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                                                                   EXHIBIT 10.28

                             PROMINENCE IN BUCKHEAD
                                ATLANTA, GEORGIA


                           STANDARD FORM OFFICE LEASE

                                     BETWEEN

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

                                       AND

               VIEWLOCITY, INC., A DELAWARE CORPORATION ("TENANT")

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                                TABLE OF CONTENTS

<Table>
<S>                                                                           <C>
I. BASIC LEASE INFORMATION; DEFINITIONS........................................1

II. LEASE GRANT................................................................4

III. POSSESSION; TERMINATION OPTION FOR LATE DELIVERY..........................4

IV. RENT.......................................................................7

V. USE........................................................................14

VI. SECURITY DEPOSIT..........................................................15

VII. SERVICES TO BE FURNISHED BY LANDLORD.....................................15

VIII. LEASEHOLD IMPROVEMENTS..................................................17

IX. GRAPHICS..................................................................17

X. REPAIRS AND ALTERATIONS....................................................17

XI. USE OF ELECTRICAL SERVICES BY TENANT......................................18

XII. ENTRY BY LANDLORD........................................................19

XIII. ASSIGNMENT AND SUBLETTING...............................................20

XIV. LIENS....................................................................22

XV. INDEMNITY AND WAIVER OF CLAIMS............................................22

XVI. TENANT'S INSURANCE.......................................................23

XVII. SUBROGATION.............................................................24

XVIII. LANDLORD'S INSURANCE...................................................24

XIX. CASUALTY DAMAGE..........................................................24

XX. DEMOLITION................................................................26

XXI. CONDEMNATION.............................................................26

XXII. EVENTS OF DEFAULT.......................................................26

XXIII. REMEDIES...............................................................27

XXIV. LIMITATION OF LIABILITY.................................................29

XXV. NO WAIVER................................................................29

XXVI. EVENT OF BANKRUPTCY.....................................................29

XXVII. WAIVER OF JURY TRIAL...................................................30

XXVIII. RELOCATION............................................................30

XXIX. HOLDING OVER............................................................31

XXX. SUBORDINATION TO MORTGAGES; ESTOPPEL CERTIFICATE.........................31

XXXI. ATTORNEYS' FEES.........................................................32

XXXII. NOTICE.................................................................32

XXXIII. LANDLORD'S LIEN.......................................................32

XXXIV. EXCEPTED RIGHTS........................................................32

XXXV. SURRENDER OF PREMISES...................................................33

XXXVI. MISCELLANEOUS..........................................................33

XXXVII. ENTIRE AGREEMENT......................................................35
</Table>

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                             OFFICE LEASE AGREEMENT

          THIS OFFICE LEASE AGREEMENT (the "Lease") is made and entered into as
of the 5th day of November, 1999, by and between EOP-BUCKHEAD, L.L.C., A
DELAWARE LIMITED LIABILITY COMPANY ("Landlord") and VIEWLOCITY, INC., A DELAWARE
CORPORATION ("Tenant").

I.        BASIC LEASE INFORMATION; DEFINITIONS.

          A.   The following are some of the basic lease information and defined
               terms used in this Lease.

               1.   "Additional Base Rental" shall mean Tenant's Pro Rata Share
                    of Basic Costs and any other sums (exclusive of Base Rental)
                    that are required to be paid by Tenant to Landlord
                    hereunder, which sums are deemed to be additional rent under
                    this Lease. Additional Base Rental and Base Rental are
                    sometimes collectively referred to herein as "Rent".

               2.   "Base Rental" shall be payable by Tenant to Landlord in one
                    hundred twenty (120) monthly installments as follows:

<Table>
<Caption>
                      PERIOD IN               RSF FOR          ANNUAL RATE         BASE RENTAL           MONTHLY
                      LEASE TERM            BASE RENTAL      PER SQUARE FOOT       FOR PERIOD          BASE RENTAL
               -------------------------- ---------------- --------------------- ----------------    ---------------
                 <S>                          <C>                <C>               <C>                <C>
                 10/15/99 - 10/31/99          15,000             $  27.50          $   18,850.79      $  18,850.798

                  11/01/99 - 2/29/00          15,000             $  27.50          $  137,500.00      $   34,375.00

                  3/01/00 - 5/31/00           19,413             $  27.50          $  133,464.39      $   44,488.13

                  6/01/00 - 10/31/00          23,827             $  27.50          $  273,017.70      $   54,603.54

                 11/01/00 - 10/31/01          23,827             $  28.33          $  675,018.96      $   56,251.58

                 11/01/01 - 10/31/02          23,827             $  29.18          $  695,271.84      $   57,939.32

                 11/01/02 - 10/31/03          23,827             $  30.05          $  716,001.36      $   59,666.78

                 11/01/03 - 10/31/04          23,827             $  30.95          $  737,445.60      $   61,453.80

                 11/01/04 - 10/31/05          23,827             $  31.88          $  759,604.80      $   63,300.40

                 11/01/05 - 10/31/06          23,827             $  32.84          $  782,478.72      $   65,206.56

                 11/01/06 - 10/31/07          23,827             $  33.83          $  806,067.36      $   67,172.28

                 11/01/07 - 10/31/08          23,827             $  34.84          $  830,132.64      $   69,177.72

                 11/01/08 - 10/31/09          23,827             $  35.89          $  855,151.08      $   71,262.59
</Table>

               3.   "Building" shall mean the office building (sometimes
                    referred to herein as the "Phase I Building") at 3475
                    Piedmont Road, NE, Atlanta, Georgia, County of Fulton, City
                    of Atlanta, State of Georgia, commonly known as Prominence
                    in Buckhead and, at Landlord's option, shall include any
                    other office building to be constructed or acquired by
                    Landlord on the parcel of land located adjacent to the land
                    on which the Phase I Building is to be constructed
                    (sometimes referred to herein as the "Phase II Building").

               4.   The "Commencement Date," "Lease Term" and "Termination Date"
                    shall have the meanings set forth below:

                    a.   The "Lease Term" shall mean a period of one hundred
                         twenty (120) months and seventeen (17) days commencing
                         on October 15, 1999 (the "Commencement Date") and,
                         unless sooner terminated as provided herein, ending on
                         October 31, 2009 (the "Termination Date").

                    b.   Intentionally Omitted.

                                        1
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               5.   The "Premises" shall mean the area to be located on the 17th
                    floor of the Building, as generally outlined on EXHIBIT A
                    attached hereto. The Premises shall be known as Suite No.
                    1700. It is acknowledged by the parties that Landlord has
                    not named any of the floors in the Building as the "13th"
                    floor and, therefore, the 12th and 14th floors are actually
                    contiguous to one another and there is no intervening floor
                    between them. (If a 13th floor were named, then the Premises
                    would be located on the 16th floor.)

                    Landlord and Tenant hereby stipulate and agree that (i) the
                    "Rentable Area of the Premises shall mean 23,827 square
                    feet; and (ii) the "Rentable Area of the Building" shall
                    mean 424,635 square feet. If the Premises being leased to
                    Tenant hereunder include one or more floors within the
                    Building in their entirety, the definition of Premises with
                    respect to such full floor(s) shall include all corridors
                    and restroom facilities located on such floor(s).
                    Notwithstanding the foregoing, unless specifically provided
                    herein to the contrary and except for purposes of
                    calculating the Rentable Area of the Premises, the Premises
                    shall not include any telephone closets, electrical closets,
                    janitorial closets, equipment rooms or similar areas on any
                    full or partial floor that are used by Landlord for the
                    operation of the Building. However, if Landlord acquires or
                    constructs the Phase II Building and elects to include the
                    Phase II Building within the definition of "Building" as
                    provided in Section I.A.3. as described above, then the
                    Rentable Area of the Building and Tenant's Pro Rata Share
                    shall be appropriately adjusted by Landlord.

               6.   "Permitted Use" shall mean general office use.

               7.   "Security Deposit" shall mean $1,212,468.06 in the form of a
                    letter of credit, as more fully described in Article VI.

               8.   "Tenant's Pro Rata Share" shall mean 5.6112%, which is the
                    quotient (expressed as a percentage), derived by dividing
                    the Rentable Area of Premises by the Rentable Area of the
                    Building.

               9.   "Guarantor(s)" NONE.

               10.  "Notice Addresses" shall mean the following addresses for
                    Tenant and Landlord, respectively:

                    Tenant:

                    On and after the Commencement Date, notices shall be sent to
                    Tenant at the Premises.

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

                    Viewlocity, Inc.
                    c/o Frontec Amt
                    400 Perimeter Center Terrace
                    Suite 320
                    Atlanta, Georgia 30346
                    Attn: _________________________

                    With a copy of any notices whereby Landlord is asserting a
                    claim or defense against the Tenant based upon the subject
                    matter of the notice (as opposed to routine notices
                    concerning the operation of the Building) to:

                    Nelson Mullins Riley & Scarborough, L.L.P.
                    999 Peachtree Street, N.E.
                    First Union Plaza
                    Suite 1400
                    Atlanta, Georgia 30309
                    Attn: Wade H. Stribling, Esq.

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                    Landlord:

                    EOP-Buckhead, L.L.C.
                    c/o Equity Office Properties Trust
                    3475 Piedmont Road, NE
                    Atlanta, Georgia 30305
                    Attention: Building Manager

                    With a copy to:

                    Equity Office Properties Trust
                    Two North Riverside Plaza
                    Suite 2200
                    Chicago, Illinois 60606
                    Attention: Regional Counsel - Southeast

                    Payments of Rent only shall be made payable to the order of:

                    EQUITY OFFICE PROPERTIES

                    at the following address:

                    Equity Office Properties
                    Post Office Box 100768
                    Atlanta, Georgia 30384-0768

          B.   The following are additional definitions of some of the defined
               terms used in the Lease.

               1.   "Base Year" with respect to Taxes and Expenses shall mean
                    the calendar year 2000.

                    a.   "Tax Base Amount" shall mean Taxes for the Base Year,
                         per rentable square foot, multiplied by the Rentable
                         Area of the Building.

                    b.   "Expense Base Amount" shall mean Expenses for the Base
                         Year, per rentable square foot, multiplied by the
                         Rentable Area of the Building. For purposes of this
                         Section I.B.1. and Article IV, "Expenses" shall mean
                         all Basic Costs with the exception of Taxes. In
                         determining the Expense Base Amount under this
                         subsection I.B.1.(b), Expenses for the Base Year shall
                         be determined as if the Building had been ninety-five
                         percent (95%) occupied and Landlord had been supplying
                         services to ninety-five percent (95%) of the Rentable
                         Area of the Building during such year. Such
                         extrapolation of Expenses shall be performed in the
                         manner described in Section IV.B.

                    If the Phase II Building is included in the definition of
                    "Building", as provided in Section I.A.3. as described
                    above, then, at such time, the Tax Base Amount and the
                    Expense Base Amount described above shall be adjusted to
                    include the additional rentable square footage included in
                    the Phase II Building.

               2.   "Basic Costs" shall mean all costs and expenses paid or
                    incurred in connection with operating, maintaining,
                    repairing, managing and owning the Building and the
                    Property, as further described in Article IV hereof.

               3.   "Broker" means, collectively, (a) Insignia/ESG, Inc.
                    ("Tenant's Broker") and (b) Holder Properties, Inc. and the
                    in-house leasing representatives of Equity Office Properties
                    (collectively, the "Landlord's Broker").

               4.   "Building Standard" shall mean the type, grade, brand,
                    quality and/or quantity of materials Landlord designates
                    from time to time to be the minimum quality and/or quantity
                    to be used in the Building.

                                        3
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               5.   "Business Day(s)" shall mean Mondays through Fridays
                    exclusive of the normal business holidays ("Holidays") of
                    New Year's Day, Memorial Day, Independence Day, Labor Day,
                    Thanksgiving Day and Christmas Day. Landlord, from time to
                    time during the Lease Term, shall have the right to
                    designate additional Holidays, provided that such additional
                    Holidays are commonly recognized by other office buildings
                    in the area where the Building is located.

               6.   "Common Areas" shall mean those areas provided for the
                    common use or benefit of all tenants generally and/or the
                    public, such as corridors, elevator foyers, common mail
                    rooms, restrooms, vending areas, lobby areas (whether at
                    ground level or otherwise) and other similar facilities.

               7.   "Landlord Work" shall mean the work, if any, that Landlord
                    is obligated to perform in the Premises pursuant to the Work
                    Letter Agreement, if any, attached hereto as EXHIBIT D.

               8.   "Maximum Rate" shall mean the greatest per annum rate of
                    interest permitted from time to time under applicable law.

               9.   "Normal Business Hours" for the Building shall mean 8:00
                    A.M. to 6:00 P.M. Mondays through Fridays, and 8:00 A.M. to
                    1:00 P.M. on Saturdays, exclusive of Holidays.

               10.  "Prime Rate" shall mean the per annum interest rate publicly
                    announced by The First National Bank of Chicago or any
                    successor thereof from time to time (whether or not charged
                    in each instance) as its prime or base rate in Chicago,
                    Illinois.

               11.  "Property" shall mean the Phase I Building and the parcel(s)
                    of land on which it is located and, at Landlord's
                    discretion, the Building garage, if any, and all other
                    improvements owned by Landlord and serving the Phase I
                    Building and the tenants thereof and the parcel(s) of land
                    on which they are located. If the definition of "Building"
                    also includes the Phase II Building as provided in Section
                    I.A.3. above, then, at Landlord's option, the "Property"
                    shall also include the Phase II Building and the parcel(s)
                    of land on which it is located and, at Landlord's
                    discretion, the Building garage, if any, and all other
                    improvements owned by Landlord and serving the Phase II
                    Building and the tenants thereof and the parcel(s) of land
                    on which they are located.

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

II.       LEASE GRANT.

          Subject to and upon the terms herein set forth, Landlord leases to
Tenant and Tenant leases from Landlord the Premises, together with the right, in
common with others, to use the Common Areas.

III.      POSSESSION; RENT CREDIT AND TERMINATION OPTION FOR LATE DELIVERY.

          A.   DETERMINATION OF SUBSTANTIAL COMPLETION DATE; RENT CREDIT AND
               TERMINATION OPTION.


               1.   RENT CREDIT. The Commencement Date shall not be postponed if
                    the Landlord Work in the Premises is not substantially
                    completed as of the Commencement Date. (The date that the
                    Landlord Work in the Premises is substantially completed, as
                    described in Subsection 4 below, is defined as the
                    "Substantial Completion Date"). However, if the Substantial
                    Completion Date has not occurred on or before ninety (90)
                    days after the later of (a) the date the final Plans (as
                    defined in EXHIBIT D) have been approved by Landlord and
                    Tenant and (b) the date that Tenant executes and delivers
                    this Lease and all prepaid rent and security deposits
                    required hereunder to Landlord (the date which is 90 days
                    after the later of the dates described in (a) and (b) above
                    is referred to herein as the

                                        4
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                    "Credit Completion Date"), then, following the Substantial
                    Completion Date, Tenant shall be entitled to a rent
                    abatement equal to one day of Base Rental (at the daily rate
                    payable during the first month of the Lease Term) for every
                    day in the period beginning on the Credit Completion Date
                    and ending on the Substantial Completion Date. Landlord and
                    Tenant acknowledge and agree that the Credit Completion Date
                    shall be postponed by the number of days the Substantial
                    Completion Date is delayed due to events of Force Majeure.
                    Further, if Landlord shall be delayed in substantially
                    completing the Landlord Work in the Premises as a result of
                    any Tenant Delays (defined in Subsection 3 below), then, for
                    purposes of determining the Substantial Completion Date, the
                    date of substantial completion of the Landlord Work in the
                    Premises shall be deemed to be the day that said Landlord
                    Work would have been substantially completed absent any such
                    Tenant Delay(s).

               2.   TERMINATION OPTION. If the Substantial Completion Date has
                    not occurred on or before the date which is 120 days after
                    the Commencement Date (the "Outside Completion Date"), then
                    Tenant, as its sole remedy, may terminate this Lease by
                    giving Landlord written notice of termination on or before
                    the earlier to occur of: (i) five (5) Business Days after
                    the Outside Completion Date; and (ii) the Substantial
                    Completion Date. In such event, this Lease shall be deemed
                    null and void and of no further force and effect and, so
                    long as Tenant has not previously defaulted under any of its
                    obligations under the Work Letter, Landlord shall return the
                    Security Deposit to Tenant as described in this Lease,
                    Landlord shall reimburse to Tenant any Base Rental and
                    Tenant's Pro Rata Share of Taxes and Operating Expenses paid
                    by Tenant for the period commencing as of the Commencement
                    Date through the date of termination described above for any
                    portion of the Premises not occupied by Tenant during such
                    period, and the parties hereto shall have no further
                    responsibilities or obligations to each other with respect
                    to this Lease. Landlord and Tenant acknowledge and agree
                    that the Outside Completion Date shall be postponed by the
                    number of days the Substantial Completion Date is delayed
                    due to events of Force Majeure. Further, if Landlord shall
                    be delayed in substantially completing the Landlord Work in
                    the Premises as a result of any Tenant Delays (defined
                    below), then, for purposes of determining the Substantial
                    Completion Date, the date of substantial completion of the
                    Landlord Work in the Premises shall be deemed to be the day
                    that said Landlord Work would have been substantially
                    completed absent any such Tenant Delay(s). Notwithstanding
                    anything herein to the contrary, if Landlord determines that
                    it will be unable to cause the Substantial Completion Date
                    to occur by the Outside Completion Date, Landlord shall have
                    the right to immediately cease its performance of the
                    Landlord Work and provide Tenant with written notice (the
                    "Outside Extension Notice") of such inability, which Outside
                    Extension Notice shall set forth the date on which Landlord
                    reasonably believes that the Substantial Completion Date
                    will occur. Upon receipt of the Outside Extension Notice,
                    Tenant shall have the right to terminate this Lease by
                    providing written notice of termination to Landlord within
                    five (5) Business Days after the date of the Outside
                    Extension Notice. If Tenant does not terminate this Lease
                    within such five (5) Business Day period, the Outside
                    Completion Date shall automatically be amended to be the
                    date set forth in Landlord's Outside Extension Notice.

               3.   TENANT DELAYS. "Tenant Delay" means any act or omission of
                    Tenant or its agents, employees, vendors or contractors that
                    actually delays the substantial completion of the Landlord
                    Work, including, without limitation: (1) Tenant's failure to
                    furnish information or approvals within any time period
                    specified in this Lease, including the failure to prepare or
                    approve preliminary or final plans by any applicable due
                    date; (2) Tenant's selection of equipment or materials that
                    have long lead times after first being informed by Landlord
                    that the selection may result in a delay; (3) changes
                    requested or made by Tenant to previously approved plans and
                    specifications; (4) performance of work in the Premises by
                    Tenant or Tenant's contractor(s) during the performance of
                    the Landlord Work; (5) if the performance of any portion of
                    the Landlord Work depends on the prior or simultaneous
                    performance of work by Tenant, a delay by

                                        5
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                    Tenant or Tenant's contractor(s) in the completion of such
                    work; or (6) Tenant's failure to comply with the time
                    periods reflected on the Critical Date Schedule attached
                    hereto as EXHIBIT G. Landlord shall use reasonable efforts
                    to notify Tenant of any circumstances of which Landlord is
                    aware that have caused or may cause a Tenant Delay, so that
                    Tenant may take whatever action is appropriate to minimize
                    or prevent such Tenant Delay. The Critical Date Schedule is
                    included only as a guideline as to the dates that must be
                    complied with in order for the Landlord Work to be
                    substantially completed as of the Commencement Date and,
                    except as specifically described in this Section III.A.,
                    shall not modify this Section III.A. in any manner.

               4.   SUBSTANTIAL COMPLETION OF LANDLORD WORK. The Landlord Work
                    in the Premises shall be deemed to be substantially
                    completed on the later of (i) the date that Landlord
                    reasonably determines that all Landlord's Work in the
                    Premises has been performed (or would have been performed
                    absent any Tenant Delays), other than any details of
                    construction, mechanical adjustment or any other matter, the
                    noncompletion of which does not materially interfere with
                    Tenant's use of the Premises or (ii) the date Landlord
                    receives all governmental approvals which are required to
                    obtain a temporary or permanent certificate of occupancy for
                    the Premises from the local governmental authority (or would
                    have been received absent any Tenant Delays). Tenant's right
                    to terminate this Lease as described above shall be Tenant's
                    sole remedy and shall constitute full settlement of all
                    claims that Tenant might otherwise have against Landlord by
                    reason of the Substantial Completion Date not occurring on
                    or before the Outside Completion Date.

          B.   By taking possession of the Premises, Tenant is deemed to have
               accepted the Premises and agreed that the Premises is in good
               order and satisfactory condition, with no representation or
               warranty by Landlord as to the condition of the Premises or the
               Building or suitability thereof for Tenant's use. Notwithstanding
               the foregoing, Tenant's acceptance of the Premises shall be
               subject to Landlord's obligation to correct portions of the
               Landlord Work as set forth on a construction punch list prepared
               by Landlord and Tenant in accordance with the terms hereof.
               Within fifteen (15) days after the substantial completion of the
               Landlord Work in the Premises, Landlord and Tenant shall together
               conduct an inspection of such portion of the Premises and prepare
               a "punch list" setting forth any portions of the Landlord Work
               that are not in conformity with the Landlord Work as required by
               the terms of this Lease. Notwithstanding the foregoing, at the
               request of Landlord, such construction punch list shall be
               mutually prepared by Landlord and Tenant prior to the date on
               which Tenant first begins to move its furniture, equipment or
               other personal property into the Premises. Landlord, as part of
               the Landlord Work, shall use good faith efforts to correct all
               such items within a reasonable time following the completion of
               the punch list. Notwithstanding anything contained herein to the
               contrary, Tenant shall have eleven (11) months from the
               completion of Landlord Work in the Premises in which to discover
               and notify Landlord of any latent defects in Landlord's Work in
               such portion of the Premises. Landlord shall be responsible for
               the correction of any latent defects with respect to which it
               received timely notice from Tenant.

          C.   Notwithstanding anything to the contrary contained in the Lease,
               Landlord shall not be obligated to tender possession of any
               portion of any other space leased by Tenant from time to time
               hereunder (exclusive of the initial Premises) that, on the date
               possession is to be delivered, is occupied by a tenant or other
               occupant or that is subject to the rights of any other tenant or
               occupant, nor shall Landlord have any other obligations to Tenant
               under this Lease with respect to such space until the date
               Landlord: (1) recaptures such space from such existing tenant or
               occupant; and (2) regains the legal right to possession thereof.
               This Lease shall not be affected by any such failure to deliver
               possession and Tenant shall have no claim for damages against
               Landlord as a result thereof, all of which are hereby waived and
               released by Tenant. The Commencement Date and Termination Date
               shall be determined as provided in Section III.A. above.

          D.   If Tenant takes possession of the Premises prior to the
               Commencement Date for any purpose (including for purposes of
               installing furniture or equipment or conducting business
               operations therein), such possession shall be subject to all

                                        6
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               the terms and conditions of the Lease and Tenant shall pay
               Additional Base Rental (but not Base Rental) for such portion of
               the Premises to Landlord for each day of occupancy prior to the
               Commencement Date. Tenant shall, however, be liable for the cost
               of any services (e.g. electricity, HVAC, freight elevators) that
               are provided to Tenant or the Premises during the period of
               Tenant's possession prior to the Commencement Date. Nothing
               herein shall be construed as granting Tenant the right to take
               possession of any portion of the Premises prior to the
               Commencement Date, whether for construction, fixturing or any
               other purpose, without the prior consent of Landlord.

