the Telecommunications  Equipment or Other Equipment,  (ii) such
roof penetration shall not void or impair any roof warranty then in place; (iii)
Tenant shall be deemed to have assumed all liability that would otherwise be the
responsibility  of Landlord for repairs and  replacements  of any portion of the
roof affected by such penetration;  provided that the Landlord shall also assign
to the Tenant or otherwise  cause the Tenant to receive the benefit,  if any, of
any  applicable  warranty;  (iv) at the  expiration or  termination of the Term,
Tenant  shall be  responsible  for,  and  shall  pay for any  necessary  repairs
resulting  from  the  removal  of such  Telecommunications  Equipment  or  Other
Equipment  and the  penetration  of the roof  associated  therewith,  and (v) if
requested  by  Landlord,  Tenant  shall  cause  such  work  to be  done  (A)  by
contractors  approved by  Landlord,  which  approval  shall not be  unreasonably
withheld by Landlord,  or (B) by Landlord,  with the costs and expenses incurred
by Landlord in connection  therewith  (excluding  any costs  relating to defects
with respect to, or damages resulting from, such  installation) to be reimbursed
by Tenant upon demand in one lump sum (but to be otherwise treated as additional
rental hereunder).

                  (G) Tenant hereby  indemnifies  Landlord against and agrees to
hold  Landlord  harmless from and against any and all losses,  costs,  expenses,
judgments,  liabilities, suits and the like (including, without limitation court
costs and  attorneys'  fees)  arising  out of or related to the use,  operation,
installation,  repair,  maintenance  and  replacement of all  Telecommunications
Equipment and Other Equipment;

                  (H) Tenant and  Landlord  shall  cooperate  with each other to
modulate the frequencies from the Telecommunications  Equipment so that they are
compatible with any  telecommunications  equipment subsequently installed on the
Property so long as such can be accomplished without material out-of-pocket cost
to Tenant and without material  interference with Tenant's  permitted use of the
Premises.

                  (I) No  Telecommunications  Equipment  shall be used by Tenant
(or the applicable  telecommunications  service  providers or customers,  as the
case  may be) for any  purpose  other  than  the  receipt  and  transmission  of
information  directly  related to the conduct of business within the Premises or
directly related to the business of customers  and/or  affiliates of the Tenant;
Tenant shall not rent, lease or otherwise demise space, time or other components
of any such  Telecommunications  Equipment  to  third  party  consumers  of such
services other than its own affiliates and customers ; and

                  (J)  All  Telecommunications  Equipment  and  Other  Equipment
(other than the antenna  described  in the second  clause of  subparagraph  2(A)
above)  shall be  screened  so as not to be visible  from the ground  within the
Property.

         (c) Tenant's Proportionate Share (herein so called) is stipulated to be
One  hundred  percent  ( 100 %),  for  Tenant's  Proportionate  Share  when  the
calculation is based upon the current  rentable area of the Building  and/or the
Exterior  Areas,  and  Twenty-eight  and 56/100  percent ( 28.56 %) for Tenant's
Proportionate  Share  when the  calculation  is based  upon  the  current  total
rentable building area of the entire Property containing  approximately  182,684
rentable square feet. If the rentable area of the Building or Property  changes,
Tenant's  Proportionate  Share  shall  be  adjusted  accordingly  (based  on  an
architect's certificate or other reasonable  substantiation of the Building's or
Property's  rentable  area) by an  amendment to this Lease,  which  Landlord and
Tenant agree to execute.

2. TERM. The term of this Lease shall begin on the  Commencement  Date estimated
to be the  4th day of July , 2000  and end on the  last  day of the one  hundred
eightieth ( 180th ) full calendar month thereafter  estimated to be the 30th day
of June , 2015 . Thus,  unless the Commencement Date falls on the first day of a
calendar month,  the term will also include the initial  partial  calendar month
immediately  following the Commencement  Date. The "Commencement  Date" shall be
the later of (a) the date of substantial  completion of any Tenant  Improvements
to be constructed by Landlord pursuant to the Special Provision  attached hereto
as  Exhibit G, or (b) July 4,  2000.  On the  Commencement  Date,  Tenant  shall
execute a written  agreement  to confirm the actual  calendar  date on which the
Commencement  Date occurs.  Tenant shall take  possession of the Premises on the
Commencement  Date and surrender  the Premises to Landlord at the  expiration of
the term or  earlier  termination  of this  Lease free of waste and in as good a
condition as on the  Commencement  Date except for reasonable  wear and tear and
repairs  that  are  Landlord's   responsibility  under  this  Lease.  By  taking
possession  of the  Premises,  Tenant  shall have agreed that the  Premises  are
suitable for their intended purpose and that the Premises and all other parts of
the Property are in good and satisfactory condition, free of material defects.

3.       RENT.  Throughout the term of this Lease, Tenant shall pay rent to
Landlord in accordance with the following provisions:

         (a)  Tenant  shall pay  minimum  annual  rent (the  "Minimum  Rent") in
monthly  installments  in advance  on or before  the first day of each  calendar
month as reflected in Exhibit D hereto.

         (b) Additional  Rent (herein so called) shall be calculated as provided
in Exhibit E hereto; provided, however, that during the first year of the Lease,
the portions of Additional Rent attributed to taxes, insurance,  and maintenance
costs shall not  collectively  exceed $2.10 per rentable  square foot.  For each
calendar  year after the year in which the  Commencement  Date occurs,  Landlord
shall furnish  Tenant a written  estimate of Additional  Rent for the applicable
calendar  year.  Estimates  of  Additional  Rent shall be made by  Landlord on a
reasonable basis determined by Landlord.  Tenant shall pay estimated  Additional
Rent in advance on or before the first day of each month in monthly installments
equal to one-twelfth (1/12) of the estimated  Additional Rent for the applicable
calendar year. The estimated monthly Additional Rent includes,  but shall not be
limited  to, and shall be subject to  adjustment  as  provided  for in Exhibit E
herein,  costs and expenses for  operating  and  maintaining  the common  areas,
facilities,  and equipment for the Property,  costs and expenses for common area
water and sewer charges, costs and expenses for common area electricity charges.
Pending  receipt of  Landlord's  written  estimate  of  Additional  Rent for any
calendar year, monthly  installments of estimated Additional Rent shall continue
to be paid in the same amount as in the prior calendar year. By April 30 of each
calendar  year or as soon as  possible  thereafter,  Landlord  shall  deliver to
Tenant  a  written  statement   reflecting  any  difference   between  estimated
Additional  Rent paid and actual  Additional Rent accrued for the prior calendar
year  (or in the case of any  partial  calendar  year in which  the term of this
Lease begins or ends, a prorated portion of such Additional Rent based on actual
days elapsed during the portion of term occurring in that calendar year). Tenant
shall pay Landlord the total amount of any balance of Additional  Rent due shown
on such annual statement within thirty (30) days after receipt of the statement.
Landlord shall refund any overpayment of Additional Rent by Tenant shown on such
annual  statement  within thirty (30) days after delivery of the  statement,  or
Landlord,  at its option, may credit the amount of any such overpayment  against
the  installment(s) of Minimum Rent and Additional Rent due for the remainder of
the then current calendar year.

         (c) The  installments  of  Minimum  Rent  and  Additional  Rent for any
initial  partial  calendar month shall be prorated based on actual days elapsed,
and shall be paid in advance on the Commencement Date.

         (d)  Except  as  expressly  provided  to the  contrary  in this  Lease,
installments  of Minimum  Rent and  Additional  Rent  shall be  payable  without
notice,  demand,  reduction,  setoff, or other defense.  Installments of Minimum
Rent and Additional  Rent and payments of other sums owing to Landlord  pursuant
to this Lease shall be made to Landlord at 433 Plaza Real,  Boca Raton,  Florida
33432 , or at whatever other account or address that Landlord may designate from
time to time by written notice to Tenant.

         (e) If any installment of Minimum Rent or Additional Rent, or any other
sum due and payable  pursuant to this  Lease,  remains  unpaid for more than ten
(10) days after the date due,  Tenant shall pay  Landlord a late payment  charge
equal to the  greater of (i) Fifty and  No/100  Dollars  ($50.00),  or (ii) five
percent (5%) of the unpaid installment or other payment. The late payment charge
is intended to compensate  Landlord for administrative  expenses associated with
responding to late payment,  and shall not be considered  liquidated  damages or
interest.  All rent and other sums of whatever nature owed by Tenant to Landlord
under  this  Lease  that  remain  unpaid  for more than ten (10) days shall bear
interest  from the date due until paid at the lesser of (i) five percent (5%) in
excess of the prime or general  reference  rate of  interest of  NationsBank  of
North  Carolina,  N.A. (or its  successors) in effect from time to time, or (ii)
the maximum interest rate per annum allowed by law.

         (f) Tenant will deliver by May 26, 2000 an Irrevocable Letter of Credit
(the L/C) in the amount of Six  Hundred  Twenty Six  Thousand  Eighty-eight  and
00/100  dollars  ($  626,088.00  ) (the  "Deposit")  as  security  for  Tenant's
performance  of all  obligations  hereunder.  The  form of the  letter  shall be
subject to the Landlord's approval. In the Event of Default by Tenant,  Landlord
may, at its option, draw upon the L/C on account of any rent or other sums owing
by Tenant, and thereupon Tenant shall immediately  increase the L/C in an amount
so applied in order that  Landlord  will  always  have the full  Deposit on hand
throughout the term of this Lease. The Deposit shall never constitute liquidated
damages in the Event of Default by Tenant.  Upon full payment and performance of
this  Lease by  Tenant  (including  without  limitation,  final  payment  of any
Additional  Rent owed by Tenant),  Landlord shall return to Tenant the L/C after
drawing any rental or other sums owed by Tenant pursuant to this Lease. From and
after the expiration of the third year of the Lease, Tenant shall have the right
to replace the L/C annually with a letter of credit reduced by 20% (based on the
original  amount of the L/C) but  otherwise  conforming  in all  respects to the
original L/C,  provided  that at the end of the fifth year of the Lease,  Tenant
shall provide a letter of credit or cash security deposit in the amount of three
(3) months' average  Minimum Rent and Additional  Rent, for the remainder of the
Term.

