LEASE

     THIS LEASE (the "Lease") is made as of June 30, 1998 between CarrAmerica
Realty Corporation, a Maryland corporation (the "Landlord") and the Tenant as
named in the Schedule below. The term "Project" means the building (the
"Building") known as "Century Springs West" and the land (the "Land") located
at 6000 Lake Forrest Drive. "Premises" means that part of the Project leased
to Tenant described in the Schedule and outlined on Appendix A.

     The following schedule (the "Schedule") is an integral part of this
Lease. Terms defined in this Schedule shall have the same meaning throughout
the Lease.

                                   SCHEDULE

     1. Tenant: NewCare Health Corporation, a Nevada corporation

     2. Premises: Suite 255 (7,928 rsf) on Floor 2 and Suites 311 (194 rsf)
        and 315 (3,711 rsf) on Floor 3 and Suites 560 (3,268 rsf) and 540
        (2,886) each located on Floors 5

     3. Rentable Square Feet of the Premises: 17,987

     4. Tenant's Proportionate Share: [Not Applicable.]

     5. Security Deposit: $9,042.68

     6. Tenant's Real Estate Broker for this Lease: None

     7. Landlord's Real Estate Broker for this Lease: CarrAmerica Realty
        Corporation

     8. Tenant Improvements, if any: NONE.

     9. Commencement Date: July 1, 1998. Landlord and Tenant shall execute a
        Commencement Date Confirmation substantially in the form of Appendix
        E promptly following the Commencement Date.

    10. Term: Five (5) full years after the Commencement Date (i.e., the
        Term shall end on June 30, 2003).

    11. Guarantors: Christopher F. Brogdon and Edward E. Lane

    12. Base Year: [Not Applicable.]

    13. Base Rent:

                 Annual Base
    Period        Rent Rate       Annual Base Rent      Monthly Base Rent
    ------       -----------      ----------------      -----------------
7/1/98-8/13/98     $16.28            $292,828.36           $24,402.36
9/1/98-8/31/99     $17.08            $307,217.96           $25,601.50
9/1/99-10/31/00    $17.94            $322,686.78           $26,890.57
11/1/00-10/31/01   $18.84            $338,875.08           $28,239.59
11/1/01-10/31/02   $19.78            $355,782.86           $29,648.57
11/1/02-6/30/03    $20.77            $373,589.99           $31,132.50

<PAGE>

<PAGE>
1. LEASE AGREEMENT. On the terms stated in this Lease, Landlord leases the
Premises to Tenant, and Tenant leases the Premises from Landlord, for the Term
beginning on the Commencement Date and ending' on the Termination Date unless
extended or sooner terminated pursuant to this Lease.

2. RENT.

     1. Types of Rent. Tenant shall pay the following Rent in the form of a
check to Landlord at the following address:

        CarrAmerica Realty Corporation
        t/a Century Springs West
        P.O. Box 198883
        Atlanta, GA 30384

or by wire transfer as follows:

        NationsBank, N. A. (South)
        ABA Number 061-000-052
        Account Number 3255728125
        ABA #061-00-0052

or in such other manner as Landlord may notify Tenant:

          (1) Base Rent in monthly installments in advance, the first monthly
installment payable concurrently with the execution of this Lease and
thereafter on or before the first day of each month of the Term in the amount
set forth on the Schedule.

          (2) Operating Cost Share Rent: [Not Applicable.]

          (3) Tax Share Rent: [Not Applicable.]

          (4) Additional Rent in the amount of all costs, expenses,
liabilities, and amounts which Tenant is required to pay under this Lease,
excluding Base Rent, but including any interest for late payment of any item
of Rent.

          (5) Rent as used in this Lease means Base Rent and Additional Rent.
Tenant's agreement to pay Rent is an independent covenant, with no right of
setoff, deduction or counterclaim of any kind.