IV.       RENT.

          A.   During each calendar year, or portion thereof, falling within the
               Lease Term, Tenant shall pay to Landlord as Additional Base
               Rental hereunder the sum of (1) Tenant's Pro Rata Share of the
               amount, if any, by which Taxes (hereinafter defined) for the
               applicable calendar year exceed the Tax Base Amount plus (2)
               Tenant's Pro Rata Share of the amount, if any, by which Expenses
               for the applicable calendar year exceed the Expense Base Amount.
               Tenant's Pro Rata Share of increases in Taxes and Tenant's Pro
               Rata Share of increases in Expenses shall be computed separate
               and independent of each other prior to being added together to
               determine the "Excess". In the event that Taxes and/or Expenses,
               as the case may be, in any calendar year decrease below the
               amount of the Tax Base Amount or the Expense Base Amount, as
               applicable, Tenant's Pro Rata Share of Taxes and/or Tenant's Pro
               Rata Share of Expenses, as the case may be, for such calendar
               year shall be deemed to be $0, it being understood that Tenant
               shall not be entitled to any credit or offset if Taxes decrease
               below the Tax Base Amount or if Expenses decrease below the
               Expense Base Amount. Prior to January 1 of the calendar year
               immediately following the Base Year, and prior to January 1 of
               each subsequent calendar year during the Lease Term, or as soon
               thereafter as practical, Landlord shall make a good faith
               estimate of the Excess for the applicable calendar year and
               Tenant's Pro Rata Share thereof. On or before the first day of
               each month during such calendar year, Tenant shall pay to
               Landlord, as Additional Base Rental, a monthly installment equal
               to one-twelfth of Tenant's Pro Rata Share of Landlord's estimate
               of the Excess. Landlord shall have the right from time to time
               during any such calendar year to revise the estimate of Basic
               Costs and the Excess for such year and provide Tenant with a
               revised statement therefor, and thereafter the amount Tenant
               shall pay each month shall be based upon such revised estimate.
               If Landlord does not provide Tenant with an estimate of the Basic
               Costs and the Excess by January 1 of any calendar year, Tenant
               shall continue to pay a monthly installment based on the previous
               year's estimate until such time as Landlord provides Tenant with
               an estimate of Basic Costs and the Excess for the current year.
               Upon receipt of such current year's estimate, an adjustment shall
               be made for any month during the current year with respect to
               which Tenant paid monthly installments of Additional Base Rental
               based on the previous year's estimate. Tenant shall pay Landlord
               for any underpayment within thirty (30) days after demand. Any
               overpayment shall, at Landlord's option, be refunded to Tenant
               within thirty (30) days or credited against the next installments
               of Base Rental and Additional Base Rental due for the months
               immediately following the furnishing of such estimate. Any
               amounts paid by Tenant based on any estimate shall be subject to
               adjustment pursuant to the immediately following paragraph when
               actual Basic Costs are determined for such calendar year.

               As soon as is practical following the end of each calendar year
               during the Lease Term, Landlord shall furnish to Tenant a
               statement of Landlord's actual Basic Costs and the actual Excess
               for the previous calendar year. If, however, Landlord fails to
               furnish Tenant a statement of actual Basic Costs for a given
               calendar year within twelve (12) months after the end of said
               calendar year and such failure continues for an additional sixty
               (60) days after Landlord's receipt of a written request from
               Tenant that such statement of actual Basic Costs should be
               furnished (the "Request for Statement of Basic Costs"), and
               provided the Request for Statement of Basic Costs contains a
               statement that Landlord's failure to furnish such statement may
               prejudice Landlord's right to collect any underpayment of Basic
               Costs from Tenant as described in Section IV.A. of the Lease,
               then Landlord shall be deemed to have waived any rights to
               recover any underpayment of Basic Costs from Tenant applicable to
               said calendar year

                                        7
<Page>

               (except to the extent such underpayment is attributable to a
               default by Tenant in its obligation to make estimated payments of
               Basic Costs). Further, in no event shall the foregoing provision
               describing the time period during which Landlord is to deliver
               the statement of actual Basic Costs in any manner limit or
               otherwise prejudice Landlord's right to modify such statement of
               actual costs after such time period if new, additional or
               different information relating to such statement of actual costs
               is discovered or otherwise determined.

               If the estimated Excess actually paid by Tenant for the prior
               year is in excess of Tenant's actual Pro Rata Share of the Excess
               for such prior year, then Landlord shall apply such overpayment
               against Base Rental and Additional Base Rental due or to become
               due hereunder, provided if the Lease Term expires prior to the
               determination of such overpayment, Landlord shall refund such
               overpayment to Tenant within thirty (30) days after first
               deducting the amount of any Rent due hereunder. Likewise, Tenant
               shall pay to Landlord, within ten (10) days after demand, any
               underpayment with respect to the prior year, whether or not the
               Lease has terminated prior to receipt by Tenant of a statement
               for such underpayment, it being understood that this clause shall
               survive the expiration of the Lease.

          B.   Basic Costs shall mean Taxes and all costs and expenses paid or
               incurred in each calendar year in connection with operating,
               maintaining, repairing, managing the Building and the Property,
               including, but not limited to, the following:

               1.   All labor costs for all persons performing services required
                    or utilized in connection with the operation, repair,
                    replacement and maintenance of and control of access to the
                    Building and the Property, including but not limited to
                    amounts incurred for wages, salaries and other compensation
                    for services, payroll, social security, unemployment and
                    other similar taxes, workers' compensation insurance,
                    uniforms, training, disability benefits, pensions,
                    hospitalization, retirement plans, group insurance or any
                    other similar or like expenses or benefits.

               2.   All management fees (not to exceed, an a per annum basis, 5%
                    of the gross receipts for the Building), the cost of
                    equipping and maintaining a management office at the
                    Building, accounting services, legal fees not attributable
                    to leasing and collection activity, and all other
                    administrative costs relating to the Building and the
                    Property. If management services are not provided by a third
                    party, Landlord shall be entitled to a management fee
                    comparable to that due and payable to third parties provided
                    Landlord or management companies owned by, or management
                    divisions of, Landlord perform actual management services of
                    a comparable nature and type as normally would be performed
                    by third parties.

               3.   All rental and/or purchase costs of materials, supplies,
                    tools and equipment used in the operation, repair,
                    replacement (other than replacements deemed to be a capital
                    improvement under generally accepted accounting principles,
                    in which event Section IV.B.11 below shall control with
                    respect to such item) and maintenance and the control of
                    access to the Building and the Property.

               4.   All amounts charged to Landlord by contractors and/or
                    suppliers for services, replacement parts, components,
                    materials, equipment and supplies furnished in connection
                    with the operation, repair, maintenance, replacement of and
                    control of access to any part of the Building, or the
                    Property generally, including the heating, air conditioning,
                    ventilating, plumbing, electrical, elevator and other
                    systems and equipment.

               5.   All premiums and deductibles paid by Landlord for fire and
                    extended coverage insurance, earthquake and extended
                    coverage insurance, liability and extended coverage
                    insurance, rental loss insurance, elevator insurance, boiler
                    insurance and other insurance customarily carried from time
                    to time by landlords of comparable office buildings in the
                    Buckhead area of Atlanta, Georgia or required to be carried
                    by Landlord's Mortgagee.

                                        8
<Page>

               6.   Charges for water, gas, steam and sewer, but excluding those
                    charges for which Landlord is otherwise reimbursed by
                    tenants, and charges for Electrical Costs. For purposes
                    hereof, the term "Electrical Costs" shall mean: (i) all
                    charges paid by Landlord for electricity supplied to the
                    Building, Property and Premises, regardless of whether such
                    charges are characterized as distribution charges,
                    transmission charges, generation charges, public good
                    charges, disconnection charges, competitive transaction
                    charges, stranded cost recoveries or otherwise; (ii) except
                    to the extent otherwise included in Basic Costs, any costs
                    incurred in connection with the energy management program
                    for the Building, Property and Premises, including any costs
                    incurred for the replacement of lights and ballasts and the
                    purchase and installation of sensors and other equipment
                    that saves energy; and (iii) if and to the extent permitted
                    by law, a reasonable fee for the services provided by
                    Landlord in connection with the selection of utility
                    companies and the negotiation and administration of
                    contracts for the generation of electricity. Notwithstanding
                    the foregoing, Electrical Costs shall be adjusted as
                    follows: (a) any amounts received by Landlord as
                    reimbursement for above standard electrical consumption
                    shall be deducted from Electrical Costs, (b) the cost of
                    electricity incurred in providing overtime HVAC to specific
                    tenants shall be deducted from Electrical Costs, it being
                    agreed that the electrical component of overtime HVAC Costs
                    shall be calculated as a reasonable percentage of the total
                    HVAC costs charged to such tenants, and (c) if Tenant is
                    billed directly for the cost of electricity to the Premises
                    as a separate charge in addition to Base Rental and Basic
                    Costs, the cost of electricity to individual tenant spaces
                    in the Building shall be deducted from Electrical Costs.

               7.   "Taxes", which for purposes hereof, shall mean: (a) all real
                    estate taxes and assessments on the Property, the Building
                    or the Premises, and taxes and assessments levied in
                    substitution or supplementation in whole or in part of such
                    taxes, (b) all personal property taxes for the Building's
                    personal property, including license expenses, (C) all taxes
                    imposed on services of Landlord's agents and employees, (d)
                    all other taxes, fees or assessments now or hereafter levied
                    by any governmental authority on the Property, the Building
                    or its contents or on the operation and use thereof (except
                    as relate to specific tenants), and (e) all costs and fees
                    incurred in connection with seeking reductions in or refunds
                    in Taxes including, without limitation, any costs incurred
                    by Landlord to challenge the tax valuation of the Building,
                    but excluding income taxes. For the purpose of determining
                    real estate taxes and assessments for any given calendar
                    year, the amount to be included in Taxes for such year shall
                    be as follows: (1) with respect to any special assessment
                    that is payable in installments, Taxes for such year shall
                    include the amount of the installment (and any interest) due
                    and payable during such year; and (2) with respect to all
                    other real estate taxes, Taxes for such year shall, at
                    Landlord's election, include either the amount accrued,
                    assessed or otherwise imposed for such year or the amount
                    due and payable for such year, provided that Landlord's
                    election shall be applied consistently throughout the Lease
                    Term. If a reduction in Taxes is obtained for any year of
                    the Lease Term during which Tenant paid its Pro Rata Share
                    of Basic Costs, then Basic Costs for such year will be
                    retroactively adjusted and Landlord shall provide Tenant
                    with a credit, if any, based on such adjustment. Likewise,
                    if a reduction is subsequently obtained for Taxes for the
                    Base Year (if Tenant's Pro Rata Share is based upon
                    increases in Basic Costs over a Base Year), Basic Costs for
                    the Base Year shall be restated and the Excess for all
                    subsequent years recomputed. Tenant shall pay to Landlord
                    Tenant's Pro Rata Share of any such increase in the Excess
                    within thirty (30) days after Tenant's receipt of a
                    statement therefor from Landlord.

               8.   All landscape expenses and costs of maintaining, repairing,
                    resurfacing and striping of the parking areas and garages of
                    the Property, if any.

               9.   Cost of all maintenance service agreements, including those
                    for equipment, alarm service, window cleaning, venetian
                    blind cleaning,

                                        9
<Page>

                    janitorial services, pest control, uniform supply, plant
                    maintenance, landscaping, and any parking equipment.

               10.  Cost of all other repairs, replacements and general
                    maintenance of the Property and Building neither specified
                    above nor directly billed to tenants.

               11.  The amortized cost of capital improvements made to the
                    Building or the Property which are: (a) primarily for the
                    purpose of reducing operating expense costs or otherwise
                    improving the operating efficiency of the Property or
                    Building; or (b) required to comply with any laws, rules or
                    regulations of any governmental authority. The cost of such
                    capital improvements shall be amortized over a period of
                    five (5) years and shall, at Landlord's option, include
                    interest at a rate that is reasonably equivalent to the
                    interest rate that Landlord would be required to pay to
                    finance the cost of the capital improvement in question as
                    of the date such capital improvement is performed, provided
                    if the payback period for any capital improvement is less
                    than five (5) years, Landlord may amortize the cost of such
                    capital improvement over the payback period. Notwithstanding
                    the foregoing, the portion of the annual amortized costs to
                    be included in Basic Costs in any calendar year with respect
                    to a capital improvement which is intended to reduce
                    expenses or improve the operating efficiency of the Property
                    or Building shall equal the lesser of: a) such annual
                    amortized costs; and b) the actual annual amortized
                    reduction in expenses for that portion of the amortization
                    period of the capital improvement which falls within the
                    Lease Term.

               12.  Any other expense or charge of any nature whatsoever which,
                    in accordance with general industry practice with respect to
                    the operation of a first-class office building in Atlanta,
                    Georgia, would be construed as an operating expense.

               In addition, if Landlord incurs any Taxes or costs and expenses
               in connection with the operation, maintenance, repair, or
               management of the Building and one or more other buildings, such
               costs and expenses shall be equitably prorated between the
               Building and such other buildings and the Building's equitable
               share thereof shall be included in Basic Costs. Notwithstanding
               the foregoing, for purposes of computing Tenant's Pro Rata Share
               of Basic Costs, the Controllable Basic Costs (hereinafter
               defined) shall not increase by more than six percent (6%) per
               calendar year on a compounding basis over the course of the Lease
               Term. In other words, Controllable Basic Costs for the first
               calendar year after the Base Year shall not exceed one hundred
               six percent (106%) of the Controllable Basic Costs for the Base
               Year. Controllable Basic Costs for the second calendar year after
               the Base Year shall not exceed one hundred six percent (106%) of
               the limit on Controllable Basic Costs for the first calendar year
               after the Base Year, etc. By way of illustration, if Controllable
               Basic Costs were $10.00 per rentable square for the Base Year,
               then Controllable Basic Costs for the first (1st) calendar year
               following the Base Year shall not exceed $10.60 per rentable
               square foot, and Controllable Basic Costs for the second calendar
               year following the Base Year shall not exceed $11.24 per rentable
               square foot. "Controllable Basic Costs" shall mean all Basic
               Costs exclusive of the cost of Taxes, insurance, utilities and
               capital improvements.

               Basic Costs shall not include the cost of capital improvements
               (except as set forth above and as distinguished from replacement
               parts or components purchased and installed in the ordinary
               course), depreciation, interest (except as provided above with
               respect to the amortization of capital improvements), lease
               commissions, and principal payments on mortgage and other
               non-operating debts of Landlord.

               Basic Costs shall also exclude the following:

                    a.   Repairs or other work occasioned by (i) fire,
                         windstorm, or other casualty of the type which Landlord
                         has insured (to the extent that Landlord has received
                         insurance proceeds and provided that the amount of any
                         deductible paid by Landlord shall be included in Basic
                         Costs), or (ii) the exercise of the right of eminent
                         domain (to

                                       10
<Page>

                         the extent that such repairs or other work are covered
                         by the proceeds of the award, if any, received by
                         Landlord).

                    b.   Leasing and brokerage commissions, attorney's fees,
                         costs, and disbursements and other expenses incurred in
                         connection with negotiation of leases with prospective
                         tenants.

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

                    d.   Overhead and profit increment paid to subsidiaries or
                         other affiliates of Landlord for services (including
                         management services and the fees paid in connection
                         therewith) on or to the Property, Building and\or
                         Premises to the extent only that the costs of such
                         services exceed the competitive cost for such services
                         rendered by persons or entities of similar skill,
                         competence and experience.

                    e.   Advertising and promotional expenditures.

                    f.   Any penalties or liquidated damages that Landlord pays
                         to Tenant under this Lease or to any other tenants in
                         the Building under their respective leases.

                    g.   Attorney's fees, costs and other expenses incurred in
                         connection with disputes with tenants or other
                         occupants of the Building or incurred to enforce the
                         obligations of tenants under leases of portions of the
                         Building.

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

                    i.   The cost of operating any commercial concession which
                         is operated by Landlord in the Building, including
                         without limitation, any compensation paid to clerks,
                         attendants or other persons operating such commercial
                         concessions on behalf of Landlord, but only to the
                         extent revenues from any such commercial concessions
                         exceed such costs and compensation.

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

                    k.   Expenses incurred in connection with the initial
                         construction of the Building, Garage and Common Areas.

                    l.   All costs of purchasing, repairing and replacing major
                         sculptures, paintings or other major works or objects
                         of art (as opposed to decorations purchased or leased
                         by Landlord for display in the Common Areas of the
                         Building).

                    m.   To the extent that parking revenues exceed parking
                         expenses, the costs incurred in owning, operating,
                         maintaining and repairing any underground or
                         above-ground parking garage and/or any other parking
                         facilities associated with the Building and Common
                         Areas.

                    n.   Salaries or fringe benefits of (i) employees above the
                         grade of building manager or general manager, and (ii)
                         employees whose time is not spent directly and solely
                         in the operation of the Property, provided that if any
                         employee performs services in connection with the
                         Building and other buildings, costs associated with
                         such employee may be proportionately included in Basic
                         Costs based on the percentage of time such employee
                         spends in connection with the operation, maintenance
                         and management of the Building.

                                       11
<Page>

                    o.   Any expenses for which Landlord has received actual
                         reimbursement, whether by insurance or otherwise (other
                         than through Basic Costs).

                    p.   Any costs, fines or penalties incurred due to
                         violations by Landlord of any environmental law in
                         effect (and as enforced) as of the Commencement Date
                         (except where such costs, fines or penalties are
                         incurred by Landlord for violations of any such law,
                         order, rule or regulation that is ultimately determined
                         to be invalid or inapplicable); and any cost or expense
                         related to removal, cleaning, abatement or remediation
                         of "hazardous materials" in or about the Building,
                         Common Area or Property, including, without limitation,
                         hazardous substances in the ground water or soil,
                         except to the extent such removal, cleaning, abatement
                         or remediation is related to the general repair and
                         maintenance of the Building, Common Area or Property.

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

                    r.   Costs incurred by Landlord in connection with the
                         correction of defects in design and original
                         construction of the Building, Garage and Common Areas.

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

                    t.   Ground lease rental.

                    u.   Landlord's charitable and political contributions.

                    v.   Costs incurred (less costs of recovery) for any items
                         to the extent covered by a manufacturer's,
                         materialman's, vendor's or contractor's warranty (a
                         "Warranty") which are paid by such manufacturer,
                         materialman, vendor or contractor (Landlord shall use
                         reasonable efforts to pursue a warranty claim for items
                         covered by a Warranty unless Landlord determines in
                         good faith that such action would not be in the best
                         interest of the Building).

                    w.   The cost of statements and reports rendered to
                         shareholders of Landlord.

                    x.   All bad debt loss, rent loss, or reserves for bad debt
                         or rent loss;

                    y.   To the extent any services (on a per square foot basis)
                         are provided to a tenant or occupant of the Building at
                         a level that is materially greater than the level at
                         which such services are available to Tenant, the cost
                         of providing such services at a level that is over and
                         above the level available to Tenant shall be excluded
                         from Basic Costs.

               If the Building is not at least ninety-five percent (95%)
               occupied during any calendar year of the Lease Term or if
               Landlord is not supplying services to at least ninety-five
               percent (95%) of the total Rentable Area of the Building at any
               time during any calendar year of the Lease Term, actual Basic
               Costs for purposes hereof shall be determined as if the Building
               had been ninety-five percent (95%) occupied and Landlord had been
               supplying services to ninety-five percent (95%) of the Rentable
               Area of the Building during such year. If Tenant pays for its Pro
               Rata Share of Basic Costs based on increases over a "Base Year"
               and Basic Costs for any calendar year during the Lease Term are
               determined as provided in the foregoing sentence, Basic Costs for
               such Base Year shall also be determined as if the Building had
               been ninety-five percent (95%) occupied and Landlord had been
               supplying services to ninety-five percent

                                       12
<Page>

               (95%) of the Rentable Area of the Building. Any necessary
               extrapolation of Basic Costs under this Article shall be
               performed by adjusting the cost of those components of Basic
               Costs that are impacted by changes in the occupancy of the
               Building (including, at Landlord's option, Taxes) to the cost
               that would have been incurred if the Building had been
               ninety-five percent (95%) occupied and Landlord had been
               supplying services to ninety-five percent (95%) of the Rentable
               Area of the Building. In addition, if Tenant's Pro Rata Share of
               Basic Costs is determined based upon increases over a Base Year
               and Basic Costs for the Base Year include exit and disconnection
               fees, stranded cost charges and/or competitive transaction
               charges, such fees and charges may, at Landlord's option, be
               imputed as a Basic Cost for subsequent years in which such fees
               and charges are not incurred. In no event, however, shall the
               amount of such imputed fees and charges exceed the actual amount
               of exit and disconnection fees, stranded cost charges and/or
               competitive transaction charges that were actually included in
               Basic Costs for the Base Year.

          C.   Tenant, within ninety (90) days after receiving Landlord's
               statement of actual Basic Costs for a particular calendar year,
               shall have the right to provide Landlord with written notice (the
               "Review Notice") of its intent to review Landlord's books and
               records relating to the Basic Costs for such calendar year.
               Within a reasonable time after receipt of a timely Review Notice,
               Landlord shall make such books and records available to Tenant or
               Tenant's agent for its review. If any records are maintained at a
               location other than the office of the Building, Tenant may either
               inspect the records at such other location or pay for the
               reasonable cost of copying and shipping the records. If Tenant
               retains an agent to review Landlord's books and records for any
               calendar year, such agent must be CPA firm licensed to do
               business in the state in which the Building is located. Tenant
               shall be solely responsible for any and all costs, expenses and
               fees incurred by Tenant or Tenant's agent in connection with such
               review. If Tenant elects to review Landlord's books and records,
               within thirty (30) days after such books and records are made
               available to Tenant, Tenant shall have the right to give Landlord
               written notice stating in reasonable detail any objection to
               Landlord's statement of actual Basic Costs for such calendar
               year. If Tenant fails to give Landlord written notice of
               objection within such thirty (30) day period or fails to provide
               Landlord with a Review Notice within the ninety (90) day period
               provided above, Tenant shall be deemed to have approved
               Landlord's statement of Basic Costs in all respects and shall
               thereafter be barred from raising any claims with respect
               thereto. Notwithstanding the foregoing, if a subsequent review of
               Expenses in accordance with the terms hereof discloses that a
               particular material item of Expenses has been overstated by more
               than five percent (5%) and there is a reasonable basis to assume
               such item was similarly overstated in any of the three (3)
               immediately previous calendar years, Landlord shall allow Tenant
               to perform a review of Landlord's books and records with respect
               to such particular item(s) for any of the three (3) immediately
               previous calendar years in which Tenant elected not to review
               Landlord's books and records. Upon Landlord's receipt of a timely
               objection notice from Tenant, Landlord and Tenant shall work
               together in good faith to resolve the discrepancy between
               Landlord's statement and Tenant's review. If Landlord and Tenant
               determine that Basic Costs for the calendar year in question are
               less than reported, Landlord shall provide Tenant with a credit
               against future Base Rental and Additional Base Rental in the
               amount of any overpayment by Tenant. Likewise, if Landlord and
               Tenant determine that Basic Costs for the calendar year in
               question are greater than reported, Tenant shall forthwith pay to
               Landlord the amount of underpayment by Tenant. In addition, if
               Landlord and Tenant determine that Basic Costs for the Building
               for the year in question were less than stated by more than five
               percent (5%), Landlord, within thirty (30) days after its receipt
               of paid invoices therefor from Tenant, shall reimburse Tenant for
               any reasonable amounts paid by Tenant to third parties in
               connection with such review by Tenant. Any information obtained
               by Tenant pursuant to the provisions of this Section shall be
               treated as confidential. Notwithstanding anything herein to the
               contrary, Tenant shall not be permitted to examine Landlord's
               books and records or to dispute any statement of Basic Costs
               unless Tenant has paid to Landlord the amount due as shown on
               Landlord's statement of actual Basic Costs, said payment being a
               condition precedent to Tenant's right to examine Landlord's books
               and records.