4. USE OF PREMISES;  Compliance  with Legal  Requirements.  Tenant shall use the
Premises only for general  office or warehouse  purposes,  which may include the
installation,  operation,  maintenance  and  replacement of  communications  and
switch equipment and facilities (including (a) co-location of equipment owned by
Business  Affiliates  (as defined in Section 16(d) below) and (b) such rights of
Business  Affiliates  to use the  Premises as may be set forth in Section  16(d)
below) in  connection  with  Tenant's  Internet  data center and  communications
business,  and for no  other  purposes  without  the  Landlord's  prior  written
consent,  which shall not be unreasonably  withheld.  Tenant shall not commit or
allow waste to be committed in the  Premises or elsewhere on the  Property,  and
shall not do or allow to be done in the  Premises or  elsewhere  on the Property
anything  that  shall  constitute  a  nuisance  or  detract  in any way from the
reputation  of the Property as a  first-class  real estate  development.  Tenant
shall allow no noxious or offensive odors,  fumes,  gases, smoke, dust, steam or
vapors,  or any loud or  disturbing  noise or  vibrations  to originate in or be
emitted from the Premises.  Tenant shall comply with all laws,  ordinances,  and
regulations of any governmental  authority relating to Tenant's use or occupancy
of the  Premises,  with the  requirements  of insurance  underwriters  or rating
bureaus applicable to the Property, and with the following requirements:

         (a) Tenant may,  after  securing any necessary  permits,  use Hazardous
Materials  at the  Premises  and  Exterior  Areas only of such types and in such
quantities or  concentrations  as is customary for businesses  similar in nature
and  scope  to that of  Tenant's  business  (e.g.,  generally  available  office
equipment and supplies that contain small amounts of Hazardous  Materials,  such
as copy machine toner and cleaning  supplies,  and diesel fuel and batteries for
generator  systems),  so long as they are  properly  used and stored  within the
Premises,  properly disposed of by Tenant at a location other than the Property,
and otherwise,  used, handled, stored, transported and disposed of in accordance
with  applicable  law.  Except as permitted in the preceding  sentence,  no use,
generation, storage, treatment, transportation, or disposal of any


Hazardous  Material  shall occur or be  permitted  to occur in  connection  with
Tenant's use and occupancy of the Premises or any other portion of the Property.
"Hazardous  Material"  shall mean any toxic or  hazardous  waste,  material,  or
substance or any other substance that is prohibited,  limited, or regulated as a
health  or  environmental  hazard  by  any  governmental  or  quasi-governmental
authority, or that even if not so regulated,  could or does pose a hazard to the
environment  or to the health and safety of the  occupants  of the  Building  or
others.

         (b) No  portion  of the  Premises  or the  Property  shall  be  used or
occupied for anything that is  extrahazardous on account of fire or other risks,
that  causes an  increase in the  premiums  payable by  Landlord  for any of its
insurance with respect to the Property,  or that causes any  underwriter to deny
insurance coverage to Landlord.

         (c) Tenant shall comply with all  requirements  of the  Americans  with
Disabilities  Act  and  implementing  regulations  applicable  to  its  use  and
occupancy  of the  Premises  other  than  requirements  relating  solely  to the
physical structure of (i) the Tenant  Improvements,  (ii) the roof,  foundation,
and  exterior  walls of the  Building,  and  (iii) the  common  use areas of the
Property.

         (d) Tenant has previously  been furnished with a copy of any applicable
restrictive covenants relating to the Building,  and Tenant shall abide by those
restrictions in connection with its use and occupancy of the Premises.

         (e) Landlord  shall have the right to prescribe  and modify  reasonable
rules for the use of the Property and leased  premises  within the  Building.  A
copy of Landlord's  current  Building rules is attached  hereto as Exhibit F. In
the event of any conflict with the Building  rules,  the  provisions in the main
body of this Lease control.

         (f) Tenant shall  ensure that its agents,  employees,  and  contractors
comply with this Paragraph,  and shall use reasonable efforts to ensure that its
invitees and customers comply with this Paragraph.

Subject to the last sentence of this paragraph, Landlord represents and warrants
to Tenant  that the  Premises  and the  Building  are, to the best of its actual
knowledge,  free of Hazardous Materials as of the date of this Lease;  provided,
however,  such  representation  and  warranty  shall be subject  to any  matters
disclosed in those reports described on Exhibit J attached hereto which Landlord
has  delivered  to  Tenant  (the  Reports).   Tenant  hereby  acknowledges  that
underground  storage  tanks (the  Tanks) are  located on the  Property  near the
Building  (as more  particularly  described  in  Document  1 of  Exhibit  J) and
Landlord has made no representation  or warranty  concerning the maintenance of,
or the presence or absence of Hazardous  Materials in and around,  the Tanks. As
part of  Landlord's  termination  agreement  with its prior tenant  (Federated),
Landlord  shall remove,  or cause to be removed,  the Tanks on or before July 1,
2000 in accordance with applicable law.  Notwithstanding  any contrary provision
contained herein, Landlord hereby represents that, to its knowledge, the Reports
constitute all of the environmental  reports  concerning the Property located in
Landlord's files.

5. TAXES PAYABLE BY TENANT. Tenant shall pay any documentary stamp tax, sales or
use tax,  excise tax, or any other tax,  assessment,  or charge  (other than any
income, franchise, or similar tax imposed directly on Landlord or Landlord's net
income from the Property) required to be paid on account of (a) the execution of
this Lease, (b) the use or occupancy of the Premises by Tenant,  (c) the rent or
other  payments  due  hereunder,  or (d)  Tenant's  trade  fixtures,  equipment,
machinery,  inventory,  merchandise  or other personal  property  located on the
Premises and owned by or in the custody of Tenant. All such taxes,  assessments,
and charges  shall be paid  promptly  as they  become due prior to  delinquency.
Tenant  shall  provide  Landlord  with copies of paid  receipts  for such taxes,
assessments, or charges promptly after payment of same. Tenant shall also pay on
written  demand from Landlord any increase in ad valorem taxes or assessments on
the Property as a result of alterations,  additions,  or improvements made by or
on behalf of Tenant other than the initial Tenant Improvements.



6.       INSURANCE COVERAGE; Waiver of Subrogation.

         (a) Landlord  shall  maintain  property  and casualty  insurance on the
Building,  with extended coverage or such other additional  coverage as Landlord
shall  elect,  in an amount of not less  than the full  replacement  cost of the
Building;  provided,  however,  if the  premium  for any  insurance  carried  by
Landlord with respect to the Property increases as the result of Tenant's use or
occupancy  or as the  result of any act or  omission  of  Tenant or its  agents,
employees,  or  contractors,  Tenant  shall pay  Landlord the amount of any such
increase on written demand.  Payment of such increased premiums shall not excuse
any  noncompliance  with this Lease by Tenant that may have caused the increased
premiums.

         (b) Tenant shall  maintain and pay for property and casualty  insurance
with extended coverage on all trade fixtures, equipment, machinery, merchandise,
or other  personal  property  belonging  to or in the  custody  of Tenant in the
Premises  or  otherwise  on the  Property.  Tenant  shall  maintain  and pay for
commercial general liability  insurance  (occurrence  coverage) in the amount of
not less than $2,000,000.00, with a company licensed to do business in the state
in which the Property is located and reasonably  acceptable to Landlord,  naming
Landlord as an additional insured, providing contractual liability coverage, and
containing  an  undertaking  by the  insurer  not to cancel  or change  coverage
materially  without first giving  thirty (30) days' written  notice to Landlord.
Tenant shall furnish Landlord  certificates of insurance evidencing the required
commercial  general liability  insurance coverage prior to the Commencement Date
and thereafter  prior to each policy renewal date.  Tenant shall be permitted to
satisfy the foregoing insurance requirements through the use of blanket policies
which otherwise comply with the terms hereof.

         (c) Each of  Landlord  and  Tenant  hereby  waives  all claims or other
rights of recovery against the other and its agents,  employees, and contractors
for any loss or damage to the Premises or other portions of the Property,  or to
any personal property or fixtures thereon,  by reason of fire or other insurable
risk of loss (whether or not actually  insured),  regardless of cause or origin,
including negligence,  gross negligence, or misconduct of the other party or its
agents, employees, or contractors,  and covenants that no insurer shall hold any
right of  subrogation  against such other party.  Landlord and Tenant shall each
advise its insurers of the  foregoing  waiver and such waiver shall be a part of
the  respective  policies of  property  and  casualty  insurance  maintained  by
Landlord and Tenant.

7.  REPAIRS  AND  MAINTENANCE  BY  LANDLORD.  At its own cost (and not as a cost
included in the calculation of Additional Rent),  Landlord shall repair only the
roof, exterior walls,  structural members (including foundation and subflooring)
of the Premises,  and central plumbing and electrical systems serving the entire
Building up to the point of entry into the  Premises.  If Tenant gives  Landlord
written  notice of the need for  repairs,  Landlord  shall begin any repair work
required under the terms of this Lease within thirty (30) days after its receipt
of such notice, and shall diligently pursue such required repairs to completion.
If  repairs  are  required  to be made by  Landlord  as the result of any act or
omission of Tenant or its agents,  employees,  or contractors,  then any cost of
such repairs in excess of insurance proceeds actually received by Landlord shall
be paid by Tenant to  Landlord  on written  demand,  and  Landlord  shall not be
obligated  to begin or continue  repair work until funds for such  purposes  are
received  from  insurance  proceeds or from Tenant.  As used in this  Paragraph,
"repair" includes the replacement of materials or equipment.

As items whose cost is included in the calculation of Additional Rent,  Landlord
shall provide for:

Routine repairs, service,  management,  operations and maintenance of the common
areas,  facilities,  and  equipment  of  the  Property,  including  landscaping,
irrigation systems,  parking and loading areas, driveways,  sidewalks,  exterior
lighting,  common signs,  garbage collection and disposal,  common water, sewer,
plumbing, gas, electric facilities and equipment,  and other areas,  facilities,
or equipment shared by the various tenants of the Property. If and to the extent
Landlord  chooses,  Landlord  may furnish  common  area  security  services  and
equipment. Landlord has no duty to provide security for persons or property, and
no duty to do so shall be deemed to have been assumed by  Landlord's  furnishing
of security services. Tenant waives and releases all claims against Landlord and
its agents,  employees,  and  contractors  to the extent based on any  wrongful,
negligent,  or other failure to furnish security services or equipment or on any
wrongful,  negligent,  or other act or omission in connection  with any security
services or equipment furnished.

Tenant  shall not be deemed to have been  evicted  as the  result  of, nor shall
Landlord be liable for any loss or damage to the  property of Tenant  located in
the  Premises or for any loss of business or profits of Tenant or other  damages
of any kind  arising  from (i) any failure of  Landlord to provide  maintenance,
repair, or other services to be furnished by Landlord pursuant to this Paragraph
as the result of circumstances  outside of Landlord's  reasonable control,  (ii)
any  interruption  or  unavailability  of  utilities or any  stoppage,  leaking,
bursting,  or other defect or failure in the utility lines,  pipes,  wires,  and
other facilities serving the Premises as the result of circumstances  outside of
Landlord's reasonable control, or (iii) any repairs,  maintenance,  alterations,
or  improvements  to any  portion  of  the  Property  made  in  connection  with
correcting  any of the foregoing  circumstances  or providing  the  maintenance,
repair,  or  other  services  to be  furnished  by  Landlord  pursuant  to  this
Paragraph,  provided  that in  connection  with any such repairs or  corrections
Landlord  shall  use  commercially   reasonable   efforts  to  prevent  material
interference  to Tenant and  Tenant's  business.  If as the result of any of the
foregoing,  the Premises remain  untenantable  for more than ten (10) days after
written notice from Tenant to Landlord specifying the circumstances  giving rise
to such  untenantability,  then as Tenant's sole and exclusive  remedy,  Minimum
Rent and  Additional  Rent shall abate for so long  thereafter  as the  Premises
remain untenantable in Landlord's judgement.  Such abatement of Minimum Rent and
Additional Rent shall not extend the term of this Lease.