     2. Payment of Operating Cost Share Rent and Tax Share Rent.
[Intentionally Omitted.]

     3.  Definitions.

         (1) Lease Year. "Lease Year" means each consecutive twelve-month
period beginning with the Commencement Date, except that if the Commencement
Date is not the first day of a calendar month, then the first Lease Year shall
be the period from the Commencement Date through the final day of the twelve
months after the first day of the following month, and each subsequent Lease
Year shall be the twelve months following the prior Lease Year.

         (2) Fiscal Year. "Fiscal Year" means the calendar year, except that
the first fiscal year and the last fiscal year of the Term may be a partial
calendar year.

                                    2
<PAGE>


<PAGE>
     4.  Computation of Base Rent and Rent Adjustments.

         (1) Prorations. If this Lease begins on a day other than the first
day of a month, the Base Rent shall be prorated for such partial month based
on the actual number of days in such month.

         (2) Default Interest. Any sum due from Tenant to Landlord not paid
when due shall bear interest from the date due until paid at eighteen percent
(18%) per annum.

          (3) Rent Adjustments. The square footage of the Premises set forth
in the Schedule is conclusively deemed to be the actual square footage
thereof, without regard to any subsequent remeasurement of the Premises or the
Building.

          (4) Miscellaneous. So long as Tenant is in default of any obligation
under this Lease, Tenant shall not be entitled to any refund of any amount
from Landlord.

3.  PREPARATION AND CONDITION OF PREMISES: POSSESSION AND SURRENDER OF
PREMISES.

    1.  Condition of Premises. Landlord is leasing the Premises to Tenant "as
is", without any obligation to alter, remodel, improve, repair or decorate any
part of the Premises.

    2.  Tenant's Possession. Tenant's taking possession of any portion of the
Premises shall be conclusive evidence that the Premises was in good order,
repair and condition. If Landlord authorizes Tenant to take possession of any
part of the Premises prior to the Commencement Date for purposes of doing
business, all terms of this Lease shall apply to such pre-Term possession,
including Base Rent at the rate set forth for the First Lease Year in the
Schedule prorated for any partial month. 3. Maintenance. Throughout the Term,
Tenant shall maintain the Premises in their condition as of the Completion
Date, loss or damage caused by the elements, ordinary wear, and fire and other
casualty excepted, and at the termination of this Lease, or Tenant's right to
possession, Tenant shall return the Premises to Landlord in broom-clean
condition. To the extent Tenant fails to perform either obligation, Landlord
may, but need not, restore the Premises to such condition and Tenant shall pay
the cost thereof.

4.  PROJECT SERVICES.

    Landlord shall furnish services as follows:

    1.  Heating and Air Conditioning. During the normal business hours of 8:00
a.m. to 6:00 p.m., Monday through Friday, and 8:00 a.m. to 1:00 p.m. on
Saturday, all exclusive of Holidays, as defined below, Landlord shall furnish
heating and air conditioning to provide a comfortable temperature, in
Landlord's judgment, for normal business operations, except to the extent
Tenant installs equipment which adversely affects the temperature maintained
by the air conditioning system. If Tenant installs such equipment, Landlord
may install supplementary air conditioning units in the Premises, and Tenant
shall pay to Landlord upon demand as Additional Rent the cost of design,
installation, operation and maintenance thereof. The following dates shall
constitute "Holidays", as that term is used in this Lease: New Year's Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Friday following
Thanksgiving Day, Christmas, and any other holiday generally recognized as

                                    3
<PAGE>

<PAGE>
such by landlords of office space in the metropolitan Atlanta office market,
as determined by Landlord in good faith. If, in the case of any specific
holiday mentioned in the preceding sentence, a different day shall be observed
than the respective day mentioned, then that day which constitutes the day
observed by national banks in Atlanta, Georgia on account of said holiday
shall constitute the Holiday under this Lease.

    Landlord shall furnish heating and air conditioning after business hours
if Tenant provides Landlord reasonable prior notice, and pays Landlord all
then current charges for such additional heating or air conditioning.