                                       13
<Page>

          D.   Tenant covenants and agrees to pay to Landlord during the Lease
               Term, without any setoff or deduction whatsoever, the full amount
               of all Base Rental and Additional Base Rental due hereunder. In
               addition, Tenant shall pay and be liable for, as additional rent,
               all rental, sales and use taxes or other similar taxes, if any,
               levied or imposed by any city, state, county or other
               governmental body having authority, such payments to be in
               addition to all other payments required to be paid to Landlord by
               Tenant under the terms and conditions of this Lease. Any such
               payments shall be paid concurrently with the payments of the Rent
               on which the tax is based. The Base Rental, Tenant's Pro Rata
               Share of Basic Costs and any recurring monthly charges due
               hereunder shall be due and payable in advance on the first day of
               each calendar month during the Lease Term without demand,
               provided that the installment of Base Rental for the first full
               calendar month of the Lease Term shall be payable upon the
               execution of this Lease by Tenant. All other items of Rent shall
               be due and payable by Tenant on or before ten (10) Business Days
               after Tenant's receipt of billing by Landlord. If the Lease Term
               commences on a day other than the first day of a calendar month
               or terminates on a day other than the last day of a calendar
               month, then the monthly Base Rental and Tenant's Pro Rata Share
               of Basic Costs for such month shall be prorated for the number of
               days in such month occurring within the Lease Term based on a
               fraction, the numerator of which is the number of days of the
               Lease Term that fell within such calendar month and the
               denominator of which is thirty (30). All such payments shall be
               by a good and sufficient check. No payment by Tenant or receipt
               or acceptance by Landlord of a lesser amount than the correct
               amount of Rent due under this Lease shall be deemed to be other
               than a payment on account of the earliest Rent due hereunder, nor
               shall any endorsement or statement on any check or any letter
               accompanying any check or payment be deemed an accord and
               satisfaction, and Landlord may accept such check or payment
               without prejudice to Landlord's right to recover the balance or
               pursue any other available remedy. The acceptance by Landlord of
               any Rent on a date after the due date of such payment shall not
               be construed to be a waiver of Landlord's right to declare a
               default for any other late payment. Tenant's covenant to pay Rent
               shall be independent of every other covenant set forth in this
               Lease.

          E.   If Tenant fails to pay any installment of Rent when due and
               payable hereunder, a service fee equal to five percent (5%) of
               such unpaid amount will be due and payable immediately by Tenant
               to Landlord (provided Tenant shall be entitled to a grace period
               of five (5) days after notice from Landlord with respect to the
               first two (2) late payments in any calendar year). Landlord shall
               also be entitled to interest on late payments of Rent as
               described in Section XXIII.D. below.

V.        USE.

          The Premises shall be used for the Permitted Use and for no other
purpose. Tenant agrees not to use or permit the use of the Premises for any
purpose which is illegal, dangerous to life, limb or property or which, in
Landlord's reasonable opinion, creates a nuisance or which would increase the
cost of insurance coverage with respect to the Building. Tenant shall conduct
its business and control its agents, servants, contractors, employees,
customers, licensees, and invitees in such a manner as not to unreasonably
interfere with, annoy or disturb other tenants, or in any way interfere with
Landlord in the management and operation of the Building. Tenant will maintain
the Premises in a clean and healthful condition, and comply with all laws,
ordinances, orders, rules and regulations of any governmental entity with
reference to the operation of Tenant's business and to the use, condition,
configuration or occupancy of the Premises, including without limitation, the
Americans with Disabilities Act (collectively referred to as "Laws"). Except to
the extent properly included in Basic Costs, Landlord shall be responsible for
the cost of correcting any violations of Title III of the Americans with
Disabilities Act (ADA) with respect to the Common Areas of the Building.
Notwithstanding the foregoing, Landlord shall have the right to contest any
alleged violation in good faith, including, without limitation, the right to
apply for and obtain a waiver or deferment of compliance, the right to assert
any and all defenses allowed by law and the right to appeal any decisions,
judgments or rulings to the fullest extent permitted by law. Landlord, after the
exhaustion of any and all rights to appeal or contest, will make all repairs,
additions, alterations or improvements necessary to comply with the terms of any
final order or judgment. Tenant, within ten (10) days after receipt thereof,
shall provide Landlord with copies of any notices it receives with respect to a
violation or alleged violation of any Laws. Tenant will comply with the rules
and regulations of the Building attached hereto as EXHIBIT B and such other
rules and regulations adopted and altered by Landlord from time to time and will
cause all of its agents, servants, contractors, employees,

                                       14
<Page>

customers, licensees and invitees to do so. All changes to such rules and
regulations will be reasonable and shall be sent by Landlord to Tenant in
writing. The rules and regulations shall be generally applicable, and generally
applied in the same manner, to all tenants of the Building.

VI.       SECURITY DEPOSIT.

          A.   As security for the performance of Tenant's obligations under
               this Lease, upon the execution of this Lease by Tenant, Tenant
               shall deliver to Landlord a Security Deposit consisting of an
               irrevocable letter of credit (the "Letter of Credit"), which
               Letter of Credit shall: (a) be in the amount of $1,212,468.06;
               (b) be issued on the form attached hereto as EXHIBIT F; (c) name
               EOP-Buckhead, L.L.C. or such other designee of Landlord, as
               requested by Landlord, as its beneficiary; (d) be drawn on an
               FDIC insured financial institution satisfactory to the Landlord;
               and (e) expire no earlier than sixty (60) days after the
               Termination Date of this Lease.

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

          C.   Notwithstanding anything herein to the contrary, provided Tenant
               is not in default under this Lease as of the effective date of
               any reduction of the Letter of Credit, Tenant shall have the
               right to reduce the amount of the Letter of Credit by $242,493.61
               effective as of the 3rd anniversary of the Commencement Date and
               each subsequent annual anniversary of the Commencement Date
               thereafter. Landlord may prevent any such reduction by delivering
               written notice to the issuer of the Letter of Credit that Tenant
               is in default under the Lease. Notwithstanding the foregoing,
               effective as of the 3rd anniversary of the Commencement Date,
               upon written request of Tenant and provided that Tenant is not in
               default under this Lease as of such date, Landlord agrees to
               review Tenant's then current financial statements and to discuss
               with Tenant the feasibility of reducing or eliminating the
               Security Deposit in its entirety or accelerating the reduction
               schedule described above. However, although Landlord agrees to
               discuss such matter with Tenant in good faith, any decision of
               Landlord with respect to such matter shall be made in Landlord's
               sole discretion.

VII.      SERVICES TO BE FURNISHED BY LANDLORD.

          A.   Landlord, as part of Basic Costs (except as otherwise provided),
               agrees to furnish Tenant the following services:

               1.   Water for use in the lavatories on the floor(s) on which the
                    Premises is located. If Tenant desires water in the Premises
                    for any approved reason, including a private lavatory or
                    kitchen, cold water shall be supplied, at Tenant's sole cost
                    and expense, from the Building water main through a line and
                    fixtures installed at Tenant's sole cost and expense with
                    the prior reasonable consent of Landlord. If Tenant desires
                    hot water in the Premises, Tenant, at its sole cost and
                    expense and subject to the prior reasonable consent of
                    Landlord, shall install a hot water heater in the Premises.
                    Tenant shall be solely responsible for maintenance and
                    repair of any such hot water heater.

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               2.   Central heat and air conditioning in season during Normal
                    Business Hours, at such temperatures and in such amounts as
                    are appropriate to maintain the standards reflected on the
                    HVAC specifications reflected in the "Mechanical System for
                    Building" portion of EXHIBIT D-1 attached hereto, or as
                    required by governmental authority. If Tenant requires
                    central heat, ventilation or air conditioning at hours other
                    than Normal Business Hours, such central heat, ventilation
                    or air conditioning shall be furnished only upon the oral
                    request of an authorized representative of Tenant (i.e.
                    pre-authorized by Tenant in writing) or the written request
                    of Tenant delivered to Landlord at the office of the
                    Building prior to 12:00 P.M. on the date excess usage is
                    required if such date is a Business Day, or (ii) 12:00 P.M.
                    on the immediately preceding Business Day if such excess
                    usage is desired on a Saturday, Sunday or Holiday. Tenant
                    shall pay Landlord, as Additional Base Rental, the entire
                    cost of additional service as such costs are determined by
                    Landlord from time to time. As of the date hereof,
                    Landlord's charge for after hours heating and air
                    conditioning service is $30.00 per hour.

               3.   Maintenance and repair of all Common Areas in a first class
                    manner deemed by Landlord to be standard for buildings of
                    similar class, size, age and location in the Buckhead area
                    of Atlanta, Georgia.

               4.   Janitor service on Business Days; provided, however, if
                    Tenant's use, floor covering or other improvements require
                    special services, Tenant shall pay the additional cost
                    reasonably attributable thereto as Additional Base Rental.

               5.   Passenger elevator service in common with other tenants of
                    the Building, provided that, subject to Force Majeure, at
                    least one (1) passenger elevator servicing the Premises
                    shall be available for the use of Tenant, twenty-four (24)
                    hours a day, 365/6 days per year.

               6.   Electricity to the Premises for general office use, in
                    accordance with and subject to the terms and conditions set
                    forth in Article XI of this Lease.

               7.   Access to the Building for Tenant and its employees 24-hours
                    a day, seven (7) days a week, subject to the terms of this
                    Lease and such security or monitoring systems as Landlord
                    may reasonably impose, including, without limitation, sign
                    in procedures and/or presentation of identification cards.

               8.   Security to the Building consistent with a first-class
                    office building in the Buckhead area in Atlanta, Georgia,
                    which may be provided through a security system involving
                    any one or a combination of cameras, monitoring devices or
                    guards, sign-in or identification procedures or other
                    comparable system.

          B.   Landlord's failure to furnish, or any interruption or termination
               of, services due to the application of Laws (defined in Section
               I.B.12 above), the failure of any equipment, the performance of
               repairs, improvements or alterations, or the occurrence of any
               event or cause beyond the reasonable control of Landlord (a
               "Service Failure") shall not render Landlord liable to Tenant,
               constitute a constructive eviction of Tenant, give rise to an
               abatement of Rent, nor relieve Tenant from the obligation to
               fulfill any covenant or agreement. However, if the Premises, or a
               material portion of the Premises, is made untenantable for a
               period in excess of 3 consecutive Business Days as a result of
               the Service Failure, then Tenant, as its sole remedy, shall be
               entitled to receive an abatement of Rent payable hereunder during
               the period beginning on the 4th consecutive Business Day of the
               Service Failure and ending on the day the service has been
               restored. If the entire Premises has not been rendered
               untenantable by the Service Failure, the amount of abatement that
               Tenant is entitled to receive shall be prorated based upon the
               percentage of the Premises rendered untenantable and not used by
               Tenant.

          C.   Tenant expressly acknowledges that if Landlord, from time to
               time, elects to provide security services, Landlord shall not be
               deemed to have warranted the efficiency of any security
               personnel, service, procedures or equipment and

                                       16
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               Landlord shall not be liable in any manner for the failure of any
               such security personnel, services, procedures or equipment to
               prevent or control, or apprehend anyone suspected of personal
               injury, property damage or any criminal conduct in, on or around
               the Property.

VIII.     LEASEHOLD IMPROVEMENTS.

          Any trade fixtures, unattached and movable equipment or furniture, or
other personalty brought into the Premises by Tenant ("Tenant's Property") shall
be owned and insured by Tenant. Tenant shall remove all such Tenant's Property
from the Premises in accordance with the terms of Article XXXV hereof. Any and
all alterations, additions and improvements to the Premises, including any
built-in furniture (collectively, "Leasehold Improvements") shall be owned and
insured by Landlord and shall remain upon the Premises, all without
compensation, allowance or credit to Tenant. Landlord may, nonetheless, at any
time prior to the expiration or earlier termination of this Lease or Tenant's
right to possession, require Tenant to remove any Leasehold Improvements
performed by or for the benefit of Tenant and all electronic, phone and data
cabling as are designated by Landlord (the "Required Removables") at Tenant's
sole cost. In the event that Landlord so elects, Tenant shall remove such
Required Removables within ten (10) Business Days after notice from Landlord,
provided that in no event shall Tenant be required to remove such Required
Removables prior to the expiration or earlier termination of this Lease or
Tenant's right to possession. In addition to Tenant's obligation to remove the
Required Removables, Tenant shall repair any damage caused by such removal and
perform such other work as is reasonably necessary to restore the Premises to a
"move in" condition. If Tenant fails to remove any specified Required Removables
or to perform any required repairs and restoration within the time period
specified above, Landlord, at Tenant's sole cost and expense, may remove, store,
sell and/or dispose of the Required Removables and perform such required repairs
and restoration work. Tenant, within fifteen (15) days after demand from
Landlord, shall reimburse Landlord for any and all reasonable costs incurred by
Landlord in connection with the Required Removables. Notwithstanding the
foregoing, Tenant may request in writing at the time it submits its plans and
specifications for an alteration, addition or improvement, that Landlord advise
Tenant whether Landlord will require Tenant to remove, at the termination of
this Lease or Tenant's right to possession hereunder, such alteration, addition
or improvement, or any particular portion thereof and Landlord shall advise
Tenant within twenty (20) days after receipt of Tenant's request as to whether
Landlord will require removal; provided, however, Landlord shall have the right
to require Tenant to remove any vault, stairway, raised floor or structural
alterations installed in the Premises, regardless of whether Landlord timely
notified Tenant that it would require such removal.

IX.       GRAPHICS.

          Landlord shall provide and install, at Tenant's cost (subject to the
Allowance), any suite numbers and Tenant identification on the exterior of the
Premises using the standard graphics for the Building. Tenant shall not be
permitted to install any signs or other identification without Landlord's prior
written consent, which consent shall not be unreasonably withheld. Landlord
shall include Tenant's name, at Tenant's cost, in the Building lobby directory.

X.        REPAIRS AND ALTERATIONS.

          A.   Except to the extent such obligations are imposed upon Landlord
               hereunder, Tenant, at its sole cost and expense, shall perform
               all maintenance and repairs to the Premises as are necessary to
               keep the same in good condition and repair throughout the entire
               Lease Term, reasonable wear and tear excepted. Tenant's repair
               and maintenance obligations with respect to the Premises shall
               include, without limitation, any necessary repairs with respect
               to: (1) any carpet or other floor covering, (2) any interior
               partitions, (3) any doors, (4) the interior side of any demising
               walls, (5) any telephone and computer cabling that serves
               Tenant's equipment exclusively, (6) any supplemental air
               conditioning units, private showers and kitchens, including any
               plumbing in connection therewith, and similar facilities serving
               Tenant exclusively, and (7) any alterations, additions or
               improvements performed by contractors retained by Tenant. All
               such work shall be performed in accordance with section X.B.
               below and the rules, policies and procedures reasonably enacted
               by Landlord from time to time for the performance of work in the
               Building. If Tenant fails to make any necessary repairs to the
               Premises within ten (10) days after notice from Landlord
               (provided that no prior notice shall be required in the event of
               an emergency), Landlord may, at its option, make such repairs,
               and Tenant shall pay the cost thereof to the Landlord on demand
               as Additional Base Rental, together with an

                                       17
<Page>

               administrative charge in an amount equal to ten percent (10%) of
               the cost of such repairs. Notwithstanding the foregoing, if the
               repair to be performed by Tenant cannot reasonably be completed
               within ten (10) days by Tenant or Landlord, Landlord shall not
               exercise its right to make such repair on Tenant's behalf so long
               as Tenant commences such repair within ten (10) days after notice
               from Landlord and is diligently pursuing the same to completion.
               Landlord shall, at its expense (except as included in Basic
               Costs), keep and maintain in good repair and working order and
               make all repairs to and perform necessary maintenance upon: (a)
               the roof, gutters, downspouts, if any, and all other structural
               elements of the Building; and (b) all mechanical, electrical and
               plumbing systems that serve the Building in general; and (c) the
               Building facilities common to all tenants including, but not
               limited to, the ceilings, walls and floors in the Common Areas.

          B.   Tenant shall not make or allow to be made any alterations,
               additions or improvements to the Premises without first obtaining
               the written consent of Landlord in each such instance which
               consent shall not be unreasonably withheld, conditioned or
               delayed. Prior to commencing any such work and as a condition to
               obtaining Landlord's consent, Tenant must furnish Landlord with
               plans and specifications reasonably acceptable to Landlord (which
               Landlord shall approve or disapprove within five (5) Business
               Days after receipt from Tenant provided Tenant includes a written
               reminder notice that Landlord is to respond within five (5)
               Business Days); names and addresses of contractors reasonably
               acceptable to Landlord; copies of contracts; necessary permits
               and approvals; evidence of contractor's and subcontractor's
               insurance in accordance with Article XVI section B. hereof; and
               payment bond or other security, all in form and amount
               satisfactory to Landlord. All such improvements, alterations or
               additions shall be constructed in a good and workmanlike manner
               using Building Standard materials or other new materials of equal
               or greater quality. Landlord, to the extent reasonably necessary
               to avoid any disruption to the tenants and occupants of the
               Building, shall have the right to designate the time when any
               such alterations, additions and improvements may be performed and
               to otherwise designate reasonable rules, regulations and
               procedures for the performance of work in the Building. Upon
               completion, Tenant shall furnish "as-built" plans, contractor's
               affidavits and full and final waivers of lien and receipted bills
               covering all labor and materials. All improvements, alterations
               and additions shall comply with all insurance requirements,
               codes, ordinances, laws and regulations, including without
               limitation, the Americans with Disabilities Act. Tenant shall
               reimburse Landlord upon demand as Additional Base Rental for all
               reasonable sums, if any, expended by Landlord for third party
               examination of the architectural, mechanical, electric and
               plumbing plans for any alterations, additions or improvements. In
               addition, if Landlord so requests, Landlord shall be entitled to
               oversee the construction of any alterations, additions or
               improvements that may affect the structure of the Building or any
               of the mechanical, electrical, plumbing or life safety systems of
               the Building. In the event Landlord elects to oversee such work,
               Landlord shall be entitled to receive a fee for such oversight in
               an amount equal to ten percent (10%) of the cost of such
               alterations, additions or improvements. Landlord's approval of
               Tenant's plans and specifications for any work performed for or
               on behalf of Tenant shall not be deemed to be a representation by
               Landlord that such plans and specifications comply with
               applicable insurance requirements, building codes, ordinances,
               laws or regulations or that the alterations, additions and
               improvements constructed in accordance with such plans and
               specifications will be adequate for Tenant's use.

XI.       USE OF ELECTRICAL SERVICES BY TENANT.

          A.   All electricity used by Tenant in the Premises shall, at
               Landlord's option, be paid for by Tenant either: (1) through
               inclusion in Base Rental and Basic Costs (except as provided in
               Section XI.B. below with respect to excess usage); or (2) by a
               separate charge billed directly to Tenant by Landlord and payable
               by Tenant as Additional Base Rental within ten (10) days after
               billing; or (3) by a separate charge or charges billed by the
               utility company(ies) providing electrical service and payable by
               Tenant directly to such utility company(ies). It is understood
               that electrical service to the Premises may be furnished by one
               or more companies providing electrical generation, transmission
               and/or distribution services and that the cost of electricity may
               be billed as a single charge or

                                       18
<Page>

               divided into and billed in a variety of categories such as
               distribution charges, transmission charges, generation charges,
               public good charges or other similar categories. Landlord shall
               have the exclusive right to select the company(ies) providing
               electrical service to the Building, Premises and Property, to
               aggregate the electrical service for the Building, Premises and
               Property with other buildings, to purchase electricity for the
               Building, Premises and Property through a broker and/or buyers
               group and to change the providers and/or manner of purchasing
               electricity from time to time. Landlord shall be entitled to
               receive a reasonable fee (if permitted by law) for the services
               provided by Landlord in connection with the selection of utility
               companies and the negotiation and administration of contracts for
               the generation of electricity.

          B.   Tenant's use of electrical service in the Premises shall not
               exceed, either in voltage, rated capacity, use beyond Normal
               Business Hours or overall load, that which Landlord deems to be
               standard for the Building. For purposes hereof, the electrical
               "standard" for the Building is: (a) a design load of two (2)
               watts per square foot of net usable floor area for all Building
               Standard overhead lighting located within the Premises which
               requires a voltage of 480/277 volts; and (b) a connected load of
               five (5) watts per square foot of net usable area for all
               equipment located and operated within the Premises which requires
               a voltage of 120/208 volts single phase or less, it being
               understood that electricity required to operate the base building
               HVAC system is not included within or deducted from such five (5)
               watts per square foot. If Tenant shall consume (or request that
               it be allowed to consume) electrical service in excess of that
               deemed by Landlord to be standard for the Building, Landlord may
               refuse to consent to such excess usage or may condition its
               consent to such excess usage upon such conditions as Landlord
               reasonably elects (including the installation of utility service
               upgrades, submeters, air handlers or cooling units), and all such
               additional usage (to the extent permitted by law), installation
               and maintenance thereof shall be paid for by Tenant as Additional
               Base Rental. Landlord, at any time during the Lease Term, shall
               have the right to separately meter electrical usage for the
               Premises or to measure electrical usage by survey or any other
               method that Landlord, in its reasonable judgment, deems to be
               appropriate.

          C.   Notwithstanding Section A. above to the contrary, if Landlord
               permits Tenant to purchase electrical power for the Premises from
               a provider other than Landlord's designated company(ies), such
               provider shall be considered to be a contractor of Tenant and
               Tenant shall indemnify and hold Landlord harmless from such
               provider's acts and omissions while in, or in connection with
               their services to, the Building or Premises in accordance with
               the terms and conditions of Article XV. In addition, at the
               request of Landlord, Tenant shall allow Landlord to purchase
               electricity from Tenant's provider at Tenant's rate or at such
               lower rate as can be negotiated by the aggregation of Landlord's
               and Tenant's requirements for electricity power.