In exercising its rights under this Paragraph,  Landlord shall use  commercially
reasonable  efforts  to not  materially  interfere  with or  disrupt  the normal
operation of Tenant's  business.  Landlord,  and any third parties  entering the
Premises at Landlord's invitation or request shall at all times strictly observe
Tenant's  reasonable  rules relating to security on the Premises.  Except in the
event of an emergency,  Tenant shall have the right, in its sole discretion,  to
designate a representative to accompany  Landlord,  or any third parties,  while
they are on the Premises.

8. REPAIRS AND  MAINTENANCE  BY TENANT.  Tenant shall  maintain and keep in good
repair all parts and  components of the Premises not expressly  required by this
Lease to be maintained or repaired by Landlord,  including  without  limitation,
plumbing,  wiring,  electrical  systems,  HVAC systems and equipment (except for
routine maintenance provided by Landlord),  glass and plate glass, and equipment
or machinery constituting fixtures. All maintenance and repair work performed by
Tenant shall be carried out in a good an workmanlike  manner in compliance  with
applicable  building codes and other laws. As used in this  Paragraph,  "repair"
includes the replacement of materials or equipment.

Notwithstanding anything contained herein to the contrary,  Tenant shall, at its
sole  cost and  expense,  maintain  and keep the  heating,  ventilating  and air
conditioning  systems,  apparatus  and  equipment  (the  HVAC  Systems)  in good
condition  and repair  during the entire term of this Lease.  Within thirty (30)
days of the date Tenant takes  possession  of the  Premises,  Tenant shall enter
into a  maintenance  contract,  requiring  at  least  quarterly  service  with a
reputable and licensed full service HVAC  maintenance firm approved by Landlord,
for the routine  maintenance  and  servicing of the HVAC  Systems.  Tenant shall
furnish Landlord with a copy of the then current maintenance contract.  Landlord
shall have the specific right to inspect,  or have inspected,  the HVAC Systems,
and if in  Landlord's  reasonable  judgement  such  HVAC  Systems  are not being
properly  maintained,  Landlord shall have the right to give notice to Tenant of
such, and Landlord may, at the expense of Tenant, undertake to make such repairs
as are necessary to put the HVAC Systems in good condition.

Notwithstanding anything contained herein to the contrary,  Tenant shall, at its
sole cost and expense,  provide for the routine  control and  extermination,  as
applicable,  of insects, pests, and other vermin in the premises (Pest Control).
If Landlord, in its reasonable judgement,  determines that Tenant's Pest Control
is insufficient,  Landlord may, at the expense of Tenant,  undertake to contract
for such services as Landlord deems necessary to correct the situation.

9. UTILITIES AND JANITORIAL SERVICES. Tenant shall contract directly with public
or private  utility  companies  to obtain,  and shall pay  directly any required
deposits, installation and hook-up costs, and consumption or use charges for (a)
electricity,  gas, and telephone or other telecommunications services, (b) water
and sewer service if separately metered for the Premises, (c) unless provided by
Landlord  as part of the  common  facilities  of the  Property,  trash and waste
collection and disposal service,  and (d) waste collection and disposal services
for waste in exceptional  quantities or of a type requiring  special handling or
that is otherwise  not  suitable for  collection  and  disposal  through  common
facilities of the Property,  if any. Tenant shall provide and pay for janitorial
services  of a type  and  frequency  to keep  the  Premises  in a  clean,  safe,
healthful, and presentable condition.

10. ALTERATIONS AND IMPROVEMENTS.  Tenant shall make no alterations,  additions,
or  improvements  to the  Premises or the  Property  that affect the  structural
elements  of the  Building or  Building  systems or  exterior  without the prior
written  consent  of  Landlord  in each  instance,  which  consent  shall not be
unreasonably withheld.  Tenant shall comply with all reasonable  requirements of
Landlord  relating  to  approval of plans and  specifications,  compliance  with
building  codes and other laws,  protection  of the  integrity,  condition,  and
proper  functioning  of the  roof,  walls,  foundations,  and  other  structural
elements of the  Building  and of the  Building's  mechanical,  electrical,  and
plumbing   systems  and  equipment,   employment  and  bonding  of  contractors,
insurance, aesthetic considerations, and other relevant matters as determined by
Landlord.  All  alterations,   additions  or  improvements,   including  without
limitation all partitions, walls, railings, carpeting, floor and wall coverings,
and other fixtures  (excluding  Tenant's trade fixtures) made by, for, or at the
direction of Tenant shall become the property of Landlord  when made,  and shall
remain upon the Premises at the expiration or earlier termination of this Lease.
Subject to the last  paragraph of Paragraph  7,  Landlord  reserves the right to
make structural and nonstructural  alterations,  additions,  and improvements to
the  Property,  to re-stripe  parking areas and  otherwise  control  parking and
traffic  movement on the Property,  and to change the name or street  address of
the Property.

11. TRADE FIXTURES AND OTHER PERSONAL PROPERTY.  Any trade fixtures installed in
the Premises at Tenant's expense shall remain Tenant's  personal  property,  and
Tenant  shall have the right at any time during the term of this Lease to remove
such trade fixtures (provided that any damage to the Building or Premises caused
by such  removal  shall  immediately  be repaired  by Tenant).  On or before the
expiration of the term or earlier termination of this Lease, Tenant shall remove
all trade fixtures and personal property from the Premises, repair any damage to
the  Building  or  Premises  caused by removal of its trade  fixtures  and other
personal  property,  and leave the Premises in a clean  condition free of waste,
refuse,  or debris.  If Tenant fails to do so,  Landlord may retain,  store,  or
dispose of such trade  fixtures and other  personal  property  however  Landlord
chooses  without  liability  of any kind to  Tenant,  repair  any  damage to the
Building or Premises caused by removal of such trade fixtures and other personal
property, and clean the Premises and properly dispose of all such waste, refuse,
or debris;  and all costs and expenses  incurred by Landlord in connection  with
the  foregoing  shall be payable by Tenant to  Landlord on written  demand.  The
following property shall be considered part of the permanent improvements to the
Building  owned by  Landlord,  not trade  fixtures  of Tenant,  and shall not be
removed from the Premises by Tenant under any  circumstances:  (a) HVAC systems,
fixtures,  or equipment  (unless the same is installed by Tenant, in which event
Tenant may remove same in accordance  with the first  sentence of this Paragraph
11); (b) lighting fixtures or equipment; (c) dock levelers; (d) carpeting, other
permanent  floor  coverings,  or raised  flooring;  (e)  paneling  or other wall
coverings;  (f) plumbing  fixtures and  equipment;  and (g) permanent  shelving.
Notwithstanding  any  contrary  provision  herein,  Landlord may  designate,  in
connection with its review and approval of Tenant's plans, such equipment and/or
improvements  (including without limitation those related to HVAC) that Landlord
desires  for  Tenant  to  remove  upon the  expiration  of the  term or  earlier
termination of this Lease,  which equipment and improvements shall be treated as
trade fixtures for purposes of the second and third  sentences of this Paragraph
11.

12. SIGNS AND  ADVERTISING.  Tenant may, at its sole cost and  expense,  install
exterior tenant identification sign on the Building.  The identification signage
will be of a design  acceptable to Landlord in its sole discretion  (taking into
account signage standards applicable to the Property),  and installation will be
in a manner prescribed by Landlord.  Landlord shall have the right to remove any
unapproved  signage and repair any resulting  damage to the Building or Premises
at the cost and expense of Tenant  payable on written  demand.  Tenant shall not
use or allow the use in or about the  Premises or  elsewhere  on the Property of
any sound production device, mechanical or moving display device, bright lights,
or other advertising media that would be visible or audible from the exterior of
the Building.

13. LANDLORD'S RIGHT OF ENTRY.  Landlord and persons  authorized by Landlord may
enter  the  Premises  at any time  without  notice  to  Tenant  in the  event of
emergency  involving  possible  injury to  property  or persons in or around the
Premises or the Building. Subject to the last paragraph of Paragraph 7, Landlord
and persons authorized by Landlord shall have the right to enter the Premises at
all  reasonable  times and upon  reasonable  notice for the  purposes  of making
repairs or connections,  making alterations,  additions,  or improvements to the
Building, installing utilities,  providing services to the Premises or for other
tenants,  making inspections,  or showing the Premises to prospective purchasers
or lenders of the Property. During the last six (6) months of the initial or any
extended term,  Landlord and persons authorized by Landlord shall have the right
at  reasonable  times  and  upon  reasonable  notice  to show  the  Premises  to
prospective tenants.

14.  CASUALTY  DAMAGE.  If any part of the  Premises is damaged by fire or other
casualty,  Tenant  shall give prompt  notice to  Landlord.  If damage by fire or
other casualty renders any substantial part of the Premises untenantable and the
repair time to restore the  Premises to a tenantable  condition  will exceed one
hundred twenty (120) days (or will exceed thirty (30) days in the case of damage
occurring during the last twelve (12) months of the term), or if any part of the
Property is so damaged that in Landlord's  judgment,  substantial  alteration or
reconstruction is required (whether or not the Premises have been damaged by the
casualty),  or if any  mortgagee of the  Property  requires  application  of the
insurance  proceeds to the  reduction of the mortgage  debt,  or if any material
uninsured loss occurs,  Landlord may, at its option,  terminate this Lease by so
notifying  Tenant  in  writing  within  sixty  (60)  days  after the date of the
casualty;  provided,  however,  if Landlord desires to terminate this Lease as a
result of an uninsured  loss or mortgagee's  application of insurance  proceeds,
Landlord shall notify Tenant of the amount of insurance  proceeds  available for
restoration  (if  Landlord  knows  the  same)  and  Tenant  may  agree to pay to
Landlord, as rental hereunder, the difference between such amount and the actual
costs of restoration,  in which case the Lease shall not be terminated  pursuant
to  this  sentence.  If the  damage  by  fire  or  other  casualty  renders  any
substantial part of the Premises  untenantable and if the repair time to restore
the Premises to a tenantable condition will exceed one hundred twenty (120) days
(or will exceed thirty (30) days in the case of damage occurring during the last
twelve (12) months of the term),  Tenant may elect to terminate this Lease by so
notifying  Landlord  in  writing  within  sixty  (60) days after the date of the
casualty.  If the Lease is not so  terminated  by Landlord  or Tenant,  Landlord
shall promptly  begin and  diligently  pursue the work of restoring the Premises
(including  the initial  Tenant  Improvements)  to  substantially  their  former
condition  as soon as  reasonably  possible.  Landlord  shall not,  however,  be
required to restore any alterations,  additions,  or improvements other than the
initial  Tenant  Improvements  or to spend any amount in excess of the insurance
proceeds  actually  received by Landlord as a result of the  casualty.  Landlord
shall allow Tenant an equitable  abatement of Minimum Rent and  Additional  Rent
during the time and to the extent the Premises are untenantable as the result of
fire or other casualty, but such abatement shall not extend the term.