    2.  Elevators. Landlord shall provide passenger elevator service during
normal business hours to Tenant in common with Landlord and all other tenants.
Landlord shall provide limited passenger service at other times, except in
case of an emergency.

    3. Electricity. Landlord shall provide sufficient electricity to operate
normal office lighting and equipment. Tenant shall not install or operate in
the Premises any electrically operated equipment or other machinery, other
than business machines and equipment normally employed for general office use
which do not require high electricity consumption for operation, without
obtaining the prior written consent of Landlord. If any or all of Tenant's
equipment requires electricity consumption in excess of that which is
necessary to operate normal office equipment, such consumption (including
consumption for computer or telephone rooms and special HVAC equipment) shall
be submetered by Landlord at Tenant's expense, and Tenant shall reimburse
Landlord as Additional Rent for the cost of its submetered consumption based
upon Landlord's average cost of electricity.

    As used above, the term "sufficient electricity to operate normal office
lighting and equipment" means sufficient electrical capacity to operate (i)
incandescent lights, typewriters, calculating machines, photocopying machines
and other machines of the same low voltage electrical consumption (120/208
volts), provided that the total rated electrical design load for said lighting
and machines of low electrical voltage shall not exceed 3.0 watts per Rentable
Square Foot; and (ii) lighting (277/480 volts), provided that the total rated
electrical design load for said lighting shall not exceed 2.0 watts per
Rentable Square Foot (each such rated electrical design load to be hereinafter
referred to as the "Building Standard Rated Electrical Design Load"). Should
Tenant's total rated electrical design load for the entire Premises or any
portion thereof (including, but not limited to, computer or telephone rooms)
exceed the Building Standard Rated Electrical Design Load for either low or
high voltage electrical consumption, or if Tenant's electrical design requires
low voltage or high voltage circuits in excess of Tenant's share of the
building standard circuits, Landlord will (at Tenant's expense) install such
additional circuits and associated high voltage panels and/or additional low
voltage panels with associated transformers (which additional circuits, panels
and transformers shall be hereinafter referred to as the "Additional
Electrical Equipment"). If the Additional Electrical Equipment is installed
because Tenant's low voltage or high voltage rated electrical design load
exceeds the applicable Building Standard Rated Electrical Design Load, then a
meter shall also be added (at Tenant's expense) to measure the electricity
used through the Additional Electrical Equipment. The design and installation
of any Additional Electrical Equipment (or any related meter) required by
Tenant shall be subject to the prior approval of Landlord (which approval
shall not be unreasonably withheld). All expenses incurred by Landlord in
connection with the review and approval of any Additional Electrical Equipment

                                    4
<PAGE>


<PAGE>
shall also be reimbursed to Landlord by Tenant. Tenant shall also pay on
demand the actual metered cost of electricity consumed through the Additional
Electrical Equipment (if applicable), plus any actual accounting expenses
incurred by Landlord in connection with the metering thereof.

    4.  Water. Landlord shall furnish hot and cold tap water for drinking and
toilet purposes. Tenant shall pay Landlord for water furnished for any other
purpose as Additional Rent at rates fixed by Landlord. Tenant shall not permit
water to be wasted.

    5.  Janitorial Service. Landlord shall furnish janitorial service as
generally provided to other tenants in the Building.

    6.  Interruption of Services. If any of the Building equipment or
machinery ceases to function properly for any cause Landlord shall use
reasonable diligence to repair the same promptly. Landlord's inability to
furnish, to any extent, the Project services set forth in this Section 4, or
any cessation thereof resulting from any causes, including any entry for
repairs pursuant to this Lease, and any renovation, redecoration or
rehabilitation of any area of the Building shall not render Landlord liable
for damages to either person or property or for interruption or loss to
Tenant's business, nor be construed as an eviction of Tenant, nor work an
abatement of any portion of Rent, nor relieve Tenant from fulfillment of any
covenant or agreement hereof. However, in the event that an interruption of
the Project services set forth in this Section 4 causes the Premises to be
untenantable for a period of at least ten (10) consecutive business days,
monthly Rent shall be thereafter abated proportionately.