XII.      ENTRY BY LANDLORD.

          Landlord and its agents or representatives shall have the right to
enter the Premises to inspect the same, or to show the Premises to prospective
purchasers, mortgagees, tenants (during the last twelve months of the Lease Term
or earlier in connection with a potential relocation) or insurers, or to clean
or make repairs, alterations or additions thereto, including any work that
Landlord deems necessary for the safety, protection or preservation of the
Building or any occupants thereof, or to facilitate repairs, alterations or
additions to the Building or any other tenants' premises. Except for any entry
by Landlord in an emergency situation or to provide normal cleaning and
janitorial service, Landlord shall provide Tenant with reasonable prior notice
of any entry into the Premises, which notice may be given verbally.
Notwithstanding the foregoing, except in emergency situations as determined by
Landlord, Landlord shall exercise reasonable efforts to perform any entry into
the Premises in a manner that is reasonably designed to minimize interference
with the operation of Tenant's business in the Premises. If reasonably necessary
for the protection and safety of Tenant and its employees, Landlord shall have
the right to temporarily close the Premises to perform repairs, alterations or
additions in the Premises, provided that Landlord shall use reasonable efforts
to perform all such work on weekends and after Normal Business Hours. Entry by
Landlord hereunder shall not constitute a constructive eviction or entitle
Tenant to any abatement or reduction of Rent by reason thereof. Notwithstanding
the foregoing, if Landlord temporarily closes the Premises as provided above for
a period in excess of three (3) consecutive Business Days, Tenant, as its sole
remedy, shall be entitled to receive a per diem abatement of Base Rental during
the period

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<Page>

beginning on the fourth (4th) consecutive Business Day of closure and ending on
the date on which the Premises are returned to Tenant in a tenantable condition.
Tenant, however, shall not be entitled to an abatement if the repairs,
alterations and/or additions to be performed are required as a result of the
acts or omissions of Tenant, its agents, employees or contractors, including,
without limitation, a default by Tenant in its maintenance and repair
obligations under the Lease.

XIII.     ASSIGNMENT AND SUBLETTING.

          A.   Subject to XIII.E. below, Tenant shall not assign, sublease,
               transfer or encumber this Lease or any interest therein or grant
               any license, concession or other right of occupancy of the
               Premises or any portion thereof or otherwise permit the use of
               the Premises or any portion thereof by any party other than
               Tenant (any of which events is hereinafter called a "Transfer")
               without the prior written consent of Landlord, which consent
               shall not be unreasonably withheld, conditioned or delayed with
               respect to any proposed assignment or subletting. Landlord's
               consent shall not be considered unreasonably withheld if: (1) the
               proposed transferee's financial responsibility does not meet the
               same criteria Landlord uses to select Building tenants; (2) the
               proposed transferee's business is not suitable for the Building
               considering the business of the other tenants and the Building's
               prestige or would result in a violation of an exclusive right
               granted to another tenant in the Building; (3) the proposed use
               is different than the Permitted Use; (4) the proposed transferee
               is a government agency or occupant of the Building; (5) Tenant is
               in default; or (6) any portion of the Building or Premises would
               become subject to additional or different governmental laws or
               regulations as a consequence of the proposed Transfer and/or the
               proposed transferee's use and occupancy of the Premises.
               Notwithstanding the foregoing, Landlord will not withhold its
               consent solely because the proposed subtenant or assignee is an
               occupant of the Building if Landlord does not have space
               available for lease in the Building that is comparable to the
               space Tenant desires to sublet or assign. For purposes hereof,
               Landlord shall be deemed to have comparable space if it has space
               available on any floor of the Building that is approximately the
               same size as the space Tenant desires to sublet or assign within
               six (6) months of the proposed commencement of the proposed
               sublease or assignment. Tenant acknowledges that the foregoing is
               not intended to be an exclusive list of the reasons for which
               Landlord may reasonably withhold its consent to a proposed
               Transfer. Any attempted Transfer in violation of the terms of
               this Article shall, at Landlord's option, be void. Consent by
               Landlord to one or more Transfers shall not operate as a waiver
               of Landlord's rights as to any subsequent Transfers. In addition,
               Tenant shall not, without Landlord's consent, publicly advertise
               the proposed rental rate for any Transfer.

          B.   If Tenant requests Landlord's consent to a Transfer, Tenant,
               together with such request for consent, shall provide Landlord
               with the name of the proposed transferee and the nature of the
               business of the proposed transferee, the term, use, rental rate
               and all other material terms and conditions of the proposed
               Transfer, including, without limitation, a copy of the proposed
               assignment, sublease or other contractual documents and evidence
               satisfactory to Landlord that the proposed transferee is
               financially responsible. Notwithstanding Landlord's agreement to
               act reasonably under Section XIII.A. above, Landlord may, within
               thirty (30) days after its receipt of all information and
               documentation required herein, either, (1) consent to or
               reasonably refuse to consent to such Transfer in writing; or (2)
               terminate this Lease, with thirty (30) days prior notice, with
               respect to the Premises (if Tenant is proposing to assign the
               Lease) or with respect to the portion of the Premises that Tenant
               is proposing to sublet if the proposed sublease, with or without
               renewal options, is to expire during the last twelve (12) months
               of the Lease Term. Notwithstanding the foregoing, Tenant, within
               ten (10) days after receipt of Landlord's notice of intent to
               terminate, may withdraw its request for consent to the Transfer.
               In such event, Landlord's election to terminate the Lease with
               respect to all or a portion of the Premises as described above
               shall be null and void and of no force and effect. If Landlord
               consents to any such Transfer, the Transfer and consent thereto
               shall be in a form approved by Landlord, and Tenant shall bear
               all costs and expenses incurred by Landlord in connection with
               the review and approval of such documentation, which costs and
               expenses shall be deemed to be at least Five Hundred Dollars
               ($500.00). Notwithstanding the foregoing, provided that Tenant
               does not request any changes to this Lease or Landlord's standard
               form of

                                       20
<Page>

               consent in connection with the proposed transfer, such costs and
               expenses shall not exceed Five Hundred Dollars ($500.00).

          C.   Fifty percent (50%) of all cash or other proceeds (the "Transfer
               Consideration") of any Transfer of Tenant's interest in this
               Lease and/or the Premises, whether consented to by Landlord or
               not, shall be paid to Landlord and Tenant hereby assigns all
               rights it might have or ever acquire in any such proceeds to
               Landlord. In addition to the Rent hereunder, Tenant hereby
               covenants and agrees to pay to Landlord fifty percent (50%) of
               all rent and other consideration which it receives which is in
               excess of the Rent payable hereunder within ten (10) days
               following receipt thereof by Tenant. Any assignee of Tenant's
               rights under this Lease shall pay all sums due under this Lease
               directly to Landlord. Further, if Tenant is in Monetary Default
               (defined in Section XXII.A. below), Landlord may require that all
               sublease payments be made directly to Landlord, in which case
               Tenant shall receive a credit against Rent in the amount of any
               payments received (less Landlord's share of any excess). However,
               by accepting any such payments directly from the assignee or
               subtenant, whether as a result of the foregoing or otherwise,
               Landlord does not waive any claims against the Tenant hereunder
               or release Tenant from any obligations under this Lease, nor
               recognize the subtenant as the tenant under the Lease.

          D.   If Tenant is a corporation, limited liability company or similar
               entity, and if at any time during the Lease Term the entity or
               entities who own the voting shares at the time of the execution
               of this Lease cease for any reason (including but not limited to
               merger, consolidation or other reorganization involving another
               corporation) to own a majority of such shares, or if Tenant is a
               partnership and if at any time during the Lease Term the general
               partner or partners who own the general partnership interests in
               the partnership at the time of the execution of this Lease, cease
               for any reason to own a majority of such interests (except as the
               result of transfers by gift, bequest or inheritance to or for the
               benefit of members of the immediate family of such original
               shareholder[s] or partner[s]), such an event shall be deemed to
               be a Transfer. The preceding sentence shall not apply whenever
               Tenant is a corporation, the outstanding stock of which is listed
               on a recognized security exchange, or if at least eighty percent
               (80%) of its voting stock is owned by another corporation, the
               voting stock of which is so listed.

          E.   Notwithstanding anything to the contrary contained in Section
               XIII.A or Section XIII.D., Tenant may assign its entire interest
               under this Lease or sublet the Premises to a wholly owned
               corporation, partnership or other legal entity or affiliate,
               subsidiary or parent of Tenant or to any successor to Tenant by
               purchase, merger, consolidation or reorganization (hereinafter,
               collectively, referred to as "Permitted Transfer" and the
               transferee of a Permitted Transfer a "Permitted Transferee")
               without the consent of Landlord, provided: (i) Tenant is not in
               default under this Lease; (ii) if such proposed transferee is a
               successor to Tenant by purchase, merger, consolidation or
               reorganization, the continuing or surviving entity shall own all
               or substantially all of the assets of Tenant and shall have a net
               worth which is at least equal to the greater of Tenant's net
               worth at the date of this Lease or Tenant's net worth at the date
               of the Transfer; (iii) such proposed transferee operates the
               business in the Premises for the Permitted Use and no other
               purpose; and (iv) in no event shall any Permitted Transfer
               release or relieve Tenant from any of its obligations under this
               Lease. Tenant shall give Landlord written notice at least thirty
               (30) days prior to the effective date of such Permitted Transfer.
               As used herein: (a) "parent" shall mean a company which owns a
               majority of Tenant's voting equity; (b) "subsidiary" shall mean
               an entity wholly owned by Tenant or at least fifty-one percent
               (51%) of whose voting equity is owned by Tenant; and (c)
               "affiliate" shall mean an entity controlled, controlling or under
               common control with Tenant. Notwithstanding the foregoing, sale
               of the shares of equity of any affiliate or subsidiary to which
               this Lease has been assigned or transferred other than to another
               parent, subsidiary or affiliate of the original Tenant named
               hereunder shall be deemed to be an assignment requiring the
               consent of Landlord hereunder.

          F.   Any Transfer consented to by Landlord in accordance with this
               Article XIII shall be only for the Permitted Use and for no other
               purpose. In no event shall any Transfer release or relieve Tenant
               or any Guarantors from any obligations under this Lease.

                                       21
<Page>

XIV.      LIENS.

          Tenant will not permit any mechanic's liens or other liens to be
placed upon the Premises or Tenant's leasehold interest therein, the Building,
or the Property. Landlord's title to the Building and Property is and always
shall be paramount to the interest of Tenant, and nothing herein contained shall
empower Tenant to do any act that can, shall or may encumber Landlord's title.
In the event any such lien does attach, Tenant shall, within twenty (20) days of
notice of the filing of said lien, either discharge or bond over such lien to
the satisfaction of Landlord and Landlord's Mortgagee (as hereinafter defined),
and in such a manner as to remove the lien as an encumbrance against the
Building and Property. If Tenant shall fail to so discharge or bond over such
lien, then, in addition to any other right or remedy of Landlord, Landlord may,
but shall not be obligated to bond over or discharge the same. Any amount paid
by Landlord for any of the aforesaid purposes, including reasonable attorneys'
fees (if and to the extent permitted by law) shall be paid by Tenant to Landlord
on demand as Additional Base Rental. Landlord shall have the right to post and
keep posted on the Premises any notices that may be provided by law or which
Landlord may deem to be proper for the protection of Landlord, the Premises and
the Building from such liens.

XV.       INDEMNITY AND WAIVER OF CLAIMS.

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

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

          C.   Landlord and the Landlord Related Parties shall not be liable
               for, and Tenant hereby waives, all claims for loss or damage to
               Tenant's business or damage to person or property sustained by
               Tenant or any person claiming by, through or under Tenant
               [including Tenant's principals, agents and employees
               (collectively, the "Tenant Related Parties")] resulting from any
               accident or occurrence in, on or about the Premises, the Building
               or the Property, including, without limitation, claims for loss,
               theft or damage resulting from: (1) the Premises, Building, or
               Property, or any equipment or appurtenances becoming out of
               repair; (2) wind or weather; (3) any defect in or failure to
               operate, for whatever reason, any sprinkler, heating or
               air-conditioning equipment, electric wiring, gas, water or steam
               pipes; (4) broken glass; (5) the backing up of any sewer pipe or
               downspout; (6) the bursting, leaking or running of any tank,
               water closet, drain or other pipe; (7) the escape of steam or
               water; (8) water, snow or ice being upon or coming through the
               roof, skylight, stairs, doorways, windows, walks or any other
               place upon or near the Building; (9) the falling of any fixture,
               plaster, tile or other material; (10) any act, omission or
               negligence of other tenants, licensees or any other persons (not
               including Landlord's employees or agents acting in such capacity)
               or occupants of the Building or of adjoining or contiguous
               buildings, or owners of adjacent or contiguous property or the
               public, or by construction of any private, public or quasi-public
               work; or (11) any other cause of any nature except, as to items
               1-9, where such loss or damage is due to

                                       22
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               Landlord's negligent or willful failure to make repairs required
               to be made pursuant to other provisions of this Lease, after the
               expiration of a reasonable time after written notice to Landlord
               of the need for such repairs. To the maximum extent permitted by
               law, Tenant agrees to use and occupy the Premises, and to use
               such other portions of the Building as Tenant is herein given the
               right to use, at Tenant's own risk.

XVI.      TENANT'S INSURANCE.

          A.   At all times commencing on and after the earlier of the
               Commencement Date and the date Tenant or its agents, employees or
               contractors enters the Premises for any purpose, Tenant shall
               carry and maintain, at its sole cost and expense:

               1.   Commercial General Liability Insurance applicable to the
                    Premises and its appurtenances providing, on an occurrence
                    basis, a minimum combined single limit of Two Million
                    Dollars ($2,000,000.00), with a contractual liability
                    endorsement covering Tenant's indemnity obligations under
                    this Lease.

               2.   All Risks of Physical Loss Insurance written at replacement
                    cost value and with a replacement cost endorsement covering
                    all of Tenant's Property in the Premises.

               3.   Workers' Compensation Insurance as required by the state in
                    which the Premises is located and in amounts as may be
                    required by applicable statute, and Employers' Liability
                    Coverage of One Million Dollars ($1,000,000.00) per
                    occurrence.

               4.   Whenever good business practice, in Landlord's reasonable
                    judgment, indicates the need of additional insurance
                    coverage or different types of insurance in connection with
                    the Premises or Tenant's use and occupancy thereof, Tenant
                    shall, upon request, obtain such insurance at Tenant's
                    expense and provide Landlord with evidence thereof.

          B.   Except for items for which Landlord is responsible under the Work
               Letter Agreement, before any repairs, alterations, additions,
               improvements, or construction are undertaken by or on behalf of
               Tenant, Tenant shall carry and maintain, at its expense, or
               Tenant shall require any contractor performing work on the
               Premises to carry and maintain, at no expense to Landlord, in
               addition to Workers' Compensation Insurance as required by the
               jurisdiction in which the Building is located, All Risk Builder's
               Risk Insurance in the amount of the replacement cost of any
               alterations, additions or improvements (or such other amount
               reasonably required by Landlord) and Commercial General Liability
               Insurance (including, without limitation, Contractor's Liability
               coverage, Contractual Liability coverage and Completed Operations
               coverage,) written on an occurrence basis with a minimum combined
               single limit of Two Million Dollars ($2,000,000.00) and adding
               "the named Landlord hereunder (or any successor thereto), Equity
               Office Properties Trust, a Maryland real estate investment trust,
               EOP Operating Limited Partnership, a Delaware limited
               partnership, and their respective members, principals,
               beneficiaries, partners, officers, directors, employees, agents
               and any Mortgagee(s)", and other designees of Landlord as the
               interest of such designees shall appear, as additional insureds
               (collectively referred to as the "Additional Insureds").

          C.   Any company writing any insurance which Tenant is required to
               maintain or cause to be maintained pursuant to the terms of this
               Lease (all such insurance as well as any other insurance
               pertaining to the Premises or the operation of Tenant's business
               therein being referred to as "Tenant's Insurance"), as well as
               the form of such insurance, shall at all times be subject to
               Landlord's reasonable approval, and each such insurance company
               shall have an A.M. Best rating of "A-" or better and shall be
               licensed and qualified to do business in the state in which the
               Premises is located. All policies evidencing Tenant's Insurance
               (except for Workers' Compensation Insurance) shall specify Tenant
               as named insured and the Additional Insureds as additional
               insureds. Provided that the coverage afforded Landlord and any
               designees of Landlord shall not be reduced or otherwise adversely
               affected, all of Tenant's Insurance may be carried under a
               blanket policy covering the Premises and any other of Tenant's
               locations. All

                                       23
<Page>

               policies of Tenant's Insurance shall contain endorsements that
               the insurer(s) will give to Landlord and its designees at least
               thirty (30) days' advance written notice of any change,
               cancellation, termination or lapse of said insurance. Tenant
               shall be solely responsible for payment of premiums for all of
               Tenant's Insurance. Tenant shall deliver to Landlord at least
               fifteen (15) days prior to the time Tenant's Insurance is first
               required to be carried by Tenant, and upon renewals at least
               fifteen (15) days prior to the expiration of any such insurance
               coverage, a certificate of insurance of all policies procured by
               Tenant in compliance with its obligations under this Lease. The
               limits of Tenant's Insurance shall in no event limit Tenant's
               liability under this Lease.

          D.   Tenant shall not do or fail to do anything in, upon or about the
               Premises which will: (1) violate the terms of any of Landlord's
               insurance policies; (2) prevent Landlord from obtaining policies
               of insurance acceptable to Landlord or any Mortgagees; or (3)
               result in an increase in the rate of any insurance on the
               Premises, the Building, any other property of Landlord or of
               others within the Building. In the event of the occurrence of any
               of the events set forth in this Section, Tenant shall pay
               Landlord upon demand, as Additional Base Rental, the cost of the
               amount of any increase in any such insurance premium, provided
               that the acceptance by Landlord of such payment shall not be
               construed to be a waiver of any rights by Landlord in connection
               with a default by Tenant under the Lease. If Tenant fails to
               obtain the insurance coverage required by this Lease, Landlord
               may, at its option, obtain such insurance for Tenant, and Tenant
               shall pay, as Additional Base Rental, the cost of all premiums
               thereon and all of Landlord's costs associated therewith.

XVII.     SUBROGATION.

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

XVIII.    LANDLORD'S INSURANCE.

          Landlord shall maintain property insurance on the Building in such
amounts as Landlord reasonably elects, provided that, during the Lease Term
Landlord shall maintain standard so-called "all risk" property insurance,
covering the Building in an amount equal to the replacement cost thereof
(including Leasehold Improvements approved by Landlord but excluding foundations
and footings) at the time in question. Landlord also shall maintain Commercial
General Liability coverage written on an occurrence basis with a minimum
combined single limit of at least Two Million Dollars ($2,000,000.00). The cost
of such insurance shall be included as a part of the Basic Costs, and payments
for losses and recoveries thereunder shall be made solely to Landlord or the
Mortgagees of Landlord as their interests shall appear.

XIX.      CASUALTY DAMAGE.

          A.   If the Premises or any part thereof shall be damaged by fire or
               other casualty, Tenant shall give prompt written notice thereof
               to Landlord. In case the Building shall be so damaged that in
               Landlord's reasonable judgment, substantial alteration or
               reconstruction of the Building shall be required (whether or not
               the Premises has been damaged by such casualty) or in the event
               Landlord will not be permitted by applicable law to rebuild the
               Building in substantially the same form as existed prior to the
               fire or casualty or in the event the Premises has been materially
               damaged and there is less than two (2) years of the Lease Term
               remaining on the date of such casualty or in the event any
               Mortgagee should require that the insurance proceeds payable as a
               result of a casualty be applied to the payment of the mortgage
               debt or in the event of any material uninsured loss to the
               Building, Landlord may, at its option, terminate this Lease by
               notifying Tenant in writing of such termination within ninety
               (90) days after the date of

                                       24
<Page>

               such casualty. Such termination shall be effective as of the date
               of fire or casualty, with respect to any portion of the Premises
               that was rendered untenantable, and the effective date of
               termination specified in Landlord's notice, with respect to any
               portion of the Premises that remained tenantable. If Landlord
               does not elect to terminate this Lease, Landlord shall commence
               and proceed with reasonable diligence to restore the Building
               (provided that Landlord shall not be required to restore any
               unleased premises in the Building) and the Leasehold Improvements
               (but excluding any improvements, alterations or additions made by
               Tenant in violation of this Lease) located within the Premises,
               if any, which Landlord has insured (or is required to insure) to
               substantially the same condition they were in immediately prior
               to the happening of the casualty. Notwithstanding the foregoing,
               Landlord's obligation to restore the Building, and the Leasehold
               Improvements, if any, shall not require Landlord to expend for
               such repair and restoration work more than the insurance proceeds
               actually received by the Landlord as a result of the casualty.
               When repairs to the Premises have been completed by Landlord,
               Tenant shall complete the restoration or replacement of all
               Tenant's Property necessary to permit Tenant's reoccupancy of the
               Premises, and Tenant shall present Landlord with evidence
               satisfactory to Landlord of Tenant's ability to pay such costs
               prior to Landlord's commencement of repair and restoration of the
               Premises. Landlord shall not be liable for any inconvenience or
               annoyance to Tenant or injury to the business of Tenant resulting
               in any way from such damage or the repair thereof, except that,
               subject to the provisions of the next sentence, Landlord shall
               allow Tenant a fair diminution of Rent on a per diem basis during
               the time and to the extent any damage to the Premises causes the
               Premises to be rendered untenantable and not used by Tenant. If
               the Premises or any other portion of the Building is damaged by
               fire or other casualty resulting from the negligence of Tenant or
               any Tenant Related Parties, the Rent hereunder shall not be
               diminished during any period during which the Premises, or any
               portion thereof, is untenantable (except to the extent Landlord
               is entitled to be reimbursed by the proceeds of any rental
               interruption insurance), and Tenant shall be liable to Landlord
               for the cost of the repair and restoration of the Building caused
               thereby to the extent such cost and expense is not covered by
               insurance proceeds. Landlord and Tenant hereby waive the
               provisions of any law from time to time in effect during the
               Lease Term relating to the effect upon leases of partial or total
               destruction of leased property. Landlord and Tenant agree that
               their respective rights in the event of any damage to or
               destruction of the Premises shall be those specifically set forth
               herein.

          B.   Notwithstanding anything in this Article XIX to the contrary, if
               all or any portion of the Premises shall be made untenantable by
               a fire or other casualty, Landlord shall, with reasonable
               promptness, cause an architect or general contractor selected by
               Landlord to estimate the amount of time required to substantially
               complete repair and restoration of the Premises and make the
               Premises tenantable again, using standard working methods (the
               "Completion Estimate"). If the Completion Estimate indicates that
               the Premises cannot be made tenantable within one hundred eighty
               (180) days from the date the repair and restoration is started,
               either party shall have the right to terminate this Lease by
               giving written notice to the other of such election within ten
               (10) days after its receipt of the Completion Estimate. Tenant,
               however, shall not have the right to terminate this Lease in the
               event that the fire or casualty in question was caused by the
               negligence or intentional misconduct of Tenant or any Tenant
               Related Parties. If the Completion Estimate indicates that the
               Premises can be made tenantable within one hundred eighty (180)
               days from the date the repair and restoration is started and
               Landlord has not otherwise exercised its right to terminate the
               Lease pursuant to the terms hereof, or if the Completion Estimate
               indicates that the Premises cannot be made tenantable within one
               hundred eighty (180) days but neither party terminates this Lease
               pursuant to this Article XIX, Landlord shall proceed with
               reasonable promptness to repair and restore the Premises.
               Notwithstanding the foregoing, if Tenant was entitled to but
               elected not to exercise its right to terminate the Lease and
               Landlord does not substantially complete the repair and
               restoration of the Premises within two (2) months after the
               expiration of the estimated period of time set forth in the
               Completion Estimate, which period shall be extended to the extent
               of any Reconstruction Delays, then Tenant may terminate this
               Lease by written notice to Landlord within fifteen (15) days
               after the expiration of such period, as the same may be extended.
               For purposes of this Lease, the term "Reconstruction

                                       25
<Page>

               Delays" shall mean: (i) any delays caused by the insurance
               adjustment process; (ii) any delays caused by Tenant; and (iii)
               any delays caused by events of Force Majeure. It is agreed that
               Reconstruction Delays attributable to items (i) or (iii) above
               shall not exceed ninety (90) days for each such type of delay.