15. CONDEMNATION. If all or substantially all of the Property is condemned or is
sold in lieu of  condemnation,  then this Lease shall  terminate on the date the
condemning  authority takes  possession.  If less than all of the Property is so
condemned or sold  (whether or not the Premises are  affected) and in Landlord's
judgment,  the Property cannot be restored to an economically  viable condition,
or if any  mortgagee  of  the  Property  requires  application  of  condemnation
proceeds to the  reduction of the mortgage  debt,  Landlord may  terminate  this
Lease by written notice to Tenant effective on the date the condemning authority
takes  possession.  If the condemnation  will render any substantial part of the
Premises  untenantable,  Tenant may  terminate  this Lease by written  notice to
Landlord effective on the date the condemning  authority takes possession of the
affected part of the Premises. If this Lease is not so terminated by Landlord or
Tenant, Landlord shall, to the extent feasible,  restore the Premises (including
the initial  Tenant  Improvements)  to  substantially  their  former  condition.
Landlord shall not, however, be required to restore any alterations,  additions,
or  improvements  other than the  initial  Tenant  Improvements  or to spend any
amount in excess of the  condemnation  proceeds  actually  received by Landlord.
Landlord  shall  allow  Tenant  an  equitable  abatement  of  Minimum  Rent  and
Additional Rent during the time and to the extent the Premises are  untenantable
as the result of any condemnation, but such abatement shall not extend the term.
All condemnation  awards and proceeds shall belong exclusively to Landlord,  and
Tenant shall not be entitled to, and  expressly  waives and assigns to Landlord,
all claims for any compensation for condemnation;  provided,  however, if Tenant
is  permitted  by  applicable  law to  maintain a separate  action that will not
reduce condemnation awards or proceeds to Landlord, Tenant shall be permitted to
pursue such separate action, but only for loss of business, moving expenses, and
Tenant's trade fixtures.

16       TRANSFERS BY TENANT.

         (a) Without  the prior  written  consent of Landlord in each  instance,
which consent will not be unreasonably withheld,  Tenant shall not do any of the
following (as used in this  Paragraph,  a "Transfer"):  (i) assign this Lease or
any estate or interest therein,  whether  absolutely or collaterally as security
for any  obligation;  (ii) sublease any part of the  Premises;  (iii) permit any
assignment of this Lease or any estate or interest  therein by operation of law;
(iv) subject to Paragraph 16(d) below, grant any license,  concession,  or other
right of  occupancy  for any part of the  Premises;  or (v) subject to Paragraph
16(d) below,  permit the use of the Premises by any person other than Tenant and
its agents and employees. Permissible reasons for Landlord's withholding consent
include  (but are not limited to) the  following:  (vi) the  proposed use of the
Premises is not  permitted by this Lease,  would  materially  negatively  affect
insurance or environmental risks (unless Tenant or the transferee nullifies such
risks), or would otherwise materially negatively impact the Property;  (vii) the
creditworthiness  of the  proposed  transferee  is  unacceptable  to Landlord in
Landlord's  good faith business  judgment;  (viii) the proposed use or occupancy
would require  alterations or additions to the Premises or other portions of the
Property to comply with applicable  laws,  ordinances,  and regulations  (unless
Tenant or the transferee in advance funds such alterations or additions and same
do not materially  negatively  impact the Property);  and (ix) if the consent of
any mortgagee is required,  such  mortgagee  refuses to consent after good faith
efforts by Landlord to obtain  such  consent.  Any  attempted  Transfer  without
Landlord's prior written consent shall be void.

         (b) If Tenant requests  Landlord's  consent to a Transfer (other than a
Permitted Transfer), Landlord may either (i) approve or disapprove the Transfer,
or (ii) terminate  this Lease with respect to the part of the Premises  included
in the proposed  Transfer.  In connection with each Transfer  request by Tenant,
Tenant shall obtain and furnish to Landlord all  documents,  financial  reports,
and other  information  Landlord  reasonably  requires in order to evaluate  the
proposed  transferee.  Landlord shall advise Tenant of Landlord's  decision with
respect to the  requested  Transfer  within  twenty  (20) days after  receipt of
Tenant's  written Transfer request and all requested  supporting  materials.  If
Landlord  refuses  to  consent  to  a  requested  Transfer,   this  Lease  shall
nonetheless  remain in full force and  effect.  The  consent of  Landlord to one
requested  Transfer  shall  never be  construed  to waive  the  requirement  for
Landlord's  consent to other  Transfers,  nor shall any  consent by  Landlord or
Transfer  by  Tenant  discharge  or  release  Tenant  from  any  obligations  or
liabilities  to  Landlord.   Tenant  shall  remain  fully  responsible  for  all
obligations and liabilities arising under this Lease following any Transfer.

         (c) All net  cash or  other  proceeds  of any  Transfer  (other  than a
Permitted  Transfer) in excess of the Minimum Rent and  Additional  Rent payable
under this Lease (i.e.,  net of reasonable  brokerage  commissions,  legal fees,
transferee  improvements  and other costs incurred by Tenant in connection  with
the Transfer)  shall be paid to Landlord,  and Tenant hereby assigns to Landlord
all  rights it might  have or ever  acquire  to such  portion  of the excess net
proceeds.  No transferee of less than the entire Premises or Lease shall ever be
entitled to exercise any extension,  expansion, or other option provided in this
Lease or to the return of the Deposit.  If an Event of Default by Tenant  occurs
after any Transfer,  Landlord may, at its option, collect rent directly from the
transferee,  and Tenant hereby authorizes any transferee to pay rent directly to
Landlord at all times after receipt of written notice from  Landlord.  No direct
collection  by  Landlord  from any  transferee  shall  constitute  a novation or
release Tenant from its obligations and liabilities under this Lease.

         (d)  Notwithstanding any provision of this Lease to the contrary (i) an
assignment  or subletting of all or a portion of the Premises to an entity which
is controlled by, controls,  or is under common control with,  Tenant,  or to an
entity or which results from a merger or consolidation with Tenant, or which has
purchased all or a substantial part all of Tenant's assets (any such entity,  an
Affiliate),  (ii) a transfer  of all or a  substantial  portion of the shares in
Tenant in connection with any sale, assignment,  merger or other reorganization,
whether  by  operation  of  law  or  otherwise,  (iii)  a  transfer  of all or a
substantial  part  of the  assets  of  Tenant,  (iv)  any  transfer  of all or a
substantial  portion  of the  shares,  control,  and/or  assets of Tenant to any
Affiliate,  division,  or  entity  controlling,  controlled  by or under  common
control with Tenant,  (v) any  assignment  of this Lease or pledge of a legal or
beneficial interest in Tenant to a lender or vendor as security for financing of
Tenant's equipment (provided, however, that Landlord shall owe such vendor(s) no
duties or obligations  except to the extent,  if any,  imposed on Landlord under
any document(s)  executed by Landlord and such vendor(s)),  and/or (vi) provided
that Tenant  remains in  possession  and control of the  Premises,  any Business
Agreements  (defined  below) to the  extent  that any  Business  Affiliates  (as
defined  below)  comply in all  respects  with this  Lease,  including,  without
limitation,   the  provisions   hereof  related  to  permitted  uses  and  legal
compliance,  shall be a Permitted  Transfer and not be deemed a Transfer for any
purpose  under this Lease,  provided that Tenant  notifies  Landlord of any such
assignment or sublease and supplies  Landlord with any documents or  information
reasonably  requested by Landlord  regarding such assignment or sublease to such
affiliate.  The term Business  Agreement(s) shall mean any license,  co-location
agreement  (defined  below),  or  other  arrangement  which  permits  the use or
occupancy  of  portions  of  the  Premises  by  any  of  Tenant's  subsidiaries,
divisions,  customers,  peering  partners,  or providers  of  telecommunications
services to any of the  foregoing  (collectively,  Business  Affiliates)  and/or
their equipment and personnel;  provided, however, that such Business Affiliates
(a) shall  have no right to occupy  the  Premises,  (b) shall be  subject to all
restrictions  imposed on Tenant hereunder,  and (c) shall be owed no duties from
Landlord.  The term Co-location  agreement(s)  shall mean any agreement  entered
into by Tenant with another party whereby Tenant is providing (whether by cable,
fiber or other form of  physical  transmission,  wireless  transmission,  or any
other  mode of  transmission)  (i)  co-location,  access,  or any other  form of
connection  to (a)  the  Internet,  (b) any  Internet  successor  or  affiliated
networking system,  and/or (c) any other existing or future  telecommunications,
networking,  or communication  systems,  or (ii) computer  outsourcing  services
(e.g.  housing and  management  of computer  services for  Business  Affiliates,
whether or not such entities are connected to the Internet or other  networks or
systems).  Control,  as used in this  Subparagraph,  shall  mean the  ownership,
directly  or  indirectly,  of  more  than  fifty  percent  (50%)  of the  voting
securities of, or possession of the right to vote, in the ordinary  direction of
its affairs,  of more than fifty  percent  (50%) of the voting  interest in, any
person or entity.

17 TRANSFERS BY LANDLORD.  Landlord shall have the  unrestricted  right to sell,
assign,  mortgage,  encumber,  or  otherwise  dispose  of all or any part of the
Property or any interest therein. Upon sale or other disposition of the Property
to a party who assumes the  obligations of Landlord  under this Lease,  Landlord
shall be released and discharged from  obligations  and  liabilities  thereafter
accruing under this Lease (including  liability for the return of any Deposit if
the same has been  delivered  to such  party),  and Tenant  shall look solely to
Landlord's  successor for  performance  of the Lease  thereafter  (including the
return of any Deposit if the same has been  delivered to such  party).  Tenant's
obligations  under this Lease  shall not be  affected  by any sale,  assignment,
mortgage,  encumbrance,  or other  disposition of the Property by Landlord,  and
Tenant shall attorn to anyone who thereby  becomes the  successor to  Landlord's
interest in this Lease.