          C.   Landlord shall not terminate this Lease in accordance with this
               Article XIX unless it also terminates the leases of all similarly
               affected office tenants in the Building. In determining whether
               other tenants are similarly affected, Landlord shall be entitled
               to consider all relevant factors such as the extent of damage,
               the time to rebuild, the availability of insurance proceeds and
               the rights of the tenants in question to impose penalties upon
               Landlord (including the right to terminate) if the repairs are
               not completed within a specified period of time. Landlord shall
               not, however, be entitled to consider the rental rates payable
               under the leases in question or the length of time remaining
               under the leases in question (unless there is less than two (2)
               years remaining on the Lease Term hereof) in its determination of
               whether to terminate or rebuild.

XX.       DEMOLITION.

          INTENTIONALLY OMITTED.

XXI.      CONDEMNATION.

          Either party may terminate this Lease if the whole or any material
part of the Premises, or any portion of the Building or Property such that the
Tenant no longer has safe access to the Premises, shall be taken or condemned
for any public or quasi-public use under law, by eminent domain or private
purchase in lieu thereof (a "Taking"). Landlord shall also have the right to
terminate this Lease if there is a Taking of any portion of the Building or
Property which would leave the remainder of the Building unsuitable for use as
an office building in a manner comparable to the Building's use prior to the
Taking. In order to exercise its right to terminate the Lease, Landlord or
Tenant, as the case may be, must provide written notice of termination to the
other within forty five (45) days after the terminating party first receives
notice of the Taking. Any such termination shall be effective as of the date the
physical taking of the Premises or the portion of the Building or Property
occurs. If this Lease is not terminated, the Rentable Area of the Building, the
Rentable Area of the Premises and Tenant's Pro Rata Share shall, if applicable,
be appropriately adjusted. In addition, Rent for any portion of the Premises
taken or condemned shall be abated during the unexpired Lease Term effective
when the physical taking of the portion of the Premises occurs. All compensation
awarded for any such taking or condemnation, or sale proceeds in lieu thereof,
shall be the property of Landlord, and Tenant shall have no claim thereto, the
same being hereby expressly waived by Tenant, except for any portions of such
award or proceeds which are specifically allocated by the condemning or
purchasing party for the taking of or damage to trade fixtures of Tenant, which
Tenant specifically reserves to itself.

XXII.     EVENTS OF DEFAULT.

          The following events shall be deemed to be events of default under
this Lease:

          A.   Tenant shall fail to pay when due any Base Rental, Additional
               Base Rental or other Rent under this Lease and such failure shall
               continue for five (5) Business Days after Tenant's receipt of
               written notice from Landlord (hereinafter sometimes referred to
               as a "Monetary Default").

          B.   Any failure by Tenant (other than a Monetary Default) to comply
               with any term, provision or covenant of this Lease, including,
               without limitation, the rules and regulations, which failure is
               not cured within twenty (20) days after delivery to Tenant of
               notice of the occurrence of such failure (or such longer period
               of time as may be reasonably necessary to cure (not to exceed 60
               days), provided that Tenant commences to cure such default within
               twenty (20) days after notice from Landlord and, from time to
               time upon request of Landlord, furnishes Landlord with evidence
               that demonstrates, in Landlord's reasonable judgment, that Tenant
               is diligently pursuing a course that will remedy such failure),
               provided that if any such failure creates a hazardous condition,
               such failure must be cured immediately. Notwithstanding the
               foregoing, if Tenant fails to comply with any particular
               provision or covenant of this Lease, including, without
               limitation, Tenant's obligation to pay Rent when due, on three
               (3) occasions during any

                                       26
<Page>

               twelve (12) month period, any subsequent violation of such
               provision or covenant shall be considered to be an incurable
               default by Tenant.

          C.   Tenant or any Guarantor shall become insolvent, or shall make a
               transfer in fraud of creditors, or shall file bankruptcy or shall
               make a general assignment for the benefit of creditors, or Tenant
               or any Guarantor shall admit in writing its inability to pay its
               debts as they become due.

          D.   Tenant or any Guarantor shall file a petition under any section
               or chapter of the United States Bankruptcy Code, as amended,
               pertaining to bankruptcy, or under any similar law or statute of
               the United States or any State thereof, or Tenant or any
               Guarantor shall be adjudged bankrupt or insolvent in proceedings
               filed against Tenant or any Guarantor thereunder; or a petition
               or answer proposing the adjudication of Tenant or any Guarantor
               as a debtor or its reorganization under any present or future
               federal or state bankruptcy or similar law shall be filed in any
               court and such petition or answer shall not be discharged or
               denied within sixty (60) days after the filing thereof.

          E.   A receiver or trustee shall be appointed for all or substantially
               all of the assets of Tenant or any Guarantor or of the Premises
               or of any of Tenant's Property located thereon in any proceeding
               brought by Tenant or any Guarantor, or any such receiver or
               trustee shall be appointed in any proceeding brought against
               Tenant or any Guarantor and shall not be discharged within sixty
               (60) days after such appointment or Tenant or such Guarantor
               shall consent to or acquiesce in such appointment.

          F.   The leasehold estate hereunder shall be taken on execution or
               other process of law or equity in any action against Tenant.

          G.   INTENTIONALLY OMITTED.

          H.   INTENTIONALLY OMITTED.

          I.   The liquidation, termination, dissolution, forfeiture of right to
               do business, or death of Tenant or any Guarantor.

XXIII.    REMEDIES.

          A.   Upon the occurrence of any event or events of default under this
               Lease, Landlord shall have the option to pursue any one or more
               of the following remedies without any notice (except as expressly
               prescribed in Article XXII above) or demand whatsoever (and
               without limiting the generality of the foregoing, Tenant hereby
               specifically waives notice and demand for payment of Rent or
               other obligations due [except as expressly prescribed in Article
               XXII above] and waives any and all other notices or demand
               requirements imposed by applicable law):

               1.   Terminate this Lease, in which event Tenant shall
                    immediately surrender the Premises to Landlord. If Tenant
                    fails to surrender the Premises upon termination of the
                    Lease hereunder, Landlord may without prejudice to any other
                    remedy which it may have, enter upon and take possession of
                    the Premises and expel or remove Tenant and any other person
                    who may be occupying said Premises, or any part thereof, and
                    Tenant hereby agrees to pay to Landlord on demand the amount
                    of all loss and damage, including consequential damage,
                    which Landlord may suffer by reason of such termination,
                    whether through inability to relet the Premises on
                    satisfactory terms or otherwise, specifically including but
                    not limited to all Costs of Reletting (hereinafter defined)
                    and any deficiency that may arise by reason of any reletting
                    or failure to relet.

               2.   Enter upon and take possession of the Premises and expel or
                    remove Tenant or any other person who may be occupying said
                    Premises, or any part thereof, by process of law, without
                    having any civil or criminal liability therefor and without
                    terminating this Lease. Landlord may (but shall be under no
                    obligation to, except as otherwise specifically provided in
                    this subsection 2) relet the Premises or any part thereof
                    for the account of Tenant, in the name of Tenant or Landlord
                    or otherwise, without notice to

                                       27
<Page>

                    Tenant for such term or terms which may be greater or less
                    than the period which would otherwise have constituted the
                    balance of the Lease Term and on such conditions (which may
                    include concessions, free rent and alterations of the
                    Premises) and for such uses as Landlord in its absolute
                    discretion may determine, and Landlord may collect and
                    receive any rents payable by reason of such reletting.
                    Tenant agrees to pay Landlord on demand all Costs of
                    Reletting and any deficiency that may arise by reason of
                    such reletting or failure to relet. Landlord shall not be
                    responsible or liable for any failure to relet the Premises
                    or any part thereof or for any failure to collect any Rent
                    due upon any such reletting. No such re-entry or taking of
                    possession of the Premises by Landlord shall be construed as
                    an election on Landlord's part to terminate this Lease
                    unless a written notice of such termination is given to
                    Tenant. Landlord agrees to use reasonable efforts to
                    mitigate damages, provided that such reasonable efforts
                    shall not require Landlord to relet the Premises in
                    preference to any other space in the Building or to relet
                    the Premises to any party that Landlord could reasonably
                    reject as a transferee pursuant to Article XIII hereof.

               3.   Enter upon the Premises without having any civil or criminal
                    liability therefor, and do whatever Tenant is obligated to
                    do under the terms of this Lease, and Tenant agrees to
                    reimburse Landlord on demand for any reasonable expense
                    which Landlord may incur in thus affecting compliance with
                    Tenant's obligations under this Lease together with interest
                    at the lesser of a per annum rate equal to: (a) the Maximum
                    Rate, or (b) the Prime Rate plus four percent (4%).

               4.   In order to regain possession of the Premises and to deny
                    Tenant access thereto in any instance in which Landlord has
                    terminated this Lease or Tenant's right to possession, or to
                    limit access to the Premises in accordance with local law in
                    the event of a default by Tenant, Landlord or its agent may,
                    at the reasonable expense and liability of the Tenant, alter
                    or change any or all locks or other security devices
                    controlling access to the Premises without posting or giving
                    notice of any kind to Tenant. Landlord shall have no
                    obligation to provide Tenant a key or grant Tenant access to
                    the Premises so long as Tenant is in default under this
                    Lease beyond the applicable notice and cure period. Tenant
                    shall not be entitled to recover possession of the Premises,
                    terminate this Lease, or recover any actual, incidental,
                    consequential, punitive, statutory or other damages or award
                    of attorneys' fees, by reason of Landlord's alteration or
                    change of any lock or other security device. Landlord may,
                    without notice, remove and either dispose of or store, at
                    Tenant's reasonable expense, any property belonging to
                    Tenant that remains in the Premises after Landlord has
                    regained possession thereof.

               5.   Terminate this Lease, in which event, Tenant shall
                    immediately surrender the Premises to Landlord and pay to
                    Landlord the sum of: (a) all Rent accrued hereunder through
                    the date of termination, and (b) an amount equal to: the
                    total Rent that Tenant would have been required to pay for
                    the remainder of the Lease Term discounted to present value
                    at the Prime Rate then in effect, minus the then present
                    fair rental value of the Premises for the remainder of the
                    Lease Term, similarly discounted, after deducting all
                    anticipated Costs of Reletting (as defined below).

          B.   For purposes of this Lease, the term "Costs of Reletting" shall
               mean all reasonable costs and expenses incurred by Landlord in
               connection with the reletting of the Premises, including without
               limitation, the cost of cleaning, renovation, repairs, decoration
               and alteration of the Premises for a new tenant or tenants,
               advertisement, marketing, brokerage and legal fees (if and to the
               extent permitted by law), the cost of protecting or caring for
               the Premises while vacant, the cost of removing and storing any
               property located on the Premises, any increase in insurance
               premiums caused by the vacancy of the Premises and any other
               out-of-pocket expenses incurred by Landlord including tenant
               incentives, allowances and inducements.

          C.   Except as otherwise herein provided, no repossession or
               re-entering of the Premises or any part thereof pursuant to
               Article XXIII hereof or otherwise shall

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<Page>

               relieve Tenant or any Guarantor of its liabilities and
               obligations hereunder, all of which shall survive such
               repossession or re-entering. Notwithstanding any such
               repossession or re-entering by reason of the occurrence of an
               event of default, Tenant will pay to Landlord the Rent required
               to be paid by Tenant pursuant to this Lease.

          D.   If Landlord declares Tenant to be in default after expiration of
               the applicable notice and cure period, Landlord shall be entitled
               to receive interest on any unpaid and overdue item of Rent at a
               rate equal to the lesser of (i) the Maximum Rate, or (ii) the
               Prime Rate plus four percent (4%) per annum. No right or remedy
               herein conferred upon or reserved to Landlord is intended to be
               exclusive of any other right or remedy, and each and every right
               and remedy shall be cumulative and in addition to any other right
               or remedy given hereunder or now or hereafter existing by
               agreement, applicable law or in equity. In addition to other
               remedies provided in this Lease, Landlord shall be entitled, to
               the extent permitted by applicable law, to injunctive relief, or
               to a decree compelling performance of any of the covenants,
               agreements, conditions or provisions of this Lease, or to any
               other remedy allowed to Landlord at law or in equity. Forbearance
               by Landlord to enforce one or more of the remedies herein
               provided upon an event of default shall not be deemed or
               construed to constitute a waiver of such default.

          E.   This Article XXIII shall be enforceable to the maximum extent
               such enforcement is not prohibited by applicable law, and the
               unenforceability of any portion thereof shall not thereby render
               unenforceable any other portion.

XXIV.     LIMITATION OF LIABILITY.

          NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE
LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD HEREUNDER) TO TENANT SHALL
BE LIMITED TO THE INTEREST OF LANDLORD IN THE BUILDING, AND TENANT AGREES TO
LOOK SOLELY TO LANDLORD'S INTEREST IN THE BUILDING FOR THE RECOVERY OF ANY
JUDGMENT OR AWARD AGAINST THE LANDLORD, IT BEING INTENDED THAT NEITHER LANDLORD
NOR ANY MEMBER, PRINCIPAL, PARTNER, SHAREHOLDER, OFFICER, DIRECTOR OR
BENEFICIARY OF LANDLORD SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR
DEFICIENCY. TENANT HEREBY COVENANTS THAT, PRIOR TO THE FILING OF ANY SUIT FOR AN
ALLEGED DEFAULT BY LANDLORD HEREUNDER, IT SHALL GIVE LANDLORD AND ALL MORTGAGEES
WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES OR DEED OF TRUST LIENS ON THE
PROPERTY, BUILDING OR PREMISES NOTICE AND REASONABLE TIME TO CURE SUCH ALLEGED
DEFAULT BY LANDLORD.

XXV.      NO WAIVER.

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

XXVI.     EVENT OF BANKRUPTCY.

          In addition to, and in no way limiting the other remedies set forth
herein, Landlord and Tenant agree that if Tenant ever becomes the subject of a
voluntary or involuntary bankruptcy, reorganization, composition, or other
similar type proceeding under the federal bankruptcy laws, as now enacted or
hereinafter amended, then:

          A.   "Adequate protection" of Landlord's interest in the Premises
               pursuant to the provisions of Section 361 and 363 (or their
               successor sections) of the Bankruptcy Code, 11 U.S.C. Section 101
               et seq., (such Bankruptcy Code as amended from time to time being
               herein referred to as the "Bankruptcy Code"), prior to assumption
               and/or assignment of the Lease by Tenant shall include, but not
               be limited to all (or any part) of the following:

               1.   the continued payment by Tenant of the Base Rental and all
                    other Rent due and owing hereunder and the performance of
                    all other covenants and obligations hereunder by Tenant;

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<Page>

               2.   the furnishing of an additional/new security deposit by
                    Tenant in the amount of three (3) times the then current
                    monthly Base Rental.

          B.   "Adequate assurance of future performance" by Tenant and/or any
               assignee of Tenant pursuant to Bankruptcy Code Section 365 will
               include (but not be limited to) payment of an additional/new
               Security Deposit in the amount of three (3) times the then
               current monthly Base Rental payable hereunder.

          C.   Any person or entity to which this Lease is assigned pursuant to
               the provisions of the Bankruptcy Code, shall be deemed without
               further act or deed to have assumed all of the obligations of
               Tenant arising under this Lease on and after the effective date
               of such assignment. Any such assignee shall, upon demand by
               Landlord, execute and deliver to Landlord an instrument
               confirming such assumption of liability.

          D.   Notwithstanding anything in this Lease to the contrary, all
               amounts payable by Tenant to or on behalf of the Landlord under
               this Lease, whether or not expressly denominated as "Rent," shall
               constitute "rent" for the purposes of Section 502(b) (6) of the
               Bankruptcy Code.

          E.   If this Lease is assigned to any person or entity pursuant to the
               provisions of the Bankruptcy Code, any and all monies or other
               considerations payable or otherwise to be delivered to Landlord
               (including Base Rentals and other Rent hereunder), shall be and
               remain the exclusive property of Landlord and shall not
               constitute property of Tenant or of the bankruptcy estate of
               Tenant. Any and all monies or other considerations constituting
               Landlord's property under the preceding sentence not paid or
               delivered to Landlord shall be held in trust by Tenant or
               Tenant's bankruptcy estate for the benefit of Landlord and shall
               be promptly paid to or turned over to Landlord.

          F.   If Tenant assumes this Lease and proposes to assign the same
               pursuant to the provisions of the Bankruptcy Code to any person
               or entity who shall have made a bona fide offer to accept an
               assignment of this Lease on terms acceptable to the Tenant, then
               notice of such proposed offer/assignment, setting forth: (1) the
               name and address of such person or entity, (2) all of the terms
               and conditions of such offer, and (3) the adequate assurance to
               be provided Landlord to assure such person's or entity's future
               performance under the Lease, shall be given to Landlord by Tenant
               no later than twenty (20) days after receipt by Tenant, but in
               any event no later than ten (10) days prior to the date that
               Tenant shall make application to a court of competent
               jurisdiction for authority and approval to enter into such
               assumption and assignment, and Landlord shall thereupon have the
               prior right and option, to be exercised by notice to Tenant given
               at any time prior to the effective date of such proposed
               assignment, to accept an assignment of this Lease upon the same
               terms and conditions and for the same consideration, if any, as
               the bona fide offer made by such persons or entity, less any
               brokerage commission which may be payable out of the
               consideration to be paid by such person for the assignment of
               this Lease.

          G.   To the extent permitted by law, Landlord and Tenant agree that
               this Lease is a contract under which applicable law excuses
               Landlord from accepting performance from (or rendering
               performance to) any person or entity other than Tenant within the
               meaning of Sections 365(c) and 365(e) (2) of the Bankruptcy Code.

XXVII.    WAIVER OF JURY TRIAL.

          Landlord and Tenant hereby waive any right to a trial by jury in any
action or proceeding based upon, or related to, the subject matter of this
Lease. This waiver is knowingly, intentionally, and voluntarily made by Tenant,
and Tenant acknowledges that neither Landlord nor any person acting on behalf of
Landlord has made any representations of fact to induce this waiver of trial by
jury or in any way to modify or nullify its effect. Tenant further acknowledges
that it has been represented (or has had the opportunity to be represented) in
the signing of this Lease and in the making of this waiver by independent legal
counsel, selected of its own free will, and that it has had the opportunity to
discuss this waiver with counsel.

XXVIII.   RELOCATION.

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<Page>

          A.   Landlord, at its expense at any time before or during the Lease
               Term (but not more than twice), shall be entitled to cause Tenant
               to relocate from the Premises to space containing not less than
               95% of the Rentable Area of the Premises and a comparable layout,
               leasehold improvements and finishes as the Premises prior to the
               relocation (the "Relocation Space") within the Building or
               adjacent buildings within the same project at any time upon
               ninety (90) days' prior written notice to Tenant. Such a
               relocation shall not affect this Lease except that from and after
               the date of such relocation, "Premises" shall refer to the
               Relocation Space into which Tenant has been moved, rather than
               the original Premises as herein defined, and the Base Rental
               shall be adjusted so that immediately following such relocation
               the Base Rental for the Relocation Space per annum on a per
               square foot of Rentable Area basis shall be the same as the Base
               Rental per annum immediately prior to such relocation for the
               original Premises on a per square foot of Rentable Area basis,
               provided that the total monthly Base Rental for the Relocation
               Space shall in no event exceed the Base Rental for the Premises.
               Tenant's Pro Rata Share shall also be adjusted in accordance with
               the formula set forth in this Lease, provided that the Additional
               Base Rental for the Relocation Space shall not exceed the
               Additional Base Rental for the Premises. Landlord agrees to
               reimburse Tenant for all reasonable out-of-pocket costs incurred
               by Tenant in connection with the Relocation and not paid directly
               by Landlord, including the cost of moving furniture and
               equipment, installing cabling and wiring, and reprinting existing
               stationery and business cards and similar items of expense.

          B.   Notwithstanding the foregoing, if Landlord provides Tenant with a
               notice of relocation intending to relocate the Premises to any
               location other than the top three (3) floors in the Phase I
               Building or Phase II Building, Tenant shall have the right to
               terminate this Lease by giving written notice of termination to
               Landlord within twenty (20) days after the date of Landlord's
               notice of relocation to Tenant. Such termination shall be
               effective sixty (60) days after the date of Landlord's notice of
               relocation, provided that Landlord, within ten (10) days after
               receipt of Tenant's notice of termination, shall have the right
               to withdraw its notice of relocation. In such event, this Lease
               shall continue in full force and effect as if Landlord had never
               provided Tenant with notice of relocation.

XXIX.     HOLDING OVER.

          In the event of holding over by Tenant after expiration or other
termination of this Lease or in the event Tenant continues to occupy the
Premises after the termination of Tenant's right of possession pursuant to
Articles XXII and XXIII hereof, occupancy of the Premises subsequent to such
termination or expiration shall be that of a tenancy at sufferance and in no
event for month-to-month or year-to-year. Tenant shall, throughout the entire
holdover period, be subject to all the terms and provisions of this Lease and
shall pay for its use and occupancy an amount (on a per month basis without
reduction for any partial months during any such holdover) equal to one hundred
fifty percent (150%) of the Base Rental and Additional Base Rental due for the
period immediately preceding such holding over, provided that in no event shall
Base Rental and Additional Base Rental during the holdover period be less than
the fair market rental for the Premises. No holding over by Tenant or payments
of money by Tenant to Landlord after the expiration of the term of this Lease
shall be construed to extend the Lease Term, to create a tenancy-at-will under
Georgia law, or prevent Landlord from recovery of immediate possession of the
Premises by summary proceedings or otherwise. In addition to the obligation to
pay the amounts set forth above during any such holdover period, Tenant also
shall be liable to Landlord for all damage, including any consequential damage,
which Landlord may suffer by reason of any holding over by Tenant, and Tenant
shall indemnify Landlord against any and all claims made by any other tenant or
prospective tenant against Landlord for delay by Landlord in delivering
possession of the Premises to such other tenant or prospective tenant.
Notwithstanding the foregoing, Tenant shall not be liable for consequential
damages unless: (1) Landlord notifies Tenant that it has entered into a lease
for the Premises or has received a bona fide offer to lease the Premises; and
(2) Tenant fails to vacate the Premises within ten (10) days after the date of
Landlord's notice.