18 SUBORDINATION. This Lease is subject and subordinate to any and all mortgages
now  or  hereafter  encumbering  the  Property.   Such  subordination  shall  be
self-operative without the necessity of any further instrument, but if requested
by  Landlord,  Tenant  shall  promptly  execute  and  deliver  to  Landlord  any
instrument Landlord may reasonably request to evidence the subordination of this
Lease to such  mortgages  or to  acknowledge  the  assignment  of this  Lease as
additional  security  for such  mortgages.  If any person  acquires the Property
through  the  exercise  of  remedies  provided  in  a  mortgage,   Tenant  shall
automatically  attorn to and become the tenant of the new owner of the Property,
except  that the new owner  shall not be bound by any  payment  of rent for more
than one (1) month in advance or liable for any act or omission of Landlord that
occurred  prior to the date the new owner  acquired  title and possession of the
Property.  Upon request by such a new owner,  Tenant shall execute an instrument
confirming the attornment provided in this Paragraph.

Notwithstanding  any  provision of this Lease to the contrary,  Landlord  hereby
represents and warrants that it shall,  within thirty (30) days of the execution
and  delivery  of this Lease by Tenant,  obtain  from the holder of a  mortgage,
ground lease or any other  interest in the Premises,  Building  and/or  Property
superior to Tenant (a Mortgagee), a non-disturbance  agreement providing,  among
other things,  that (a) Tenant will not be named or joined in any  proceeding to
enforce the Mortgagee's  interest unless required by law in order to perfect the
proceeding;  (b) enforcement of the Mortgagee's interest shall not terminate the
Lease or disturb Tenant in the possession and use of the Premises (except in the
case where Tenant is in default under the Lease beyond any applicable notice and
cure  period);  and (c) any party  succeeding  to the  interest of Landlord as a
result of the  enforcement  of the  holder's  interest  shall be bound to Tenant
under all the terms,  conditions  and  covenants of the Lease for the balance of
the term  thereof,  with the same  force and  effect as if such  party  were the
original Landlord under this Lease. In addition,  Tenant's  subordination to any
future Mortgagee hereunder is expressly conditioned on execution and delivery of
a non-disturbance  agreement as set forth above.  Landlord and Tenant agree that
any non-disturbance agreement in form and substance substantially similar to the
form  attached  hereto  as  Exhibit H shall  satisfy  the  requirements  of this
Paragraph.

19 ESTOPPEL  CERTIFICATES;  Financial  Statements.  Within ten (10) days after a
written request by Landlord,  Tenant shall deliver an estoppel  certificate in a
form supplied by or acceptable  to Landlord  certifying  any facts that are then
true with respect to this Lease, including without limitation that this Lease is
in full force and  effect,  that no default  exists on the part of Tenant or, to
Tenant's knowledge, on the part of Landlord, that Tenant is in possession,  that
Tenant has commenced the payment of rent, and that Tenant, to its knowledge, has
no  defenses  or offsets  with  respect  to  payment  of rent under this  Lease.
Likewise, within ten (10) days after a written request by Tenant, Landlord shall
deliver to Tenant an estoppel  certificate  covering  such  matters of fact with
respect to Landlord's obligations under the Lease as are reasonably requested by
Tenant. If Landlord intends to sell the Property or obtain a loan secured by the
Property,  then within ten (10) days of Landlord's written request, Tenant shall
furnish  Landlord  its most  recent  available  audited or  unaudited  financial
statements.

20       EVENTS OF DEFAULT BY TENANT.  Each of the following constitutes an
Event of Default by Tenant (herein so called):

         (a) Tenant  fails or refuses to pay any  installment  of Minimum  Rent,
Additional  Rent,  or any other sum payable  under this Lease when due,  and the
failure or refusal continues for at least five (5) days after receipt of written
notice of such failure,  provided  that  Landlord  shall not be required to give
more than two (2) such notices of payment default within any consecutive  twelve
(12) month  period  (with any  subsequent  late  payment  within  such period an
automatic default).

         (b) Tenant fails or refuses to comply with any  provision of this Lease
not requiring the payment of money, and the failure or refusal  continues for at
least thirty (30) days after receipt of written notice from Landlord;  provided,
however,  if any failure by Tenant to comply with this Lease cannot be corrected
within  such  30-day  period  solely as a result of  nonfinancial  circumstances
outside of Tenant's control, and if Tenant has commenced substantial  corrective
actions  within such 30-day  period and is diligently  pursuing such  corrective
actions,  such 30-day  period shall be extended for such  additional  time as is
reasonably  necessary  to  allow  completion  of  actions  to  correct  Tenant's
noncompliance.

         (c) Tenant's leasehold estate is taken on execution or other process of
law in any action against Tenant (other than a Permitted Transfer).

         (d) Tenant fails or refuses to take  occupancy of the Premises upon the
Commencement  Date,  or  Tenant  ceases  to do  business  in,  or  abandons  any
substantial  part of, the Premises,  and  concurrently  fails to comply with any
other material  obligation or covenant under this Lease (e.g.,  payment of rent,
maintenance of the Premises or maintenance of insurance).

         (e) Tenant or any  guarantor  of this Lease files a petition  under any
chapter of the United States  Bankruptcy Code, as amended,  or under any similar
law or statute of the United States or any state, or a petition is filed against
Tenant or any such  guarantor  under any such  statute  and not  dismissed  with
prejudice  within  twenty  (20) days of  filing,  or a  receiver  or  trustee is
appointed  for  Tenant's  leasehold  estate or for any  substantial  part of the
assets of Tenant or any such  guarantor  and such  appointment  is not dismissed
with prejudice  within sixty (60) days, or Tenant or any such guarantor makes an
assignment for the benefit of creditors.

21       LANDLORD'S  REMEDIES.  If an Event of Default by Tenant occurs,
Landlord shall be entitled then or at any time  thereafter to do any one or more
 of the following at Landlord's option:

         (a) Enter the Premises if need be, and take whatever  curative  actions
are necessary to rectify  Tenant's  noncompliance  with this Lease;  and in that
event Tenant shall reimburse  Landlord on written demand for any expenditures by
Landlord to effect compliance with Tenant's obligations under this Lease.

         (b)  Terminate  this Lease,  in which event  Tenant  shall  immediately
surrender  possession of the Premises to Landlord,  or without  terminating this
Lease,  terminate  Tenant's  right to possession of the Premises;  and in either
case,  Landlord may re-enter and take  possession of the Premises,  evict Tenant
and  all  parties  then in  occupancy  or  possession,  and if  permitted  under
applicable  law,  change the locks on the doors of the Premises  without  making
keys to the changed locks available to Tenant.

         (c) If Landlord has  terminated  this Lease,  recover all Minimum Rent,
Additional Rent, and other sums owing and unpaid under this Lease as of the date
of termination  plus damages  measured by the present value of the difference in
the rental value of the Premises if this Lease had been fully  performed for the
balance of the term and the rental value of the Premises  following the Event of
Default by Tenant (taking into account probable  remodeling,  lease  commission,
allowance, inducement, and other costs of reletting).

(d) If Landlord  has not  terminated  this Lease  (whether or not  Landlord  has
terminated  Tenant's  right to  possession  of the Premises or actually  retaken
possession),  recover  (in one or more  suits  from  time to time or at any time
before or after the end of the term) all  Minimum  Rent,  Additional  Rent,  and
other sums then or thereafter  owing and unpaid under this Lease,  together with
all costs,  if any,  incurred in reletting the Premises  (including  remodeling,
lease commission,  allowance,  inducement,  and other costs),  less all rent, if
any,  actually  received from any reletting of the Premises during the remainder
of the term.  Landlord  shall  have the right  following  an Event of Default by
Tenant to relet the Premises on Tenant's account without  terminating the Lease,
any such reletting to be on such terms as Landlord  considers  reasonable  under
the  circumstances.  Landlord  may, at its option and without  terminating  this
Lease, also declare the difference, if any, between (i) the entire amount of the
rental  which would become due and payable  during the  remainder of the term of
this Lease, discounted to present value using a discount rate equal to the prime
rate of the Atlanta office of Bank of America (the "Prime Rate") in effect as of
the date of such  declaration,  and (ii) the  fair  rental  value of the  Leased
Premises  during the  remainder of the term of this Lease  (taking into account,
among other factors, the anticipated duration of the period the Premises will be
unoccupied  prior to reletting and the anticipated  cost of reletting the Leased
Premises),  also  discounted to present value using a discount rate equal to the
Prime Rate in effect as of the date of such  declaration,  to be due and payable
immediately,  in which event such sum shall be due and payable  immediately  and
Tenant agrees to pay to Landlord the same at once,  together with all rental and
other sums  theretofore  due, it being  understood  and agreed that such payment
shall be and  constitute  Landlord's  liquidated  damages,  Landlord  and Tenant
acknowledging  and agreeing  that it is difficult or impossible to determine the
actual damages  Landlord  would suffer from Tenant's  breach hereof and that the
agreed upon liquidated  damages are not punitive or penalties and are just, fair
and reasonable, all in accordance with O.C.G.A. `13-6-7.

         (e)      Recover all costs of retaking  possession of the Premises and
any other damages incidental to the Event of Default by Tenant.

         (f)  Terminate  all of Tenant's  rights to any  allowances or under any
renewal,  extension,  expansion,  refusal, or other options granted to Tenant by
this Lease.

         (g)      Exercise any and all other remedies  available to Landlord at
law or in equity,  including  injunctive  relief of all varieties.

If Landlord elects to retake possession of the Premises without terminating this
Lease,  it may  nonetheless at any subsequent time elect to terminate this Lease
and exercise the remedies  provided above on  termination of the Lease.  Nothing
done by  Landlord  or its  agents  shall  be  considered  an  acceptance  of any
attempted  surrender of the Premises unless  Landlord  specifically so agrees in
writing.  No re-entry or taking of possession  of the Premises by Landlord,  nor
any  reletting of the  Premises,  shall be considered an election by Landlord to
terminate this Lease unless Landlord gives Tenant written notice of termination.

22 LANDLORD'S  DEFAULT.  It shall be an Event of Default by Landlord  (herein so
called)  only if Landlord  fails to comply with any  provision of this Lease and
the failure  continues for at least thirty (30) days after  written  notice from
Tenant to  Landlord  (with a copy to  Landlord's  mortgagee  if Tenant  has been
notified in writing of the  identity and address of such  mortgagee);  provided,
however,  if any  failure  by  Landlord  to  comply  with this  Lease  cannot be
corrected  within  such  30-day  period  solely  as  a  result  of  nonfinancial
circumstances outside of the control of Landlord,  and if substantial corrective
actions  have  commenced  within  such  30-day  period and are being  diligently
pursued,  such 30-day  period shall be extended for such  additional  time as is
reasonably  necessary  to allow  completion  of actions  to  correct  Landlord's
noncompliance.

23 TENANT'S  REMEDIES.  Except as otherwise provided in this Lease, in the Event
of Default by Landlord,  Tenant  shall be entitled to any remedies  available at
law or in  equity.  Notwithstanding  anything  in this  Lease  to the  contrary,
Landlord  shall never be liable in the Event of Default by  Landlord,  under any
promise of indemnity in this Lease,  or under any other  provision of this Lease
for any loss of business or profits of Tenant or other consequential  damages or
for  punitive  or special  damages  of any kind.  None of  Landlord's  officers,
employees,  agents,  directors,  shareholders,  or partners  shall ever have any
liability to Tenant under or in  connection  with this Lease.  Tenant  agrees to
look solely to  Landlord's  interest  in the  Property  for the  recovery of any
judgment against Landlord, and Landlord shall never be personally liable for any
judgment.