XXX.      SUBORDINATION TO MORTGAGES; ESTOPPEL CERTIFICATE.

          A.   Tenant accepts this Lease subject and subordinate to any
               mortgage(s), deed(s) of trust, ground lease(s) or other lien(s)
               now or subsequently arising upon the Premises, the Building or
               the Property, and to renewals, modifications,

                                       31
<Page>

               refinancings and extensions thereof (collectively referred to as
               a "Mortgage"). The party having the benefit of a Mortgage shall
               be referred to as a "Mortgagee". This clause shall be
               self-operative, but upon request from a Mortgagee, Tenant shall
               execute a commercially reasonable subordination agreement in
               favor of the Mortgagee. In lieu of having the Mortgage be
               superior to this Lease, a Mortgagee shall have the right at any
               time to subordinate its Mortgage to this Lease. If requested by a
               successor-in-interest to all or a part of Landlord's interest in
               the Lease, Tenant shall, without charge, attorn to the
               successor-in-interest. Notwithstanding the foregoing, upon
               written request by Tenant, Landlord will use reasonable efforts
               to obtain a non-disturbance, subordination and attornment
               agreement from Landlord's then current Mortgagee on such
               Mortgagee's then current standard form of agreement. "Reasonable
               efforts" of Landlord shall not require Landlord to incur any
               cost, expense or liability to obtain such agreement, it being
               agreed that Tenant shall be responsible for any fee or review
               costs charged by the Mortgagee. Upon request of Landlord, Tenant
               will execute the Mortgagee's form of non-disturbance,
               subordination and attornment agreement and return the same to
               Landlord for execution by the Mortgagee. Landlord's failure to
               obtain a non-disturbance, subordination and attornment agreement
               for Tenant shall have no effect on the rights, obligations and
               liabilities of Landlord and Tenant or be considered to be a
               default by Landlord hereunder. Landlord hereby represents and
               covenants to Tenant that, as of the date of this Lease, the
               Building is not subject to a loan secured by a Mortgage.

          B.   Landlord and Tenant shall each, within 10 days after receipt of a
               written request from the other, execute and deliver an estoppel
               certificate to those parties as are reasonably requested by the
               other (including a Mortgagee or prospective purchaser). The
               estoppel certificate shall include a statement certifying that
               this Lease is unmodified (except as identified in the estoppel
               certificate) and in full force and effect, describing the dates
               to which Rent and other charges have been paid, representing
               that, to such party's actual knowledge, there is no default (or
               stating the nature of the alleged default) and indicating other
               matters with respect to the Lease that may reasonably be
               requested.

XXXI.     ATTORNEYS' FEES.

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

XXXII.    NOTICE.

          Whenever any demand, request, approval, consent or notice ("Notice")
shall or may be given to either of the parties by the other, each such Notice
shall be in writing and shall be sent by hand delivery or by registered or
certified mail with return receipt requested, or sent by overnight courier
service (such as Federal Express) at the respective addresses of the parties for
notices as set forth in Section I.A.10. of this Lease, provided that if Tenant
has vacated the Premises or is in default of this Lease Landlord may serve
Notice by any manner permitted by law. Any Notice under this Lease delivered by
registered or certified mail shall be deemed to have been given, delivered,
received and effective on the earlier of (a) the third day following the day on
which the same shall have been mailed with sufficient postage prepaid or (b) the
delivery date indicated on the return receipt. Notice effected by hand delivery
shall be deemed to have been received upon the earlier of actual receipt or
refusal thereof. Notice sent by overnight courier service shall be deemed given,
delivered, received and effective upon the day after such notice is delivered to
or picked up by the overnight courier service. Either party may, at any time,
change its Notice Address by giving the other party Notice stating the change
and setting forth the new address.

XXXIII.   LANDLORD'S LIEN.

          INTENTIONALLY OMITTED.

XXXIV.    EXCEPTED RIGHTS.

          This Lease does not grant any rights to light or air over or about the
Building. Landlord excepts and reserves exclusively to itself the use of: (1)
roofs, (2) telephone, electrical and

                                       32
<Page>

janitorial closets, (3) equipment rooms, Building risers or similar areas that
are used by Landlord for the provision of Building services, (4) rights to the
land and improvements below the floor of the Premises, (5) the improvements and
air rights above the Premises, (6) the improvements and air rights outside the
demising walls of the Premises, and (7) so long as Tenant's ability to use the
Premises for the Permitted Use is not materially affected, the areas within the
Premises used for the installation of utility lines and other installations
serving occupants of the Building. Landlord has the right to change the
Building's name or address. Landlord also has the right to make such other
changes to the Property and Building as Landlord deems appropriate, provided the
changes do not materially affect Tenant's ability to use the Premises for the
Permitted Use. Landlord shall also have the right (but not the obligation) to
temporarily close the Building if Landlord reasonably determines that there is
an imminent danger of significant damage to the Building or of personal injury
to Landlord's employees or the occupants of the Building. The circumstances
under which Landlord may temporarily close the Building shall include, without
limitation, electrical interruptions, hurricanes and civil disturbances. A
closure of the Building under such circumstances shall not constitute a
constructive eviction nor entitle Tenant to an abatement or reduction of Rent.

XXXV.     SURRENDER OF PREMISES.

          At the expiration or earlier termination of this Lease or Tenant's
right of possession hereunder, Tenant shall remove all Tenant's Property from
the Premises, remove all Required Removables designated by Landlord and quit and
surrender the Premises to Landlord, broom clean, and in good order, condition
and repair, ordinary wear and tear, casualty and condemnation excepted. If
Tenant fails to remove any of Tenant's Property within two (2) days after the
termination of this Lease or Tenant's right to possession hereunder, Landlord,
at Tenant's sole cost and expense, shall be entitled to remove and/or store such
Tenant's Property and Landlord shall in no event be responsible for the value,
preservation or safekeeping thereof. Tenant shall pay Landlord, upon demand, any
and all reasonable expenses caused by such removal and all storage charges
against such property so long as the same shall be in the possession of Landlord
or under the control of Landlord. In addition, if Tenant fails to remove any
Tenant's Property from the Premises or storage, as the case may be, within ten
(10) days after written notice from Landlord, Landlord, at its option, may deem
all or any part of such Tenant's Property to have been abandoned by Tenant and
title thereof shall immediately pass to Landlord.

XXXVI.    MISCELLANEOUS.

          A.   If any term or provision of this Lease, or the application
               thereof to any person or circumstance shall, to any extent, be
               invalid or unenforceable, the remainder of this Lease, or the
               application of such term or provision to persons or circumstances
               other than those as to which it is held invalid or unenforceable,
               shall not be affected thereby, and each term and provision of
               this Lease shall be valid and enforced to the fullest extent
               permitted by law. This Lease represents the result of
               negotiations between Landlord and Tenant, each of which has been
               (or has had opportunity to be) represented by counsel of its own
               selection, and neither of which has acted under duress or
               compulsion, whether legal, economic or otherwise. Consequently,
               Landlord and Tenant agree that the language in all parts of the
               Lease shall in all cases be construed as a whole according to its
               fair meaning and neither strictly for nor against Landlord or
               Tenant.

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

          C.   This Lease and the rights and obligations of the parties hereto
               shall be interpreted, construed, and enforced in accordance with
               the laws of the state in which the Building is located.

          D.   Events of "Force Majeure" shall include strikes, riots, war, acts
               of God, and shortages of labor or materials. Whenever a period of
               time is herein prescribed for the taking of any action by
               Landlord or Tenant, as the case may be, other than the payment of
               Rent or any other sums due hereunder, such party shall not be
               liable or responsible for, and there shall be excluded from the
               computation of such period of time, any delays due to events of
               Force Majeure.

          E.   Landlord shall have the right to transfer and assign, in whole or
               in part, all of its rights and obligations hereunder and in the
               Building and Property referred to herein, and in such event and
               upon such transfer Landlord shall be released

                                       33
<Page>

               from any further obligations hereunder, and Tenant agrees to look
               solely to such successor in interest of Landlord for the
               performance of such obligations.

          F.   Tenant hereby represents to Landlord that it has dealt directly
               with and only with the Broker as a broker in connection with this
               Lease. Tenant agrees to indemnify and hold Landlord and the
               Landlord Related Parties harmless from all claims of any brokers
               claiming to have represented Tenant in connection with this
               Lease. Landlord agrees to indemnify and hold Tenant and the
               Tenant Related Parties harmless from all claims of any brokers
               claiming to have represented Landlord in connection with this
               Lease. Landlord agrees to pay Tenant's Broker any commission due
               Tenant's Broker in connection with this Lease pursuant to the
               terms of a separate written agreement between Landlord and
               Tenant's Broker.

          G.   If there is more than one Tenant, or if the Tenant is comprised
               of more than one person or entity, the obligations hereunder
               imposed upon Tenant shall be joint and several obligations of all
               such parties. All notices, payments, and agreements given or made
               by, with or to any one of such persons or entities shall be
               deemed to have been given or made by, with or to all of them.

          H.   1.   Tenant covenants, warrants and represents that: (a) each
               individual executing, attesting and/or delivering this Lease on
               behalf of Tenant is authorized to do so on behalf of Tenant; (b)
               this Lease is binding upon Tenant; and (c) Tenant is duly
               organized and legally existing in the state of its organization
               and is qualified to do business in the state in which the
               Premises are located.

               2.   Landlord hereby covenants, warrants and represents that: (a)
               each individual executing, attesting and/or delivering this Lease
               on behalf of Landlord is authorized to do so on behalf of
               Landlord; (b) this Lease is binding upon Landlord; and (c)
               Landlord is duly organized and legally existing in the state of
               its organization and is qualified to do business in the state in
               which the Premises are located.

          I.   Tenant acknowledges that the financial capability of Tenant to
               perform its obligations hereunder is material to Landlord and
               that Landlord would not enter into this Lease but for its belief,
               based on its review of Tenant's financial statements, that Tenant
               is capable of performing such financial obligations. Tenant
               hereby represents, warrants and certifies to Landlord that its
               financial statements previously furnished to Landlord were at the
               time given true and correct in all material respects and that
               there have been no material subsequent changes thereto as of the
               date of this Lease. At any time during the Lease Term, Tenant
               shall provide Landlord, upon ten (10) days' prior written notice
               from Landlord, with a current financial statement and financial
               statements of the two (2) years prior to the current financial
               statement year and such other information as Landlord or its
               Mortgagee may request in order to create a "business profile" of
               Tenant and determine Tenant's ability to fulfill its obligations
               under this Lease. Such statement shall be prepared in accordance
               with generally accepted accounting principles and certified by
               Tenant's chief financial officer.

          J.   Except as expressly otherwise herein provided, with respect to
               all required acts of Tenant, time is of the essence of this
               Lease. This Lease shall create the relationship of Landlord and
               Tenant between the parties hereto. Tenant has only a usufruct,
               not subject to purchase or sale, which may not be assigned by
               Tenant except as expressly provided in this Lease.

          K.   This Lease and the covenants and conditions herein contained
               shall inure to the benefit of and be binding upon Landlord and
               Tenant and their respective permitted successors and assigns.

          L.   Notwithstanding anything to the contrary contained in this Lease,
               the expiration of the Lease Term, whether by lapse of time or
               otherwise, shall not relieve Tenant from Tenant's obligations
               accruing prior to the expiration of the Lease Term, and such
               obligations shall survive any such expiration or other
               termination of the Lease Term.

                                       34
<Page>

          M.   The headings and titles to the paragraphs of this Lease are for
               convenience only and shall have no affect upon the construction
               or interpretation of any part hereof.

          N.   LANDLORD HAS DELIVERED A COPY OF THIS LEASE TO TENANT FOR
               TENANT'S REVIEW ONLY, AND THE DELIVERY HEREOF DOES NOT CONSTITUTE
               AN OFFER TO TENANT OR OPTION. THIS LEASE SHALL NOT BE EFFECTIVE
               UNTIL AN ORIGINAL OF THIS LEASE EXECUTED BY BOTH LANDLORD AND
               TENANT AND AN ORIGINAL GUARANTY, IF ANY, EXECUTED BY EACH
               GUARANTOR IS DELIVERED TO AND ACCEPTED BY LANDLORD, AND THIS
               LEASE HAS BEEN APPROVED BY LANDLORD'S MORTGAGEES, IF REQUIRED.

          O.   QUIET ENJOYMENT. Tenant shall, and may peacefully have, hold, and
               enjoy the Premises, subject to the other terms of this Lease
               (including, without limitation, Article XXX hereof), without
               hindrance or molestation by Landlord or anyone claiming by,
               through or under Landlord, provided that Tenant pays the Rent
               herein recited to be paid by Tenant and performs all of Tenant's
               covenants and agreements herein contained. This covenant and any
               and all other covenants of Landlord shall be binding upon
               Landlord and its successors only during its or their respective
               periods of ownership of the Landlord's interest hereunder.

XXXVII.   ENTIRE AGREEMENT.

This Lease Agreement, including the following Exhibits:

EXHIBIT A      -Outline and Location of Premises
EXHIBIT A-1    -Outline and Location of Refusal Space
EXHIBIT B      -Rules and Regulations
EXHIBIT C      -Commencement Letter (Intentionally Omitted)
EXHIBIT D      -Work Letter Agreement
EXHIBIT D-1    -Base Building Work in Premises
EXHIBIT E      -Additional Provisions
EXHIBIT F      -Form of Letter of Credit
EXHIBIT G      -Critical Date Schedule

constitutes the entire agreement between the parties hereto with respect to the
subject matter of this Lease and supersedes all prior agreements and
understandings between the parties related to the Premises, including all lease
proposals, letters of intent and similar documents. TENANT EXPRESSLY
ACKNOWLEDGES AND AGREES THAT LANDLORD HAS NOT MADE AND IS NOT MAKING, AND
TENANT, IN EXECUTING AND DELIVERING THIS LEASE, IS NOT RELYING UPON, ANY
WARRANTIES, REPRESENTATIONS, PROMISES OR STATEMENTS, EXCEPT TO THE EXTENT THAT
THE SAME ARE EXPRESSLY SET FORTH IN THIS LEASE. ALL UNDERSTANDINGS AND
AGREEMENTS HERETOFORE MADE BETWEEN THE PARTIES ARE MERGED IN THIS LEASE WHICH
ALONE FULLY AND COMPLETELY EXPRESSES THE AGREEMENT OF THE PARTIES, NEITHER PARTY
RELYING UPON ANY STATEMENT OR REPRESENTATION NOT EMBODIED IN THIS LEASE. THIS
LEASE MAY BE MODIFIED ONLY BY A WRITTEN AGREEMENT SIGNED BY LANDLORD AND TENANT.
LANDLORD AND TENANT EXPRESSLY AGREE THAT THERE ARE AND SHALL BE NO IMPLIED
WARRANTIES OF MERCHANTABILITY, HABITABILITY, SUITABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR OF ANY OTHER KIND ARISING OUT OF THIS LEASE, ALL OF WHICH
ARE HEREBY WAIVED BY TENANT, AND THAT THERE ARE NO WARRANTIES WHICH EXTEND
BEYOND THOSE EXPRESSLY SET FORTH IN THIS LEASE.

                                       35
<Page>

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

                              LANDLORD:

                              EOP-BUCKHEAD, L.L.C., A DELAWARE LIMITED LIABILITY
                              COMPANY

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

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

                                        By:   /s/ Jeff Sweeney
                                              ----------------------------------
                                        Name:  Jeff Sweeney
                                              ----------------------------------
                                        Title: VP Leasing
                                              ----------------------------------

                              TENANT:

                              VIEWLOCITY, INC., A DELAWARE CORPORATION

                              By:   /s/ Stan F. Stoudenmire
                                    ---------------------------------
                              Name: Stan F. Stoudenmire
                                    ---------------------------------
                              Title: Senior VP and CFO
                                    ---------------------------------

                                       36
<Page>

                                    EXHIBIT A

                        OUTLINE AND LOCATION OF PREMISES

          This Exhibit is attached to and made a part of the Lease dated
_____________, 1999, by and between EOP-BUCKHEAD, L.L.C. ("Landlord") and
VIEWLOCITY, INC. ("Tenant") for space in the Building located at 3475 Piedmont
Road, NE, Atlanta, Georgia.

                                       37
<Page>

                                   EXHIBIT A-1

                      OUTLINE AND LOCATION OF REFUSAL SPACE

          This Exhibit is attached to and made a part of the Lease dated
_____________, 1999, by and between EOP-BUCKHEAD, L.L.C. ("Landlord") and
VIEWLOCITY, INC. ("Tenant") for space in the Building located at 3475 Piedmont
Road, NE, Atlanta, Georgia.

                                       38
<Page>

                                    EXHIBIT B

                         BUILDING RULES AND REGULATIONS

     The following rules and regulations shall apply, where applicable, to the
Premises, the Building, the parking garage associated therewith (if any), the
Property and the appurtenances thereto:

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

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

3.   No signs, advertisements or notices shall be painted or affixed on or to
     any windows, doors or other parts of the Building, except those of such
     color, size, style and in such places as shall be first approved in writing
     by Landlord. Except in connection with the hanging of lightweight pictures,
     decorations and wall hangings, no nails, hooks or screws shall be driven or
     inserted into any part of the Premises or Building except by the Building
     maintenance personnel, nor shall any part of the Building be defaced by
     Tenant.

4.   Landlord may provide and maintain in the first floor (main lobby) of the
     Building an alphabetical directory board listing all Tenants, and no other
     directory shall be permitted unless previously consented to by Landlord in
     writing.

5.   Tenant shall not place any additional lock or locks on any door in the
     Premises or Building without Landlord's prior written consent. A reasonable
     number of keys to the locks on the doors in the Premises shall be furnished
     by Landlord to Tenant at the cost of Tenant, and Tenant shall not have any
     duplicate keys made. All keys shall be returned to Landlord at the
     expiration or earlier termination of this Lease.

6.   All contractors, contractor's representatives, and installation technicians
     performing work in the Building shall be subject to Landlord's prior
     approval and shall be required to comply with Landlord's standard rules,
     regulations, policies and procedures, as the same may be revised from time
     to time. Tenant shall be solely responsible for complying with all
     applicable laws, codes and ordinances pursuant to which said work shall be
     performed.

7.   Movement in or out of the Building of furniture or office equipment, or
     dispatch or receipt by Tenant of any merchandise or materials which require
     the use of elevators, stairways, lobby areas, or loading dock areas, shall
     be restricted to hours designated by Landlord. Tenant must seek Landlord's
     prior approval by providing in writing a detailed listing of any such
     activity. If approved by Landlord, such activity shall be under the
     supervision of Landlord and performed in the manner stated by Landlord.
     Landlord may prohibit any article, equipment or any other item from being
     brought into the Building. Tenant is to assume all risk for damage to
     articles moved and injury to any persons resulting from such activity. If
     any equipment, property, and/or personnel of Landlord or of any other
     tenant is damaged or injured as a result of or in connection with such
     activity, Tenant shall be solely liable for any and all damage or loss
     resulting therefrom.

8.   Landlord shall have the power to prescribe the weight and position of safes
     and other heavy equipment or items, which in all cases shall not in the
     opinion of Landlord exceed acceptable floor loading and weight distribution
     requirements. All damage done to the Building by the installation,
     maintenance, operation, existence or removal of any property of Tenant
     shall be repaired at the expense of Tenant.

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

                                       39
<Page>

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

11.  No animals, except seeing eye dogs, shall be brought into or kept in, on or
     about the Premises.

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

13.  Tenant shall not use or occupy the Premises in any manner or for any
     purpose which would injure the reputation or impair the present or future
     value of the Premises or the Building; without limiting the foregoing,
     Tenant shall not use or permit the Premises or any portion thereof to be
     used for lodging, sleeping or for any illegal purpose.

14.  Tenant shall not take any action which would violate Landlord's labor
     contracts affecting the Building or which would cause any work stoppage,
     picketing, labor disruption or dispute, or any interference with the
     business of Landlord or any other tenant or occupant of the Building or
     with the rights and privileges of any person lawfully in the Building.
     Tenant shall take any actions necessary to resolve any such work stoppage,
     picketing, labor disruption, dispute or interference and shall have pickets
     removed and, at the request of Landlord, immediately terminate at any time
     any construction work being performed in the Premises giving rise to such
     labor problems, until such time as Landlord shall have given its written
     consent for such work to resume. Tenant shall have no claim for damages of
     any nature against Landlord or any of the Landlord Related Parties in
     connection therewith, nor shall the date of the commencement of the Term be
     extended as a result thereof.

15.  Tenant shall utilize the termite and pest extermination service designated
     by Landlord to control termites and pests in the Premises. Except as
     included in Basic Costs, Tenant shall bear the cost and expense of such
     extermination services.

16.  Tenant shall not install, operate or maintain in the Premises or in any
     other area of the Building, any electrical equipment which does not bear
     the U/L (Underwriters Laboratories) seal of approval, or which would
     overload the electrical system or any part thereof beyond its capacity for
     proper, efficient and safe operation as determined by Landlord, taking into
     consideration the overall electrical system and the present and future
     requirements therefor in the Building. Tenant shall not furnish any cooling
     or heating to the Premises, including, without limitation, the use of any
     electronic or gas heating devices, without Landlord's prior written
     consent. Tenant shall not use more than its proportionate share of
     telephone lines available to service the Building.

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

18.  Bicycles and other vehicles are not permitted inside or on the walkways
     outside the Building, except in those areas specifically designated by
     Landlord for such purposes.

                                       40
<Page>

19.  Landlord may from time to time adopt appropriate systems and procedures for
     the security or safety of the Building, its occupants, entry and use, or
     its contents. Tenant, Tenant's agents, employees, contractors, guests and
     invitees shall comply with Landlord's reasonable requirements relative
     thereto.

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

21.  Tenant shall carry out Tenant's permitted repair, maintenance, alterations,
     and improvements in the Premises only during times agreed to in advance by
     Landlord and in a manner which will not unreasonably interfere with the
     rights of other tenants in the Building.

22.  Canvassing, soliciting, and peddling in or about the Building is
     prohibited. Tenant shall cooperate and use its best efforts to prevent the
     same.

23.  At no time shall Tenant permit or shall Tenant's agents, employees,
     contractors, guests, or invitees smoke in any common area of the Building,
     unless such common area has been declared a designated smoking area by
     Landlord, or to allow any smoke from the Premises to emanate into the
     common areas or any other tenant's premises. Landlord shall have the right
     at any time to designate the Building as a non-smoking building.

24.  Tenant shall observe Landlord's rules with respect to maintaining standard
     window coverings at all windows in the Premises so that the Building
     presents a uniform exterior appearance. Tenant shall ensure that to the
     extent reasonably practicable, window coverings are closed on all windows
     in the Premises while they are exposed to the direct rays of the sun.

25.  All deliveries to or from the Premises shall be made only at such times, in
     the areas and through the entrances and exits designated for such purposes
     by Landlord. Tenant shall not permit the process of receiving deliveries to
     or from the Premises outside of said areas or in a manner which may
     unreasonably interfere with the use by any other tenant of its premises or
     of any common areas, any pedestrian use of such area, or any use which is
     inconsistent with good business practice.

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

                                       41
<Page>

                                    EXHIBIT C

                               COMMENCEMENT LETTER


                              INTENTIONALLY OMITTED

                                       42
<Page>

                                    EXHIBIT D

                                   WORK LETTER

     This Exhibit is attached to and made a part of the Lease dated
____________, 1999, by and between EOP-BUCKHEAD, L.L.C. ("Landlord") and
VIEWLOCITY, INC. ("Tenant") for space in the Building located at 3475 Piedmont
Road, NE, Atlanta, Georgia.