In the event that Landlord fails to comply with its  obligations to repair under
Paragraph 7 within the period set forth in Paragraph  22,  Tenant shall have the
right,  upon  reasonable  prior notice to Landlord,  to make such repairs as are
reasonably  necessary to promote the  tenantability  of the Premises and protect
Tenant's business  operations and equipment.  Landlord shall reimburse  Tenant's
reasonable costs (but in no event for any Excess Costs (as hereinafter  defined)
incurred in connection with any such repair by Tenant within thirty (30) days of
receipt of invoices and necessary lien waivers therefor.  Landlord  acknowledges
that the watertighness of the Building is of paramount  importance to Tenant and
agrees  that it shall  repair  any  leaks as  quickly  as  possible,  and  that,
notwithstanding  the  foregoing,  Tenant may,  immediately  following  notice to
Landlord,  use  commercially  reasonable  efforts to correct such leaks and make
such  other  repairs  as Tenant  deems  necessary,  in its  reasonable  business
judgment,  to avert damage to its operations and equipment.  Notwithstanding any
contrary provision herein, in the event that Tenant commences performance of any
repairs  under this  Paragraph,  then (i) Tenant shall be obligated to prosecute
such  performance  to  full  completion  in a good  and  workmanlike  manner  in
accordance  with  applicable  laws,  codes  and  ordinances  and shall be solely
responsible  for any and all costs and expenses  associated  with  repairing any
defective work so performed by Tenant, (ii) such commencement shall be deemed to
be a cure of  Landlord's  failure to perform such  obligations,  (iii)  Landlord
shall have no further duties or liabilities  (except with respect to reimbursing
Tenant for Tenant's  performance)  in  connection  with such  obligations,  (iv)
Tenant shall be and remain  solely  liable for any failure by Tenant to complete
such  performance,  (v) Tenant  shall  utilize  its best  efforts to contact and
utilize a contractor to make the repair that is included on Landlord's  approved
contractor list, and (vi) Tenant agrees to pay any and all costs and expenses of
the repair  that  exceed  those that would have been  incurred  by  Landlord  in
diligently and competently  prosecuting such repair (excluding necessary weekend
and overtime surcharges)(such costs, the Excess Costs).

24       INDEMNIFICATION.

         (a)  Tenant  shall  indemnify  and  hold  Landlord  and  its  officers,
employees,  agents, directors,  shareholders,  and partners harmless against any
loss, liability,  damage, fine or other governmental  penalty,  cost, or expense
(including  attorneys'  fees and costs of  litigation),  or any claim  therefor,
resulting  from:  (i)  Tenant's  noncompliance  with or  violation  of any  law,
ordinance,  or other governmental regulation applicable to Tenant or its use and
occupancy of the Premises;  (ii) the use,  generation,  storage,  treatment,  or
transportation,  or the disposal or other release into the  environment,  of any
Hazardous Material by Tenant or its employees,  agents, or contractors or as the
result of Tenant's use and occupancy of the Premises; or (iii) injury to persons
or loss or damage to property to the extent  caused by any negligent or wrongful
act or omission of Tenant or its employees, agents, and contractors, but only to
the extent the loss or damage  would not be covered  by  property  and  casualty
insurance of the type and amount required to be carried by Landlord  pursuant to
this Lease (whether or not actually so carried).

         (b)  Landlord  shall  indemnify  and  hold  Tenant  and  its  officers,
employees,  agents, directors,  shareholders,  and partners harmless against any
loss, liability,  damage, fine or other governmental  penalty,  cost, or expense
(including  attorneys'  fees and costs of  litigation),  or any claim  therefor,
resulting  from:  (i)  Landlord's  noncompliance  with or  violation of any law,
ordinance,  or other governmental regulation applicable to Landlord, but only to
the extent such  noncompliance or violation is not based on the use or occupancy
of the  Premises  by Tenant or on any  other  act or  omission  of Tenant or its
employees, agents, or contractors; (ii) the use, generation, storage, treatment,
or transportation, or the disposal or other release into the environment, of any
Hazardous  Material by Landlord or its employees,  agents,  or  contractors;  or
(iii) injury to persons or loss or damage to property (other than trade fixtures
or personal property owned by, or in the custody of Tenant) to the extent caused
by any  negligent  or wrongful  act or  omission  of Landlord or its  employees,
agents,  and  contractors  (other than any  negligent  or  wrongful  omission to
furnish  security  services or  equipment  or any  negligent  or wrongful act or
omission in  connection  with any  security  services or  equipment  furnished).
Nothing  herein shall create any  liability on the part of Landlord for any acts
or  omissions by other  tenants or  occupants  of the Property or their  agents,
employees, contractors, or invitees.

25 PROTECTION AGAINST LIENS. Tenant shall do all things necessary to prevent the
filing of any mechanics',  materialmen's, or other type of lien or claim against
Landlord  or  the  Property  by,  against,  through,  or  under  Tenant  or  its
contractors (other than security interests  described in clause (v) of Paragraph
16(d) above). If any such lien or claim is filed,  Tenant shall either cause the
same to be discharged within twenty-five (25) days after filing, or if Tenant in
its  discretion and in good faith  determines  that such lien or claim should be
contested and if all required consents or approvals of Landlord's  mortgagee are
obtained,  Tenant shall furnish such security as may be necessary to prevent any
foreclosure  proceedings  against  the  Property  during  the  pendency  of such
contest.  If Tenant  fails to  discharge  such lien or claim  within such 25-day
period or fails to furnish such security,  then Landlord may at its election, in
addition to any other right or remedy  available  to it,  discharge  the lien or
claim by paying the amount alleged to be due or by giving appropriate  security.
If  Landlord  discharges  or  secures  such lien or  claim,  then  Tenant  shall
reimburse  Landlord  on  written  demand  for all sums  paid and all  costs  and
expenses (including reasonable attorneys' fees) so incurred by Landlord.

26 HOLDING  OVER.  If Tenant  remains in  possession of any part of the Premises
after  the  expiration  of the  term  of this  Lease,  whether  with or  without
Landlord's  consent,  Tenant  shall  be  only a  tenant  at  will,  the  monthly
installments  of Minimum Rent payable  during such holdover  period shall be one
hundred fifty percent (150%) of the monthly installments of Minimum Rent payable
immediately  preceding such  expiration,  and all Additional Rent and other sums
payable under this Lease shall continue to be due and payable. The acceptance of
any rent or other payments from Tenant with respect to any holdover period shall
not serve to extend the term or waive any rights of  Landlord,  but Landlord may
at any time  refuse  to  accept  rent or other  payments  from  Tenant,  and may
re-enter  the  Premises,  evict  Tenant and all  parties  then in  occupancy  or
possession,  take possession of the Premises,  and if permitted under applicable
law,  change the locks on the doors of the Premises  without  making keys to the
changed  locks  available to Tenant.  Tenant shall  indemnify  and hold Landlord
harmless  against  any loss,  liability,  damage,  cost,  or expense  (including
attorneys'  fees and costs of  litigation),  or any claim  therefor,  related to
Tenant's holding over, including  liabilities to any person to whom Landlord may
have leased any part of the Premises.

27  ATTORNEY'S  FEES. If an Event of Default by Tenant or an Event of Default by
Landlord occurs, the nondefaulting party shall be entitled to recover reasonable
attorneys'  fees and other  expenses of litigation  incurred in  exercising  and
enforcing its remedies under this Lease.

28 WAIVER.  The failure of a party to insist upon the strict  performance of any
provision of this Lease or to exercise any remedy for an event of default  shall
not be construed as a waiver.  The waiver of any  noncompliance  with this Lease
shall not prevent  subsequent  similar  noncompliance  from being or becoming an
event of default.  No waiver  shall be  effective  unless  expressed  in writing
signed by the waiving party. No waiver shall affect any condition other than the
one specified in the waiver and then only for the time and in the manner stated.
Landlord's  receipt of any rent or other sums with  knowledge  of  noncompliance
with this Lease by Tenant shall not be considered a waiver of the noncompliance.
No payment by Tenant of a lesser  amount  than the full amount then due shall be
considered  to be  other  than  on  account  of  the  earliest  amount  due.  No
endorsement  or statement on any check or any letter  accompanying  any check or
payment shall be considered an accord and satisfaction,  and Landlord may accept
any check or payment  without  prejudice  to  Landlord's  right to  recover  the
balance owing and to pursue any other available remedies.

29 LEASING  COMMISSIONS.  Each of Landlord and Tenant represents and warrants to
the other that it has not dealt with  anyone  claiming  any  entitlement  to any
commission in connection with this leasing  transaction except: N/A representing
Landlord and Insignia/ESG representing Tenant, the "Broker(s)", whose commission
will be paid by  Landlord  pursuant  to a separate  written  agreement.  Each of
Landlord and Tenant agrees to indemnify and hold the other harmless  against any
loss,  liability,  damage, cost, or expense (including attorneys' fees and costs
of  litigation),  or any claim therefor,  for any leasing or other  commissions,
fees,  charges,  or payments  resulting from or arising out of their  respective
actions in  connection  with this Lease except as to Broker(s).  Landlord  shall
indemnify and hold Tenant harmless against payment of any leasing commission due
Broker(s) in connection with this Lease.

30 NOTICES.  Any written notice may be given by (a) depositing the notice in the
United  States mail,  postpaid and  certified  and addressed to the party at its
notification  address  under this  Lease  with  return  receipt  requested,  (b)
delivering  the same in person or by commercial  messenger or overnight  private
delivery service to the party at its  notification  address under this Lease, or
(c) by facsimile  transmission  to the party at its  notification  address under
this Lease.  Unless actually received  earlier,  written notice deposited in the
mail in the manner  described above shall be effective on the third business day
after it is so deposited,  even if not received.  Written notice given in person
or  by  commercial   messenger,   overnight  private   delivery,   or  facsimile
transmission in the manner  described above shall be effective as of the time of
receipt  at the  destination  address  as  evidenced  by a receipt  signed by an
employee of Tenant, by any confirmation of delivery provided by the messenger or
delivery service, or by facsimile confirmation of transmission. The notification
addresses of the parties are specified on the signature page of this Lease. Each
party shall have the right to change its address by not less than ten (10) days'
prior written notice to the other party.

31       MISCELLANEOUS.

         (a) If requested by Landlord, Tenant shall furnish appropriate evidence
of the valid  existence  and good  standing of Tenant and the  authority  of any
parties signing this Lease to act for Tenant.  If requested by Tenant,  Landlord
shall furnish  appropriate  evidence of the valid existence and good standing of
Landlord  and  the  authority  of any  parties  signing  this  Lease  to act for
Landlord.

         (b) This document embodies the entire contract between the parties, and
supersedes all prior agreements and  understandings  between the parties related
to the Premises,  including all lease proposals,  letters of intent, and similar
documents.  All  representations,  warranties,  or  agreements  of an inducement
nature, if any, are merged with, and stated in this document.  This Lease may be
amended only by a written instrument executed by both Landlord and Tenant.

         (c) The  relationship  created  by this Lease is that of  landlord  and
tenant. Landlord and Tenant are not partners or joint venturers, and neither has
any agency  powers on behalf of the other.  Tenant is not a  beneficiary  of any
other contract or agreement  relating to the Property to which Landlord may be a
party,  and Tenant  shall have no right to enforce  any such other  contract  or
agreement on behalf of itself, Landlord, or any other party.

         (d) No consent or approval by Landlord shall be effective  unless given
in writing signed by Landlord or its duly authorized representative. Any consent
or approval by Landlord shall extend only to the matter  specifically  stated in
writing.

         (e) Whenever this Lease  requires  Tenant to pay or reimburse  Landlord
for  costs  or  expenses  in  connection  with  any  matter,   such  payment  or
reimbursement  shall include costs and expenses  payable by Landlord for related
legal,  architectural,  engineering,  and other consulting services as well as a
ten percent (10%)  administrative  processing fee to compensate Landlord for its
additional  administrative  and overhead  costs.  Whenever  this Lease  requires
Landlord's  consent to or  approval of any item,  Landlord  may  condition  such
consent  or  approval  on  payment or  reimbursement  of all costs and  expenses
incurred by Landlord  (including legal,  architectural,  engineering,  and other
consulting  services) as well as  reasonable  administrative  processing  fee to
compensate Landlord for its additional administrative and overhead costs.

         (f) The  captions  appearing  in this  Lease are  included  solely  for
convenience and shall never be given any effect in construing this Lease.

         (g)      This Lease is being  executed  in  multiple  counterparts,
each of which shall be  considered  an  original  for all purposes.

         (h) If any  provision  of this Lease is invalid or  unenforceable,  the
remainder of this Lease shall not be affected.  Each separate  provision of this
Lease shall be valid and enforceable to the fullest extent permitted by law.

         (i) This  Lease  binds not only  Landlord  and  Tenant,  but also their
respective  heirs,  personal  representatives,  successors,  and assigns (to the
extent assignment is permitted by this Lease).

         (j)      This Lease is governed by the laws of the state in which the
Property is located.

         (k) All references to "business days" in this Lease shall refer to days
that  national  banks are open for  business  in the city where the  Property is
located. Time is of the essence of this Lease.

         (l) All references to  "mortgage(s)"  in this Lease shall include deeds
of trust,  deeds to secure debt, other security  instruments,  and any ground or
other lease under which  Landlord may hold title to the Property as lessee.  All
references   to   "mortgagee(s)"   in  this  Lease   shall   include   trustees,
beneficiaries,  secured  parties,  ground or other  lessors,  and other  parties
secured by any mortgage.

         (m) Any liability or obligation of Landlord or Tenant arising during or
accruing with respect to the term of this Lease shall survive the  expiration or
earlier termination of this Lease, including without limitation, obligations and
liabilities  relating to (i) the final  adjustment of estimated  installments of
Additional  Rent to actual  Additional  Rent  owed,  (ii) the  condition  of the
Premises  or the  removal of  Tenant's  property,  and (ii)  indemnity  and hold
harmless provisions of this Lease.

         (n)  Tenant  agrees  not to record  this  Lease.  Tenant  may  record a
memorandum  of this Lease in a form  approved by  Landlord  in writing  prior to
recording provided Tenant pays all taxes,  recording fees, or other governmental
charges  incident to such recording.  The memorandum shall not disclose the rent
payable  under this  Lease and shall  expressly  provide  that it shall be of no
further  force or effect after the last day of the term or on filing by Landlord
of an affidavit  that this Lease has expired or been  terminated.  Additionally,
Tenant  shall not disclose the terms of this Lease to any third party except (i)
legal counsel to Tenant, (ii) any assignee of Tenant's interest in this Lease or
sub-tenant  of Tenant,  (iii) as  required by  applicable  law or by subpoena or
other similar legal process, or (iv) for financial reporting purposes.

         (o)  Landlord  has  delivered a copy of this Lease  solely for Tenant's
review,  and such delivery  does not  constitute an offer to Tenant or an option
reserving  the Premises.  This Lease shall not be effective  until a counterpart
executed by both Landlord and Tenant is delivered by Landlord to Tenant.

         (p) Tenant's interest in this Lease is a usufruct,  not subject to levy
and sale and not  assignable  except as  expressly  stated in this  Lease to the
contrary, rather than estate or interest in land.

32       SPECIAL PROVISIONS.  Any special provisions are attached to this Lease
as Exhibit G.


IN WITNESS WHEREOF,  the parties have caused this Lease to be executed  pursuant
to authority duly given as of the day and year first above written.


                                                  [Signatures on following page]


<PAGE>




TENANT:                                LANDLORD:

COMPUTER OUTSOURCING SERVICES, INC.,   CROCKER REALTY TRUST, L.P., a Delaware
a                        corporation   limited partnership, doing business in
  ----------------------               Georgia as CROCKER REALTY. L.P.

                                       By:   CRT-GP, LLC, a Delaware limited
                                             liability company, its sole general
                                             partner

                                       By:   Crocker Operating Partnership,
                                             L.P., a Delaware limited
                                             partnership, its sole member
By:
Name:
Title                                  By:  Crocker Realty Trust, Inc., a
                                            Maryland corporation, its sole
                                            general partner
[CORPORATE SEAL]
                                       By:
                                            ----------------------------------
                                            Name: Christopher L. Becker
                                            Title: Vice President

                                       [CORPORATE SEAL]


Tenant's Notification Address:         Landlord's Notification Address:
-----------------------------          -------------------------------
                                       c/o Crocker Realty Trust, L.P.
                                       433 Plaza Real, Suite 335
                                       Boca Raton, Florida 33432
                                       Facsimile: (561) 394-7712
Facsimile:
                                       Copy to:
                                       Crocker Realty, L.P.
                                       2675 Paces Ferry Road
                                       Suite 320
                                       Atlanta, Georgia 30339
                                       Attention:         Christopher L. Becker
                                       Facsimile: (770) 435-7080


<PAGE>



                                EXHIBIT A

               Legal Description of Building Site and Property








<PAGE>


                                    EXHIBIT B


                             Floor Plan of Premises



<PAGE>




                                    EXHIBIT C


                             Plan of Exterior Areas


<PAGE>



                                    EXHIBIT D

                                  Minimum Rent





From        Through       Rate      Annual Amount   Monthly Installment
----------  ------------  --------  --------------  --------------------

07/01/00     06/30/01     $14.50    $756,523.00     $63,043.58
07/01/01     06/30/02     $14.86    $775,305.64     $64,608.80


<PAGE>





                                    EXHIBIT E

                           Additional Rent Calculation


1. Operating Expenses (herein so called) shall consist of all costs and expenses
of Landlord or its property management company ("Manager") accrued each calendar
year for the  management,  operation,  repair,  and maintenance of the Property,
including without limitation, costs and expenses for the following in connection
with the Property:

     (a) Wages,  salaries and compensation  (including  fringe benefits) paid or
incurred for  employees of Landlord or Manager up to and  including the level of
Property  manager or the  equivalent,  provided that if such  employees  provide
services with respect to other premises,  such amounts shall be fairly allocated
amongst all such premises.

     (b)       Materials, supplies, replacement parts, equipment, and tools
(whether purchased or leased).

     (c) Services rendered by third parties,  including  services to be provided
by Landlord  pursuant to the terms of the Lease. The costs of services  rendered
by  Landlord,  Manager  or the  affiliates  of either  shall not  include  costs
representing an amount paid to Landlord, Manager or their affiliates which is in
excess of the  market  rate which  would  have been paid in the  absence of such
relationship.

     (d) Utility  costs and services,  including  electricity,  gas,  telephone,
sewage, refuse or garbage collection, fire protection, and security services (if
furnished).

     (e) Insurance premiums and policy deductibles paid,  including property and
casualty, rent loss, and public liability insurance.

     (f)       Management fees and expenses.

     (g)       Accounting services.

     (h) Assessments,  fees, or similar charges for the Property's fair share of
the cost of  operating  and  maintaining  common  areas  and  facilities  of the
business park in which the Property is located.

     (i)  Expenditures  required to be capitalized in accordance  with generally
accepted  accounting  principles that are either required under any governmental
law or  regulation  that  was not  applicable  to the  Property  at the time the
Building  was  constructed  or that are intended to reduce  Operating  Expenses;
provided that such capitalized costs shall be amortized over a reasonable period
(as determined in accordance with generally accepted accounting principles) with
interest  thereon at the prime rate of NationsBank of North  Carolina,  N.A. (or
its successor), in effect at the time such capital improvements were made.

Notwithstanding  the  foregoing,  Operating  Expenses  shall  not  include:  (i)
depreciation or amortization  (except as otherwise  provided  above),  (ii) debt
service,  interest  or ground  lease  payments,  (iii)  leasing  commissions  or
brokerage fees, (iv) repairs to the Building and any demised  premises where the
occurrence  causing the damage or loss  necessitating  repair is  reimbursed  by
insurance carried by Landlord or that would have been reimbursed by insurance as
would normally be carried by a reasonably prudent operator, (v) renovating space
for new tenants or in renovating  space vacated by any tenant,  (vi)  Landlord's
cost  of  utilities  separately  charged  to  tenants  and  Landlord's  payroll,
material,  and contract cost of other  services  separately  charged to tenants,
(vii) costs  incurred by Landlord for Tenant's  alterations,  (viii) any cost of
painting and decorating  the premises of other tenants,  and (ix) costs required
to be capitalized in accordance with generally  accepted  accounting  principles
(except as described above).

2. Taxes  (herein so called) for each  calendar  year shall  consist of all real
estate  taxes,  assessments  (whether  for  drainage,  sewage,  or other  public
improvements), taxes on rent or on occupancy or use of the Property, and similar
governmental impositions now or hereafter levied or assessed, whether general or
special,  and whether  imposed by any  governmental  entity or special taxing or
assessment district (excluding,  however, any income,  franchise, or similar tax
imposed  directly  on  Landlord or  Landlord's  net income  from the  Property),
together with all costs incurred by Landlord in contesting same.

3. In  calculating  Operating  Expenses,  all costs  shall be  determined  on an
annualized basis, and costs that vary with occupancy (such as janitorial service
and utilities) shall be appropriately  adjusted to reflect Operating Expenses at
one hundred (100%)  percent  occupancy of the Building for a full calendar year.
If the  rentable  area  of the  Building  changes,  subsequent  calculations  of
Additional  Rent  shall  be  adjusted   accordingly   based  on  an  architect's
certificate or other reasonable substantiation of the Building's rentable area.