1.   This Work Letter shall set forth the obligations of Landlord and Tenant
     with respect to the preparation of the Premises for Tenant's occupancy. All
     improvements described in this Work Letter to be constructed in and upon
     the Premises by Landlord are hereinafter referred to as the "Landlord
     Work." It is agreed that construction of the Landlord Work will be
     completed at Tenant's sole cost and expense, subject to the Allowance (as
     defined below). Landlord shall also perform the Base Building Work in the
     Premises (as described in EXHIBIT D-1) at Landlord's sole cost and expense,
     subject to and in accordance with the terms of EXHIBIT D-1. Any portion of
     the Base Building Work or other work described in EXHIBIT D-1 which is to
     be performed at Tenant's cost may be applied by Tenant against the
     Allowance described herein. Landlord shall enter into a direct contract for
     the Landlord Work with Griggs Contracting Inc. In addition, Landlord shall
     have the right to select and/or approve of any subcontractors used in
     connection with the Landlord Work. Landlord acknowledges that Landlord and
     its affiliates have previously bid general tenant improvement work
     performed in office buildings owned by Landlord and/or its affiliates in
     the Atlanta area. Such bids were obtained from at least five (5) different
     general contractors, and included unit pricing, and a construction
     management fee of four and one-half percent (4.5%) and an additional fee of
     two and 45/100 percent (2.45%).

2.   Tenant shall be solely responsible for the timely preparation and
     submission to Landlord of the final architectural, electrical and
     mechanical construction drawings, plans and specifications (called "Plans")
     necessary to construct the Landlord Work, which plans shall be subject to
     approval by Landlord and Landlord's architect and engineers and shall
     comply with their requirements to avoid aesthetic or other conflicts with
     the design and function of the balance of the Building. Tenant shall be
     responsible for all elements of the design of Tenant's plans (including,
     without limitation, compliance with law, functionality of design, the
     structural integrity of the design, the configuration of the premises and
     the placement of Tenant's furniture, appliances and equipment), and
     Landlord's approval of Tenant's plans shall in no event relieve Tenant of
     the responsibility for such design. If requested by Tenant, Landlord's
     architect will prepare the Plans necessary for such construction at
     Tenant's cost. Whether or not the layout and Plans are prepared with the
     help (in whole or in part) of Landlord's architect, Tenant agrees to remain
     solely responsible for the timely preparation and submission of the Plans
     and for all elements of the design of such Plans and for all costs related
     thereto. Tenant has assured itself by direct communication with the
     architect and engineers (Landlord's or its own, as the case may be) that
     the final approved Plans (i.e. approved by Tenant and Landlord and in
     condition required for submittal for a building permit) can be delivered to
     Landlord on or before August 23, 1999 (the "Plans Due Date"), provided that
     Tenant promptly furnishes complete information concerning its requirements
     to said architect and engineers as and when requested by them. Landlord
     agrees that Landlord shall review and comment on, as necessary, each
     submittal of Plans within five (5) Business Days after Landlord's receipt
     of each such Plans submittal, and Tenant shall take this time period(s)
     into consideration when determining whether it can deliver final approved
     Plans by the Plans Due Date. Tenant covenants and agrees to cause said
     final, approved Plans to be delivered to Landlord on or before said Plans
     Due Date and to devote such time as may be necessary in consultation with
     said architect and engineers to enable them to complete and submit the
     Plans within the required time limit. Time is of the essence in respect of
     preparation and submission of Plans by Tenant. In the event the Plans are
     not fully completed and approved by the Plans Due Date, Tenant shall be
     responsible for one (1) day of Tenant Delay (as defined in the Lease) for
     each day during the period beginning on the day following the Plans Due
     Date and ending on the date completed Plans are approved. (The word
     "architect" as used in this EXHIBIT D shall include an interior designer or
     space planner.)

3.   In the event Landlord's estimate and/or the actual cost of construction
     shall exceed the Allowance, Landlord, prior to commencing any construction
     of Landlord Work, shall submit to Tenant a written estimate setting forth
     the anticipated cost of the Landlord Work, including but not limited to
     labor and materials, contractor's fees and permit fees. Within three (3)
     Business Days thereafter, Tenant shall either notify Landlord in writing

                                       43
<Page>

     of its approval of the cost estimate, or specify its objections thereto and
     any desired changes to the proposed Landlord Work. In the event Tenant
     notifies Landlord of such objections and desired changes, Tenant shall work
     with Landlord to reach a mutually acceptable alternative cost estimate.

4    In the event Landlord's estimate and/or the actual cost of construction
     shall exceed the Allowance, if any (such amounts exceeding the Allowance
     being herein referred to as the "Excess Costs"), Tenant shall pay to
     Landlord such Excess Costs, plus any applicable state sales or use tax
     thereon, upon demand, in accordance with the following: 50% of the Excess
     Costs shall be paid prior to Landlord commencing any Landlord Work and the
     balance of any Excess Costs shall be paid upon completion of the Landlord
     Work. The statements of costs submitted to Landlord by Landlord's
     contractors shall be conclusive for purposes of determining the actual cost
     of the items described therein. The amounts payable by Tenant hereunder
     constitute Rent payable pursuant to the Lease, and the failure to timely
     pay same constitutes an event of default under the Lease.

5.   If Tenant shall request any change, addition or alteration in any of the
     Plans after approval by Landlord, Landlord shall have such revisions to the
     drawings prepared, and Tenant shall reimburse Landlord for the cost
     thereof, plus any applicable state sales or use tax thereon, upon demand.
     Promptly upon completion of the revisions, Landlord shall notify Tenant in
     writing of the increased cost which will be chargeable to Tenant by reason
     of such change, addition or deletion. Tenant, within three (3) Business
     Days, shall notify Landlord in writing whether it desires to proceed with
     such change, addition or deletion. In the absence of such written
     authorization, Landlord shall have the option to continue work on the
     Premises disregarding the requested change, addition or alteration, or
     Landlord may elect to discontinue work on the Premises until it receives
     notice of Tenant's decision, in which event Tenant shall be responsible for
     any Tenant Delay in completion of the Premises resulting therefrom. In the
     event such revisions result in a higher estimate of the cost of
     construction and/or higher actual construction costs which exceed the
     Allowance, such increased estimate or costs shall be deemed Excess Costs
     pursuant to Paragraph 4 hereof and Tenant shall pay such Excess Costs, plus
     any applicable state sales or use tax thereon, upon demand, in accordance
     with the schedule described in Section 4 above, provided, however, if
     Landlord has commenced the Landlord Work, then the initial 50% of the
     additional Excess Costs described in this Section 5 shall be immediately
     payable.

6.   Following approval of the Plans and the payment by Tenant of the required
     portion of the Excess Costs, if any, Landlord shall obtain the permits for
     the Landlord Work and cause the Landlord Work to be constructed
     substantially in accordance with the approved Plans. Landlord shall notify
     Tenant of substantial completion of the Landlord Work.

7.   Landlord, provided Tenant is not in default, agrees to provide Tenant with
     an allowance (the "Allowance") in an amount not to exceed $30.00 per
     rentable square foot of the Premises to be applied toward the cost of the
     Landlord Work in the Premises. If the Allowance shall not be sufficient to
     complete the Landlord Work, Tenant shall pay the Excess Costs, plus any
     applicable state sales or use tax thereon, as prescribed in paragraph 4
     above. If the Allowance exceeds the cost of Landlord Work, any remaining
     Allowance ("Unused Allowance") shall accrue to the sole benefit of
     Landlord, it being agreed that, subject to the following, Tenant shall not
     be entitled to any credit, offset, abatement or payment with respect
     thereto; provided, however, upon completion of the Landlord Work and
     payment of all costs related thereto, Landlord shall apply up to 50% of the
     Unused Allowance (but in no event more than $1.50 per rentable square foot
     contained in the initial Premises) against the second and subsequent
     installments of Base Rental and Additional Base Rental due under this
     Lease. Landlord shall be entitled to deduct from the Allowance a
     construction management fee for Landlord's oversight of the Landlord Work
     in an amount equal to four and one-half percent (4.5%) of the total cost of
     the Landlord Work.

8.   In addition to the above described Allowance, Landlord, provided Tenant is
     not in default, agrees to be responsible for the cost to prepare the
     initial preliminary space plan and one (1) revision thereto (up to a
     maximum cost of $0.10 per rentable square foot in the initial Premises)
     (the "Space Planning Allowance") and Tenant shall be responsible for all
     other costs incurred in connection with the preparation of the preliminary
     space plans. The Space Planning Allowance shall be paid to Tenant
     concurrent with the first

                                       44
<Page>

     disbursement of the Allowance, or, at Landlord's election, the Space
     Planning Allowance may be applied against the Excess Costs to be paid by
     Tenant.

9.   FINANCE OF EXCESS COSTS. If Tenant has used the entire Allowance as
     provided herein, Tenant, provided it is not in default under this Lease,
     shall have the right to borrow up to $5.00 per rentable square foot in the
     initial Premises (the "Additional Allowance") from Landlord in order to
     finance the Excess Costs during the initial Lease Term. Any Additional
     Allowance borrowed by Tenant hereunder shall be repaid to Landlord as
     Additional Base Rental in equal monthly installments throughout the initial
     Lease Term at an interest rate equal to thirteen percent (13%) per annum.
     If Tenant is in default under this Lease after the expiration of applicable
     cure periods, the entire unpaid balance of the Additional Allowance
     borrowed by Tenant shall become immediately due and payable and, except to
     the extent required by applicable law, shall not be subject to mitigation
     or reduction in connection with a reletting of the Premises by Landlord.

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

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


                              LANDLORD:

                              EOP-BUCKHEAD, L.L.C., A DELAWARE LIMITED LIABILITY
                              COMPANY

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

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

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

                              TENANT:

                              VIEWLOCITY, INC., A DELAWARE CORPORATION

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

                                       45
<Page>

                                   EXHIBIT D-1

                 BASE BUILDING WORK IN OR AFFECTING THE PREMISES

This Exhibit is attached to and made a part of the Lease dated ____________,
1999, by and between EOP-BUCKHEAD, L.L.C. ("Landlord") and VIEWLOCITY, INC.
("Tenant") for space in the Building located at 3475 Piedmont Road, NE, Atlanta,
Georgia.


EXTERIOR WALLS:

Glazing:                 Floor to ceiling painted extruded aluminum "window
                         wall" system with an 8" interior knee wall, allowing
                         for flexible installation of telephone, electrical and
                         data cabling along the perimeter wall. Energy efficient
                         1" tinted "Low-E" vision glass provides Class "A"
                         system performance and appearance.

Mini-Blinds:             1" horizontal mini-blinds on all exterior windows,
                         except at the lobby level.

MECHANICAL SYSTEM FOR BUILDING:

General Description:     Direct Digital Control (DDC) Energy Management System
                         (EMS) controlled mechanical system.

Design Criteria:         The HVAC equipment maintains conditions to plus or
                         minus 1%, based upon Georgia Energy Code and the local
                         conditions specified in the 1997 edition of ASHRAE
                         Handbook of Fundamentals:

                         SUMMER:  75(Degree)F@ 50% max. relative  humidity
                         interior,  based upon outside  conditions of
                         94(Degree)F dry bulb and 74(Degree)F wet bulb.

                         WINTER:  72(Degree)F interior, based upon outside
                         conditions of 22 (Degree)F dry bulb.

                         The foregoing criteria is based upon the Building
                         standard usage of electricity and lighting and is based
                         upon a maximum of 150 square feet occupied per person

System Equipment:        A two-cell, induced draft cooling tower with a motor in
                         each cell. Water-cooled self-contained air-conditioned
                         VAV units are connected to medium pressure duct.
                         Primary conditioned air is distributed to the VAV/PIU
                         units through medium pressure ductwork, perimeter
                         low-pressure ductwork, perimeter slots and perforated
                         metal diffusers. Exterior building zones are
                         conditioned with PIU units with electric heat. Interior
                         zones are conditioned with cooling only VAV units. The
                         core zones are conditioned with constant volume PIU
                         units with heat.

                         Tenant is responsible for installing interior HVAC
                         diffusers (but not exterior diffusers, which are part
                         of Base Building Work), and the balancing of HVAC
                         system serving the Premises once the tenant
                         improvements in the Premises are in place.

LIFE SAFETY SYSTEM FOR BUILDING:

General Description:     Base Building fire alarm system complying with all
                         applicable NFPA requirements for shell building
                         including life safety emergency lighting, exit signs,
                         annunciators,

                                       46
<Page>

                         smoke detectors, emergency generator, etc. on a full
                         floor, non-partitioned basis.

                         All heated areas of the building will have a "wet-pipe"
                         sprinkler system configured on a full floor,
                         non-partitioned basis with up-right turned up.

BUILDING CORE:

Gypsum Board Walls:      Typical core partitions: 3 5/8" metal studs at 24" o.c.
                         with 5/8" gypsum wallboard.

Wood Doors:              Building standard doors are white birch 3'0", full
                         height premium pre-finished stain grade solid core wood
                         doors.

Frames:                  Frames at service level will be hollow metals, all
                         others will be aluminum.

Hardware:                Building standard hardware will be a satin finish
                         chrome plated lever design with mortise lock sets.

Plumbing:                One domestic water heater with a re-circulating line
                         provides hot water on four to five floor intervals. Two
                         wet columns are available on each floor.

Power:                   Busway at 480/277 volts extending from the main
                         switchboard to the electrical rooms on each floor.
                         Junction box grid system on every floor for future
                         tenant lighting receptacles.

Telephone:               Telephone closets on each floor with grounded
                         backboards.

Metering:                Available based on tenant requirements.

Exit & Emergency Exits:  Emergency fixtures shall be located on a full floor,
                         non-partitioned basis in stairwells, corridors,
                         building exits, lobbies, and toilet rooms

BASE BUILDING "ABOVE THE CEILING" DEFINITION:

Ceiling:                 Acoustical tile ceiling is suspended 9'0" above the
                         finished floor. Acoustical tile are 2'-0" x 2'-0"
                         Eclipse by USG (or equal) with Donn Fineline grid by
                         USG (or equal). Tiles and light fixtures are stacked on
                         the floor for installation by the tenant as a part of
                         the tenant improvement installation. The grid is
                         installed as a part of base building.

Lighting:                The tenant spaces will be provided with 2'x4', 3 lamp,
                         18 cell recessed troffer, 3" deep parabolic lenses and
                         electronic ballast using T8 octron lamps. Base building
                         fixtures are allotted at a ratio of approximately one
                         fixture per 100 usable square feet of the premises and
                         will be stacked on the floor and installed by the
                         tenant as part of the tenant improvement installation.

Fire Sprinkler:          Office sprinkler heads are upright turned heads at the
                         concrete deck (1/225 usable square feet). The
                         relocation of existing heads or any additional heads
                         necessitated by the tenant's plan shall be provided by
                         tenant as part of the tenant improvement installation.

Electrical:              A tenant grid system supporting 120 volt receptacle
                         power and 277 volt lighting will be installed on each
                         floor. This system will consist of junction boxes
                         located approximately 30' centers connected via a
                         disconnect 75 KVA transformer; 100 amp lighting panel
                         and a 225 amp double

                                       47
<Page>

                         section receptacle panel. Each junction box will
                         contain branch circuiting capable of supporting the
                         following load densities: receptacle power of 5 watts
                         per usable square foot on a connected load basis and
                         lighting of 2 watts per usable square foot.

Window Sill:             An 8 inch window sill condition exists below the
                         exterior glass to facilitate Tenant's installation of
                         electrical, telephone and computer cabling. The
                         installation and finishing of the sheetrock at said
                         sill as well as the installation of said electrical,
                         telephone and computer cabling shall be provided by
                         tenant as part of the tenant improvement installation.

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


                              LANDLORD:

                              EOP-BUCKHEAD, L.L.C., A DELAWARE LIMITED LIABILITY
                              COMPANY

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

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

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

                              TENANT:

                              VIEWLOCITY, INC., A DELAWARE CORPORATION

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

                                       48
<Page>

                                    EXHIBIT E

                              ADDITIONAL PROVISIONS

       This Exhibit is attached to and made a part of the Lease dated
____________, 1999, by and between EOP-BUCKHEAD, L.L.C. ("Landlord") and
VIEWLOCITY, INC. ("Tenant") for space in the Building located at 3475 Piedmont
Road, NE, Atlanta, Georgia.

I.     PARKING.

       A.   During the initial Lease Term, Tenant shall have the right to lease
            up to 77 unreserved parking spaces and 6 reserved spaces
            (collectively, the "Spaces") in, or on the roof of, the Building
            garage ("Garage") for the use of Tenant and its employees. No
            deductions or allowances shall be made for days when Tenant or any
            of its employees does not utilize the parking facilities or for
            Tenant utilizing less than all of the Spaces. Tenant shall not have
            the right to lease or otherwise use more than the number of reserved
            and unreserved Spaces set forth above. In order to lease any of the
            parking Spaces available to Tenant hereunder, Tenant must provide
            Landlord with at least thirty (30) days prior written notice that it
            desires to lease the parking Spaces in accordance with this Section.
            Such notice shall specify the number of Spaces which Tenant elects
            to lease hereunder (up to an aggregate of 77 unreserved parking
            spaces and 6 reserved spaces). If Tenant's notice specifies less
            than the maximum number of Spaces available to Tenant hereunder,
            Tenant may elect to lease additional Spaces (up to a maximum
            aggregate of 77 unreserved parking spaces and 6 reserved spaces) by
            providing subsequent thirty (30) day notices to Landlord.

       B.   During the initial Lease Term, Tenant shall pay Landlord, as
            Additional Base Rental in accordance with Article IV of the Lease,
            the sum of $45.00 per month, plus applicable tax thereon, if any,
            for each unreserved Space leased by Tenant hereunder, and the sum of
            $75.00 per month, plus applicable tax thereon, if any, for each
            reserved Space leased by Tenant hereunder, as such rates may be
            adjusted from time-to-time to reflect the then current rate for
            parking in the Garage.

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

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

       E.   Landlord shall have the right from time to time to designate the
            location of the Spaces and to promulgate reasonable rules and
            regulations regarding the Garage, the surface parking areas, if any,
            the Spaces and the use thereof, including, but not limited to, rules
            and regulations controlling the flow of traffic to and from various
            parking areas, the angle and direction of parking and the like.
            Tenant shall comply with and cause its employees to comply with all
            such rules and regulations as well as all reasonable additions and
            amendments thereto. Notwithstanding the foregoing, it is agreed that
            Tenant's reserved Spaces shall not be located on the roof of the
            Garage and shall be located within reasonable proximity to the
            Building entrance(s).

       F.   Tenant shall not store or permit its employees to store any
            automobiles in the Garage or on the surface parking areas without
            the prior written consent of Landlord. Except for emergency repairs,
            Tenant and its employees shall not perform any work on any
            automobiles while located in the Garage or on the Property. If it is
            necessary for Tenant or its employees to leave an automobile in the
            Garage or on the surface parking areas overnight, Tenant shall
            provide

                                       49
<Page>

            Landlord with prior notice thereof designating the license plate
            number and model of such automobile.

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

       H.   Tenant shall not assign or sublease any of the Spaces without the
            consent of Landlord, which consent shall not be unreasonably
            withheld or delayed provided such assignment or subletting of Spaces
            is to a permitted assignee of Tenant's rights under the Lease or a
            permitted subtenant of all or a portion of the Premises and does not
            exceed 3 Spaces per 1,000 rentable square feet in such portion of
            the Premises. Subject to the foregoing, Landlord shall have the
            right to terminate this Parking Agreement with respect to any Spaces
            that Tenant desires to sublet or assign.

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

       J.   Landlord hereby reserves the right to enter into a management
            agreement or lease with an entity for the Garage ("Garage
            Operator"). In such event, Tenant, upon request of Landlord, shall
            enter into a parking agreement with the Garage Operator and pay the
            Garage Operator the monthly charge established hereunder, and
            Landlord shall have no liability for claims arising through acts or
            omissions of the Garage Operator unless caused by Landlord's
            negligence or willful misconduct. It is understood and agreed that
            the identity of the Garage Operator may change from time to time
            during the Lease Term. In connection therewith, any parking lease or
            agreement entered into between Tenant and a Garage Operator shall be
            freely assignable by such Garage Operator or any successors thereto.

       K.   Landlord agrees that, in entering into leases for the Building from
            and after the date of this Lease, Landlord shall not contractually
            agree to make available more than 3.5 parking spaces in the Garage
            per 1,000 rentable square feet in any tenant's premises, determined
            on an average basis among all leases for the Building, unless
            Landlord retains the right to revoke or reclaim any parking spaces
            which exceed such limit.

II.    INTENTIONALLY OMITTED.

III.   RENEWAL OPTION.

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

            1.   Landlord receives notice of exercise ("Initial Renewal Notice")
                 not less than nine (9) full calendar months prior to the
                 expiration of the initial Lease Term and not more than fifteen
                 (15) full calendar months prior to the expiration of the
                 initial Lease Term; and

            2.   Tenant is not in default under the Lease beyond any applicable
                 cure periods at the time that Tenant delivers its Initial
                 Renewal Notice or at the time Tenant delivers its Binding
                 Notice; and

            3.   No part of the Premises is sublet, other than to a Permitted
                 Transferee (as defined in Section XIII.E of the Lease), at the
                 time that Tenant delivers its Initial Renewal Notice or at the
                 time Tenant delivers its Binding Notice; and

            4.   The Lease has not been assigned, other than to a Permitted
                 Transferee (as defined in Section XIII.E of the Lease), prior
                 to the date that Tenant

                                       50
<Page>

                 delivers its Initial Renewal Notice or prior to the date Tenant
                 delivers its Binding Notice.

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

       C.   Tenant shall pay Additional Base Rental (i.e. Basic Costs) for the
            Premises during the Renewal Term in accordance with Article IV of
            the Lease and the Base Year(s) shall be adjusted, if at all, as part
            of the determination of the Prevailing Market rate.

       D.   Within thirty (30) days after receipt of Tenant's Initial Renewal
            Notice, Landlord shall advise Tenant of the applicable Base Rental
            rate for the Premises for the Renewal Term. Tenant, within thirty
            (30) days after the date on which Landlord advises Tenant of the
            applicable Base Rental rate for the Renewal Term, shall either (i)
            give Landlord final binding written notice ("Binding Notice") of
            Tenant's exercise of its option, or (ii) if Tenant disagrees with
            Landlord's determination, provide Landlord with written notice of
            rejection (the "Rejection Notice"). If Tenant fails to provide
            Landlord with either a Binding Notice or Rejection Notice within
            such fifteen (15) day period, Tenant's Renewal Option shall be null
            and void and of no further force and effect. If Tenant provides
            Landlord with a Binding Notice, Landlord and Tenant shall enter into
            the Renewal Amendment upon the terms and conditions set forth
            herein. If Tenant provides Landlord with a Rejection Notice,
            Landlord and Tenant shall work together in good faith to agree upon
            the Prevailing Market rate for the Premises during the Renewal Term.
            Upon agreement Tenant shall provide Landlord with Binding Notice and
            Landlord and Tenant shall enter into the Renewal Amendment in
            accordance with the terms and conditions hereof. Notwithstanding the
            foregoing, if Landlord and Tenant fail to agree upon the Prevailing
            Market rate within thirty (30) days after the date Tenant provides
            Landlord with the Rejection Notice, Tenant, by written notice to
            Landlord (the "Arbitration Notice") within five (5) days after the
            expiration of such thirty (30) day period, shall have the right to
            have the Prevailing Market rate determined in accordance with the
            arbitration procedures described in Section E below. If Landlord and
            Tenant fail to agree upon the Prevailing Market rate within the
            thirty (30) day period described and Tenant fails to exercise its
            right to arbitrate, Tenant's Renewal Option shall be deemed to be
            null and void and of no further force and effect.