4. Tenant shall have the right,  upon reasonable  notice, to audit the books and
records of Landlord  relating to  determination of Additional Rent within thirty
(30) days after receipt of  Landlord's  calculation  of Additional  Rent. In the
event that such audit  reflects a  discrepancy,  and  Landlord  does not provide
evidence to the contrary,  an adjustment  shall  immediately  be made to correct
such  discrepancy.  The cost of the audit  shall be at the  expense  of  Tenant,
unless the audit  reveals a discrepancy  in  Landlord's  favor of more than five
percent (5%), in which event Landlord shall reimburse  Tenant for the reasonable
and actual expenses incurred by Tenant in connection with the audit.




<PAGE>



                                    EXHIBIT F

                         Building Rules and Regulations

         1. Sidewalks,  doorways, vestibules, halls, stairways, elevator lobbies
and other  similar  areas in the common areas of the Property  shall not be used
for the storage of  materials  or disposal  of trash,  obstructed  by tenants or
others,  or used by tenants or others for any purpose other than entrance to and
exit from tenant premises.

         2. Plumbing fixtures shall be used only for the purposes for which they
are designed,  and no sweepings,  rubbish,  rags, or other unsuitable  materials
shall be disposed into them.  Damage  resulting to any such fixtures from misuse
by a tenant shall be the liability of said tenant.

         3. Landlord's  property manager shall have the authority to approve the
proposed  weight and location of any safes and heavy  furniture  and  equipment,
which shall if determined to be necessary by Landlord's property manager,  stand
on  supporting  devices  approved  by  Landlord's  property  manager in order to
distribute the weight.

         4. Each  tenant  shall keep its  premises  neat and clean.  No exterior
storage of materials, equipment, supplies, or other property shall be permitted.
All  trash  shall  be  properly   disposed  of  in  appropriate   containers  or
receptacles.  Specifically,  and without  limitations,  no  exterior  storage of
pallets or shipping containers is permitted.

         5. No birds, fish or other animals shall be brought into or kept in, on
or about the Building (except for seeing-eye dogs).

         6. Each tenant shall comply with all security  procedures (if any) both
during  business  hours and after  hours and on  weekends.  Landlord's  property
manager  will  provide  each  tenant  with  prior  notice  of any such  security
procedures  and any changes  thereto  promptly.  Tenants shall lock all exterior
doors after working hours.

         7. No flammable or explosive  fluids or materials shall be kept or used
within the Building except in areas approved by Landlord,  and each tenant shall
comply with all applicable building and fire codes relating thereto.

         8. The location of any vending machines must be approved by Landlord's
property manager.

         9. All locks  for doors in each  tenant's  premises  shall be  Building
Standard except as otherwise permitted by Landlord and no tenant shall place any
additional lock or locks on any door in its premises without Landlord's property
manager's  written  consent.  All requests for  duplicate  keys shall be made to
Landlord's property manager.

         10. No  machinery  of any kind may be  operated  that  would  overload,
damage,  or otherwise  exceed design  capacities for the Building's  mechanical,
electrical, and plumbing systems and equipment.

         11. Canvassing,  peddling, soliciting and distribution of hand bills on
the Property (except for activities within a tenant's premises that involve only
such  tenant's  employees)  is  prohibited.  Each tenant is  requested to notify
Landlord (or Landlord's property manager) if such activities occur.

         12. The tenant will be responsible for contacting  Landlord's  property
manager in advance for clearance of tenant contractors.  All tenants shall refer
all contractors,  contractors'  representatives,  and  installation  technicians
rendering any service to them to Landlord for Landlord's supervision,  approval,
and control.

         13. Each tenant and their  contractors  are  responsible for removal of
trash  resulting from large  deliveries or move-ins.  Such trash must be removed
from the Building and Building  facilities may not be used for dumping.  If such
trash is not promptly  removed,  Landlord (or Landlord's  property  manager) may
cause  such trash to be removed at the  tenant's  sole cost and  expense  plus a
reasonable  additional  charge to be determined by Landlord to cover  Landlord's
administrative costs in connection with such removal.

         14.         Tenants  may not  install,  leave or store  equipment,
supplies,  furniture  or trash in the common  areas of the Property (other than
the Exterior Areas).

         15.         Each tenant shall provide  Landlord's  property manager
with names and telephone numbers of individuals who should be contacted in an
emergency.

         16.  Electric  current shall not be used for space heaters,  cooking or
heating  devices  or  similar   appliances   without  Landlord's  prior  written
permission.

         17. No vehicles shall be parked except in designated areas. No vehicles
may be stored or  abandoned on the  Property.  All loading and  unloading  shall
occur only at  designated  loading  docks or areas.  All persons on the property
shall comply with traffic control and parking signs.

         18.  Except as  provided  in  Paragraph  1 of the  Lease,  no  antennas
(including  microwave or satellite dish antennas) shall be placed on the roof of
the Building or elsewhere on the Property  without the prior written  consent of
Landlord.

Landlord  reserves  the  right to  amend  and add to  these  rules  as  Landlord
considers  appropriate  for  the  safety,  care,  maintenance,   operation,  and
cleanliness of the Building,  and for the preservation of good order therein. If
any of these rules directly contradicts the other terms of the Lease, such other
terms shall prevail.


<PAGE>


                                    EXHIBIT G

                               Special Provisions

1.       Landlord,  at its own cost and expense,  agrees to replace,  prior July
         10, 2000,  the entire roof of the Premises with a new  watertight  roof
         system pursuant to the specifications attached hereto as Exhibit K.

2.       Landlord  shall, at its own cost and expenses,  remove,  or cause to be
         removed,  from the Property  those  batteries  designated  on Exhibit L
         attached hereto.

3.       Landlord has made no  representations or promise as to the condition of
         the Premises. Except as set forth in this Exhibit G, Landlord shall not
         perform any alterations,  additions, or improvements,  in order to make
         the Premises suitable and ready for occupancy and use by Tenant. Tenant
         has  inspected  the  Premises,  is fully  familiar  with  the  physical
         condition of the Premises,  and shall accept the Premises as-is,  where
         is, and without any warranty,  express or implied, or representation as
         to fitness or suitability

4.       Tenant shall have access to the  Premises  and Exterior  Areas 24 hours
         per day,  365 days per year.  Tenant shall have the right to secure its
         property in the Exterior Areas by means of a fence or other appropriate
         measures behind the Building where not visible to the public,  provided
         that any such  installation  shall  comply  with all  applicable  laws,
         ordinances, codes and rules and regulations.

5.       Infocrossing, Inc. (Guarantor) shall guaranty the performance of
         Tenant's obligations hereunder pursuant to a guaranty to be
         executed by Guarantor of the form attached hereto as Exhibit I.

6.       Following Landlord's written confirmation to Tenant of Federated's
         vacation of the Premises, Tenant shall be entitled to access to the
         Premises upon its execution and delivery of the Lease for purposes of
         measuring the space to design the Tenant Improvements, demolish the
         space to a shell and core condition and thereafter construct the Tenant
         Improvements.  Tenant agrees that (i) it shall not interfere, or permit
         its agents, employees or contractors, to interfere with, any
         construction work being performed by, or on behalf of, Landlord; (ii)
         Landlord shall have no responsibility or liability for any loss of
         or damage to any of Tenant's property installed or left upon the
         Premises (except such as results from the negligence or willful
         misconduct of Landlord or its agents, employees or contractors); (iii)
         all provisions of this Lease, other than the obligation of Tenant to
         pay Rent, shall be binding upon Tenant at such time; (iv) Tenant's
         agents, employees and contractors shall work in harmony and shall not
         interfere with Landlord, Landlord's contractor or any subcontractor in
         the construction of other improvements to the Building; and (v) before
         entering upon the Premises, Tenant shall cause Landlord to be insured
         from the date of such entry with satisfactory proof that all agents or
         employees of Tenant or any of its contractors or subcontractors
         entering upon the Premises are appropriately covered by workers'
         compensation insurance.  Tenant shall not undertake the installation of
         the Tenant Improvements using contractors or employees that interfere
         with or disrupt harmonious labor relations for the Building as a whole,
         including work being performed by Landlord.

7.       Notwithstanding  the provisions of Paragraph 16(d) of the Lease, Tenant
         may  form  an  operating  subsidiary  (Subsidiary),  and  transfer  its
         interest  hereunder  to  Subsidiary,  provided  that (i)  prior to such
         transfer,  Tenant  shall  execute a guaranty  of a form  acceptable  to
         Landlord,  and (ii) such Subsidiary is entirely controlled by Tenant or
         Landlord  is  otherwise  satisfied,  in its sole  discretion,  with the
         relationship between Tenant and Subsidiary.

8.       With respect to the generators and raised flooring currently located in
         the Premises for the use of Federated (the Federated Equipment), Tenant
         may notify  Landlord  of any items of such  Federated  Equipment  which
         Tenant desires to use following  Federated's surrender of the Premises,
         which notice shall be effective if received by Landlord  reasonably  in
         advance  of  Federated's  surrender.  Landlord  shall use  commercially
         reasonable efforts to enforce the obligations of Federated to retain in
         the Premises following the termination of Federated's lease those items
         of the Federated Equipment for which Tenant timely notifies Landlord in
         accordance with the immediately preceding sentence.

9.       Landlord shall deliver to Guarantor copies of any default notice
         delivered by Landlord to Tenant at the following address (or at such
         other address as Guarantor may notify Landlord pursuant to Paragraph 30
         of the Lease) :

                                      Infocrossing, Inc.


         Guarantor shall be afforded the same cure period from and after notice
         as is afforded Tenant hereunder.  As used in this Paragraph 9,
         Guarantor shall mean and refer to Guarantor and, in the event that
         Tenant executes the guaranty contemplated by Paragraph 7 above, Tenant.







<PAGE>


                                    EXHIBIT H


         Form of Subordination, Non-Disturbance and Attornment Agreement




<PAGE>


                                    EXHIBIT I


                                Form of Guaranty




<PAGE>


                                    EXHIBIT J

                                     Reports


1.       Compliance Evaluation for an Emergency Generator Underground Storage
         Tank, dated October 6, 1999

2.       Letter from Federated Systems Group dated June 22, 1999

3.       Phase I Environmental Site Assessment Update  dated February 13, 1998

4.       Phase I Environmental Site Assessment Update dated October 31, 1996

5.       Report of Phase II Subsurface Investigation dated July 17, 1995

6.       Asbestos Operations and Maintenance Program for Bay Colony Business
         Center





<PAGE>


                                    EXHIBIT K

                               Roof Specifications



<PAGE>


                                    EXHIBIT L

                             Batteries to be Removed

All      batteries  located on the Premises  except those specified in a written
         notice to the  Landlord  at least 24 hours  before  Landlord's  removal
         contractor enters the Premises to remove such batteries.