       E.   ARBITRATION PROCEDURE.

            1.   If Tenant provides Landlord with an Arbitration Notice,
                 Landlord and Tenant, within five (5) days after the date of the
                 Arbitration Notice, shall each simultaneously submit to the
                 other, in a sealed envelope, its good faith estimate of the
                 Prevailing Market rate for the Premises during the Renewal Term
                 (collectively referred to as the "Estimates"). If the Estimates
                 are not the same, then, within seven (7) days after the
                 exchange of Estimates, Landlord and Tenant shall each select an
                 appraiser to determine which of the two Estimates most closely
                 reflects the Prevailing Market rate for the Premises during the
                 Renewal Term.

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

                                       51
<Page>

            2.   Upon selection, Landlord's and Tenant's appraisers shall work
                 together in good faith to agree upon which of the two Estimates
                 most closely reflects the Prevailing Market rate for the
                 Premises. The Estimate chosen by such appraisers shall be
                 binding on both Landlord and Tenant as the Base Rent rate for
                 the Premises, subject to the terms of Section III.E.4 below. If
                 either Landlord or Tenant fails to appoint an appraiser within
                 the seven (7) day period referred to above, the appraiser
                 appointed by the other party shall be the sole appraiser for
                 the purposes hereof. If the two appraisers cannot agree upon
                 which of the two Estimates most closely reflects the Prevailing
                 Market within twenty (20) days after their appointment, then,
                 within ten (10) days after the expiration of such twenty (20)
                 day period, the two (2) appraisers shall select a third
                 appraiser meeting the aforementioned criteria. Once the third
                 appraiser (i.e. arbitrator) has been selected as provided for
                 above, then, as soon thereafter as practicable but in any case
                 within fourteen (14) days, the arbitrator shall make his
                 determination of which of the two Estimates most closely
                 reflects the Prevailing Market rate and such Estimate shall be
                 binding on both Landlord and Tenant as the Base Rent rate for
                 the Premises. If the arbitrator believes that expert advice
                 would materially assist him, he may retain one or more
                 qualified persons to provide such expert advice. The parties
                 shall share equally in the costs of the arbitrator and of any
                 experts retained by the arbitrator. Any fees of any appraiser,
                 counsel or experts engaged directly by Landlord or Tenant,
                 however, shall be borne by the party retaining such appraiser,
                 counsel or expert.

            3.   If the Prevailing Market rate has not been determined by the
                 commencement date of the Renewal Term for the Premises, Tenant
                 shall pay Base Rent at the Minimum Renewal Term Base Rental
                 Rate until such time as the Prevailing Market rate has been
                 determined. Upon such determination, the Base Rent for the
                 Premises shall be retroactively adjusted to the commencement of
                 the Renewal Term for the Premises. If such adjustment results
                 in an underpayment of Base Rent by Tenant, Tenant shall pay
                 Landlord the amount of such underpayment within thirty (30)
                 days after the determination thereof. If such adjustment
                 results in an overpayment of Base Rent by Tenant, Landlord
                 shall credit such overpayment against the next installment of
                 Base Rent due under the Lease and, to the extent necessary, any
                 subsequent installments, until the entire amount of such
                 overpayment has been credited against Base Rent.

            4.   Notwithstanding anything to the contrary contained herein, the
                 parties hereby agree that Landlord shall not be obligated to
                 renew this Lease if the Prevailing Market rate for the Premises
                 during the Renewal Term is less than the Base Rental rate, per
                 rentable square foot per annum, applicable during the last year
                 of the initial Lease Term, plus three (3%) of such rate (the
                 "Minimum Renewal Term Base Rental Rate"), regardless of any
                 determination of Prevailing Market rate made by the appraisers
                 or arbitrator, as described above.

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

       G.   For purposes hereof, "Prevailing Market" shall mean the arms length
            fair market annual rental rate per rentable square foot under
            renewal leases and amendments entered into on or about the date on
            which the Prevailing Market is being determined hereunder for space
            comparable to the Premises in the Building and office buildings
            comparable to the Building in the Buckhead area of Atlanta, Georgia.
            The determination of Prevailing Market shall take into account any
            material economic differences between the terms of this Lease and
            any comparison lease, such as rent abatements, construction costs
            and other

                                       52
<Page>

            concessions and the manner, if any, in which the landlord under any
            such lease is reimbursed for operating expenses and taxes. The
            determination of Prevailing Market shall also take into
            consideration any reasonably anticipated changes in the Prevailing
            Market rate from the time such Prevailing Market rate is being
            determined and the time such Prevailing Market rate will become
            effective under this Lease.

IV.    RIGHT OF FIRST REFUSAL.

       A.   GRANT OF OPTION. Tenant shall have the right of first refusal with
            respect to the approximately 8,739 rentable square feet of space on
            the sixteenth (16th) floor of the Building shown on the demising
            plan attached hereto as EXHIBIT A-1 (the "Refusal Space"), which
            right of first refusal shall be exercised as follows: when Landlord
            has a prospective tenant ("Prospect") interested in leasing the
            Refusal Space, Landlord shall advise Tenant (the "Advice") of the
            terms under which Landlord is prepared to lease the Refusal Space to
            such Prospect, as modified by Landlord for Tenant to reflect a lease
            term for the Refusal Space which terminates coterminous with the
            initial Premises (the "Advice"), and Tenant may lease the Refusal
            Space, under such terms in the Advice, by providing Landlord with
            written notice of exercise ("Notice of Exercise") within five (5)
            days after the date of the Advice, except that Tenant shall have no
            such Right of First Refusal and Landlord need not provide Tenant
            with an Advice if:

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

            2.   more than twenty percent (20%) of the Premises is sublet, other
                 than to a Permitted Transferee (as defined in Section XIII.E of
                 the Lease), at the time Landlord would otherwise deliver the
                 Advice; or

            3.   the Lease has been assigned, other than to a Permitted
                 Transferee (as defined in Section XIII.E of the Lease), prior
                 to the date Landlord would otherwise deliver the Advice; or

            4.   the Refusal Space is not intended for the exclusive use of
                 Tenant during the Lease Term; or

            5.   the Commencement Date has occurred and the Tenant is not
                 occupying the Premises on the date Landlord would otherwise
                 deliver the Advice.

       B.   TERMS FOR REFUSAL SPACE.

            1.   The term for the Refusal Space shall commence upon the
                 commencement date stated in the Advice and thereupon such
                 Refusal Space shall be considered a part of the Premises,
                 provided that all of the terms stated in the Advice (including,
                 without limitation, the expiration date set forth in the
                 Advice) shall govern Tenant's leasing of the Refusal Space and
                 only to the extent that they do not conflict with the Advice,
                 the terms and conditions of this Lease shall apply to the
                 Refusal Space.

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

       C.   TERMINATION OF RIGHT OF FIRST REFUSAL. The rights of Tenant
            hereunder with respect to the Refusal Space shall terminate on the
            earlier to occur of (i) September 30, 2005; (ii) Tenant's failure to
            exercise its Right of First Refusal within the five (5) day period
            provided in paragraph A above; and (iii) the date Landlord would
            have provided Tenant an Advice if Tenant had not been in violation
            of one or more of the conditions set forth in Paragraph A above.
            Notwithstanding item (ii) above, if (i) Tenant was entitled to
            exercise its Right of First Refusal, but failed to provide Landlord
            with a Notice of Exercise within the five (5) day period provided in
            paragraph A above, and (ii) Landlord does not enter into a lease for
            the Refusal Space within a period of six (6) months

                                       53
<Page>

            following the date of the Advice, Tenant shall once again have a
            Right of First Refusal with respect to the Refusal Space.

       D.   REFUSAL SPACE AMENDMENT

            1.   If Tenant exercises its Right of First Refusal, Landlord shall
                 prepare an amendment (the "Refusal Space Amendment") adding the
                 Refusal Space to the Premises on the terms set forth in the
                 Advice and reflecting the changes in the Base Rental, Rentable
                 Area of the Premises, Tenant's Pro Rata Share and other
                 appropriate terms.

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

       E.   Notwithstanding anything herein to the contrary, Tenant's Right of
            First Refusal is subject and subordinate to (i) the renewal or
            extension rights of any tenant leasing all or any portion of the
            Refusal Space, and (ii) the expansion rights (whether such rights
            are designated as a right or first offer, right of first refusal,
            expansion option or otherwise) of HTG Corporation (or any successor
            thereof) existing on the date hereof.

V.     SATELLITE DISH.

       A.   During the initial Lease Term, Tenant shall have the right, by
            providing written notice to Landlord (the "Antenna Notice"), to
            lease space on the roof of the Building or other appropriate space
            on or about the Building, as reasonably determined by Landlord, for
            the purpose of installing (in accordance with Section X.B of the
            Lease), operating and maintaining an antenna, satellite dish or
            other communication device approved by Landlord (the
            "Dish/Antenna"). If Tenant does not provide Landlord with the
            Antenna Notice and install the permitted Dish/Antenna equipment in
            the Roof Space on or before July 1, 2000 (the "Required Antenna
            Notice Date"), then Tenant's rights under this Section V shall be
            subject to the availability of appropriate space on the roof of the
            Building or on or about the Building, as reasonably determined by
            Landlord. If Tenant does not provide Landlord with the Antenna
            Notice and install the permitted Dish/Antenna equipment in the Roof
            Space on or before July 1, 2001, then Tenant's rights under this
            Section V shall be null and void, unless otherwise agreed by
            Landlord in writing. In consideration for Tenant's right to install,
            operate and maintain the Dish/Antenna as described herein, Tenant
            shall pay Landlord monthly payments of $300.00 per month, subject to
            5% escalations each annual anniversary of the Required Antenna
            Notice Date (the "Dish/Antenna Payments"). The Dish/Antenna Payments
            shall constitute Additional Base Rental under the terms of the Lease
            and Tenant shall be required to make these payments in strict
            compliance with the terms of Section IV of the Lease. The exact
            location and size of the space on the roof or on or about the
            Building to be utilized by Tenant shall be designated by Landlord
            (the "Roof Space"). Landlord reserves the right to relocate the Roof
            Space as reasonably necessary during the Lease Term. Landlord's
            designation shall take into account Tenant's use of the
            Dish/Antenna. Notwithstanding the foregoing, Tenant's right to
            install the Dish/Antenna shall be subject to the approval rights of
            Landlord and Landlord's architect and/or engineer with respect to
            the plans and specifications of the Dish/Antenna, the manner in
            which the Dish/Antenna is attached to the roof of the Building and
            the manner in which any cables are run to and from the Dish/Antenna.
            The precise specifications and a general description of the
            Dish/Antenna along with all documents Landlord reasonably requires
            to review the installation of the Dish/Antenna (the "Plans and
            Specifications") shall be submitted to Landlord for Landlord's
            written approval no later than twenty (20) days before Tenant
            commences to install the Dish/Antenna. Tenant shall be solely
            responsible for obtaining all necessary governmental and regulatory
            approvals and for the cost of installing, operating, maintaining and
            removing the Dish/Antenna. Tenant shall notify Landlord upon
            completion of the installation of the Dish/Antenna. If Landlord
            determines that the Dish/Antenna equipment does not comply with the
            approved Plans and

                                       54
<Page>

            Specifications, that the Building has been damaged during
            installation of the Dish/Antenna or that the installation was
            defective, Landlord shall notify Tenant of any noncompliance or
            detected problems and Tenant promptly shall cure the defects. If the
            Tenant fails to promptly cure the defects, Tenant shall pay to
            Landlord upon demand the cost, as reasonably determined by Landlord,
            of correcting any defects and repairing any damage to the Building
            caused by such installation. If at any time Landlord, in its sole
            discretion, deems it necessary, Tenant shall provide and install, at
            Tenant's sole cost and expense, appropriate aesthetic screening,
            reasonably satisfactory to Landlord, for the Dish/Antenna (the
            "Aesthetic Screening").

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

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

       D.   Tenant agrees to install only equipment of types and frequencies
            which will not cause unreasonable interference to Landlord or
            existing tenants of the Building. In the event Tenant's equipment
            causes such interference, Tenant will change the frequency on which
            it transmits and/or receives and take any other steps necessary to
            eliminate the interference. If said interference cannot be
            eliminated within a reasonable period of time, in the judgment of
            Landlord, then Tenant agrees to remove the Dish/Antenna from the
            Roof Space.

       E.   Tenant shall, at its sole cost and expense, and at its sole risk,
            install, operate and maintain the Dish/Antenna in a good and
            workmanlike manner, and in compliance with all Building, electric,
            communication, and safety codes, ordinances, standards, regulations
            and requirements, now in effect or hereafter promulgated, of the
            Federal Government, including, without limitation, the Federal
            Communications Commission (the "FCC"), the Federal Aviation
            Administration ("FAA") or any successor agency of either the FCC or
            FAA having jurisdiction over radio or telecommunications, and of the
            state, city and county in which the Building is located. Under this
            Lease, the Landlord and its agents assume no responsibility for the
            licensing, operation and/or maintenance of Tenant's equipment.
            Tenant has the responsibility of carrying out the terms of its FCC
            license in all respects. The Dish/Antenna shall be connected to
            Landlord's power supply in strict compliance with all applicable
            Building, electrical, fire and safety codes. Neither Landlord nor
            its agents shall be liable to Tenant for any stoppages or shortages
            of electrical power furnished to the Dish/Antenna or the Roof Space
            because of any act, omission or requirement of the public utility
            serving the Building, or the act or omission of any other tenant,
            invitee or licensee or their respective agents, employees or
            contractors, or for any other cause beyond the reasonable control of
            Landlord, and Tenant shall not be entitled to any rental abatement
            for any such stoppage or shortage of electrical power. Neither
            Landlord nor its agents shall have any responsibility or liability
            for the conduct or safety of any of Tenant's representatives,
            repair, maintenance and engineering personnel while in or on any
            part of the Building or the Roof Space.

       F.   The Dish/Antenna, the appurtenances and the Aesthetic Screening, if
            any, shall remain the personal property of Tenant, and shall be
            removed by Tenant at its

                                       55
<Page>

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

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

       H.   Tenant shall not allow any provider of telecommunication, video,
            data or related services ("Communication Services") to locate any
            equipment on the roof of the Building or in the Roof Space for any
            purpose whatsoever, nor may Tenant use the Roof Space and/or
            Dish/Antenna to provide Communication Services to an unaffiliated
            tenant, occupant or licensee of another building, or to facilitate
            the provision of Communication Services on behalf of another
            Communication Services provider to an unaffiliated tenant, occupant
            or licensee of the Building or any other building.

       I.   Tenant acknowledges that Landlord may at some time establish a
            standard license agreement (the "License Agreement") with respect to
            the use of roof space by tenants of the Building. Tenant, upon
            request of Landlord, shall enter into such License Agreement with
            Landlord provided that such agreement does not materially alter the
            rights of Tenant hereunder with respect to the Roof Space.

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

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

                                       56
<Page>

VI.    STANDARD OF REASONABLENESS. Except as specifically provided otherwise in
       this Lease, and except with regard to requests for consent or approval
       that require Landlord to make a determination of the aesthetics of
       certain signage, alterations or other things that would be visible from
       outside the Premises or Building or to assume certain risks, including,
       without limitation, the risk that a certain alteration, addition and/or
       improvement could adversely affect the mechanical systems or structure of
       the Building or require excess removal costs, Landlord and Tenant agree
       to act reasonably in granting approval or disapproval of any requests by
       the other for consent or approval.

VII.   ENVIRONMENTAL MATTERS.

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

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

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

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

VIII.  TELECOMMUNICATIONS PROVIDER.

       A.   Tenant, at its sole cost and expense, shall have the right to
            contract with an alternative telecommunications provider
            ("Alternative Provider") for the provision to the Premises of local
            telephone service or other telecommunication service and permit such
            Alternative Provider to install telephone, data or other information
            cabling or other telecommunications equipment in the Premises for
            such purpose. Tenant shall be permitted to use its pro rata share of
            the Building's riser system for the purpose of installing
            appropriate cabling for such use. The point of entry (and method and
            manner of same) into the Building by such Alternative Provider shall
            be subject to Landlord's reasonable approval.

       B.   The rights of Tenant provided herein are subject to (i) Landlord's
            approval of plans and specifications regarding any
            telecommunications equipment or cabling to be installed in the
            Building; (ii) Landlord's approval of the manner and method of any
            such installation; (iii) Landlord's approval of the Alternative
            Provider; and (iv) the Alternative Provider's execution and delivery
            of Landlord's standard telecommunications/communications license
            agreement. The approval of Landlord required in connection with the
            foregoing matters shall not be unreasonably withheld. Landlord shall
            not be entitled to receive any compensation from Tenant in
            connection with allowing the access described herein, provided such
            access is used exclusively to provide service to Tenant in the
            Building.

       C.   Tenant and/or its Alternative Provider shall be permitted access to
            the Building's riser system for the initial installation of the
            telecommunications cabling and

                                       57
<Page>

            other equipment and, in order to install, maintain, operate and
            remove the telecommunications cabling or other equipment, Tenant and
            the Alternative Provider shall be permitted access to the
            telecommunications closet(s) on the floors on which the Premises are
            located. Upon expiration or earlier termination of this Lease or
            Tenant's right to possession of the Premises, Tenant, at Tenant's
            cost, if requested by Landlord, shall remove all cabling and conduit
            from the riser system or other portions of the Building outside of
            the Premises and other equipment installed by or on behalf of Tenant
            in connection with the service to be provided in accordance with
            this Section XIII.

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


                              LANDLORD:

                              EOP-BUCKHEAD, L.L.C., A DELAWARE LIMITED LIABILITY
                              COMPANY

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

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

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

                              TENANT:

                              VIEWLOCITY, INC., A DELAWARE CORPORATION

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

                                       58
<Page>

                                    EXHIBIT F

                            FORM OF LETTER OF CREDIT

     This Exhibit is attached to and made a part of the Lease dated
_____________, 1999, by and between EOP-BUCKHEAD, L.L.C. ("Landlord") and
VIEWLOCITY, INC. ("Tenant") for space in the Building located at 3475 Piedmont
Road, NE, Atlanta, Georgia.

                         _______________________________
                         [Name of Financial Institution]

                                                 Irrevocable Standby
                                                 Letter of Credit
                                                 No. ______________________
                                                 Issuance Date:_____________
                                                 Expiration Date:____________
                                                 Applicant:__________________


BENEFICIARY

EOP-Buckhead, L.L.C.
c/o Equity Office Properties Trust
3475 Piedmont Road, NE
Atlanta, Georgia 30305
Attn: Building Manager

Ladies/Gentlemen:

     We hereby establish our Irrevocable Standby Letter of Credit in your favor
for the account of the above referenced Applicant in the amount of One Million
Two Hundred Twelve Thousand Four Hundred Sixty Eight and 06/100 U.S. Dollars
($1,212,468.06) available for payment at sight by your draft drawn on us when
accompanied by the following documents:

1.   An original copy of this Irrevocable Standby Letter of Credit.

2.   Beneficiary's dated statement purportedly signed by one of its officers
     reading: "This draw in the amount of ______________________ U.S. Dollars
     ($____________) under your Irrevocable Standby Letter of Credit No.
     ____________________ represents funds due and owing to us as a result of
     the Applicant's failure to comply with one or more of the terms of that
     certain lease by and between EOP-Buckhead, L.L.C., as landlord, and
     Viewlocity, Inc., as tenant."

     It is a condition of this Irrevocable Standby Letter of Credit that it will
be considered automatically renewed for a one year period upon the expiration
date set forth above and upon each anniversary of such date, unless at least
sixty (60) days prior to such expiration date or applicable anniversary thereof,
we notify you in writing by certified mail, return receipt requested, that we
elect not to so renew this Irrevocable Standby Letter of Credit. A copy of any
such notice shall also be sent to: Equity Office Properties Trust, 2 North
Riverside Plaza, Suite 2200, Chicago, IL 60606, Attention: Treasurer. In
addition, provided that you have not provided us with written notice of
Applicant's default under the above referenced lease prior to the effective date
of any reduction, the amount of this Irrevocable Standby Letter of Credit shall
automatically reduce in accordance with the following schedule:

<Table>
<Caption>
EFFECTIVE DATE OF REDUCTION            NEW REDUCED AMOUNT OF LETTER OF CREDIT
<S>                                    <C>
OCTOBER 15, 2002                       $  969,974.45
OCTOBER 15, 2003                       $  727,480.84
OCTOBER 15, 2004                       $  484,987.23
OCTOBER 15, 2005                       $  242,493.62
OCTOBER 15, 2006                       $        0.00
</Table>

In addition to the foregoing, we understand and agree that you shall be entitled
to draw upon this Irrevocable Standby Letter of Credit in accordance with 1. and
2. above in the event that we elect not to renew this Irrevocable Standby Letter
of Credit and, in addition, you provide us with a dated statement proportedly
signed by one of Beneficiary's officers stating that the Applicant

                                       59
<Page>

has failed to provide you with an acceptable substitute irrevocable standby
letter of credit in accordance with the terms of the above referenced lease. We
further acknowledge and agree that: (a) upon receipt of the documentation
required herein, we will honor your draws against this Irrevocable Standby
Letter of Credit without inquiry into the accuracy of Beneficiary's signed
statement and regardless of whether Applicant disputes the content of such
statement; (b) this Irrevocable Standby Letter of Credit shall permit partial
draws and, in the event you elect to draw upon less than the full stated amount
hereof, the stated amount of this Irrevocable Standby Letter of Credit shall be
automatically reduced by the amount of such partial draw; and (c) you shall be
entitled to assign your interest in this Irrevocable Standby Letter of Credit
from time to time without our approval and without charge. In the event of an
assignment, we reserve the right to require reasonable evidence of such
assignment as a condition to any draw hereunder.

     This Irrevocable Standby Letter of Credit is subject to the Uniform Customs
and Practice for Documentary Credits (1993 revision) ICC Publication No. 500.

     We hereby engage with you to honor drafts and documents drawn under and in
compliance with the terms of this Irrevocable Standby Letter of Credit.

     All communications to us with respect to this Irrevocable Standby Letter of
Credit must be addressed to our office located at ______________________________
to the attention of _________________________.

                                         Very truly yours,

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

                                                     [name]
                                         -------------------------------

                                                     [title}
                                         -------------------------------

                                       60
<Page>

                                    EXHIBIT G

                             CRITICAL DATE SCHEDULE

<Table>
<Caption>
                                                                     CRITICAL DATE   ACTUAL DATE
                                                                     -------------   -----------
<S>                                                                  <C>
1.   Equity  releases  Architect to commence  preparation
     of Construction Drawings                                        Done

2.   Customer supplies Architect final, approved finish
     selections                                                      8/13/99

3.   Architect completes Construction Drawings                       8/27/99

4.   Equity and  Customer  approve  Construction
     Drawings.  Construction Release forwarded to TI
     and PM                                                          8/30/99

5.   Equity substantially completes construction                     10/14/99

6.   Premises ready for Customer to begin furniture
     installation                                                    10/15/99

7.   Move-in date                                                    10/15/99
</Table>

After commencement of construction drawings (step 1 above), Customer (tenant)
driven changes to the approved space plans, or to the construction drawings in
process, will be handled as follows:

     a.   Tenant will be responsible for the costs of additional drawings
          necessary to evaluate pricing alternates.

     b.   Tenant will be responsible for any additional costs associated with
          revising construction documents to reflect changes.

     c.   Tenant will be responsible for any delay in the above schedule.

     d.   Tenant will be billed for the cost of the changes plus an additional
          17% project management fee.

                                       61