5.  ALTERATIONS AND REPAIRS.

    1.  Landlord's Consent and Conditions.

    Tenant shall not make any improvements or alterations to the Premises (the
"Work") without in each instance submitting plans and specifications for the
Work to Landlord and obtaining Landlord's prior written consent. Tenant shall
pay Landlord's standard charge for review of the plans and all other items
submitted by Tenant. Landlord will be deemed to be acting reasonably in
withholding its consent for any Work which (a) impacts the base structural
components or systems of the Building, (b) impacts any other tenant's
premises, or (c) is visible from outside the Premises.

    Tenant shall reimburse Landlord for actual costs incurred for review of
the plans and all other items submitted by Tenant. Tenant shall pay for the
cost of all Work. All Work shall become the property of Landlord upon its
installation, except for Tenant's trade fixtures and for items which Landlord
requires Tenant to remove at Tenant's cost at the termination of the Lease
pursuant to Section 3E.

    The following requirements shall apply to all Work:

    (1) Prior to commencement, Tenant shall furnish to Landlord building
permits, certificates of insurance satisfactory to Landlord, and, at
Landlord's request, security for payment of all costs.

    (2) Tenant shall perform all Work so as to maintain peace and harmony
among other contractors serving the Project and shall avoid interference with
other work to be performed or services to be rendered in the Project.

                                    5
<PAGE>


<PAGE>
    (3) The Work shall be performed in a good and workmanlike manner, meeting
the standard for construction and quality of materials in the Building, and
shall comply with all insurance requirements and all applicable governmental
laws, ordinances and regulations ("Governmental Requirements").

    (4) Tenant shall perform all Work so as to minimize or prevent disruption
to other tenants, and Tenant shall comply with all reasonable requests of
Landlord in response to complaints from other tenants.

    (5) Tenant shall perform all Work in compliance with Landlord's "Policies,
Rules and Procedures for Construction Projects" in effect at the time the Work
is performed.

    (6) Tenant shall permit Landlord to supervise all Work. Landlord may
charge a supervisory fee not to exceed fifteen percent (15%) of labor,
material, and all other costs of the Work, if Landlord's employees or
contractors perform the Work.

    (7) Upon completion, Tenant shall furnish Landlord with contractor's
affidavits and full and final statutory waivers of liens, as-built plans and
specifications, and receipted bills covering all labor and materials, and all
other close-out documentation required in Landlord's "Policies, Rules and
Procedures for Construction Projects".

     2.  Damage to Systems. If any part of the mechanical, electrical or other
systems in the Premises shall be damaged, Tenant shall promptly notify
Landlord, and Landlord shall repair such damage. Landlord may also at any
reasonable time make any repairs or alterations which Landlord deems necessary
for the safety or protection of the Project, or which Landlord is required to
make by any court or pursuant to any Governmental Requirement. Tenant shall at
its expense make all other repairs necessary to keep the Premises, and
Tenant's fixtures and personal property, in good order, condition and repair;
to the extent Tenant fails to do so, Landlord may make such repairs itself.
The cost of any repairs made by Landlord on account of Tenant's default, or on
account of the mis-use or neglect by Tenant or its invitees, contractors or
agents anywhere in the Project, shall become Additional Rent payable by Tenant
on demand.

    3.  No Liens. Tenant has no authority to cause or permit any lien or
encumbrance of any kind to affect Landlord's interest in the Project; any such
lien or encumbrance shall attach to Tenant's interest, if any, only. If any
lien shall be filed or claim of lien made for work or materials furnished by
or on behalf of Tenant, then Tenant shall at its expense within ten (10) days
thereafter either discharge or contest the lien or claim. If Tenant contests
the lien or claim, then Tenant shall (i) within such ten (10) day period,
provide Landlord adequate security for the lien or claim, (ii) contest the
lien or claim in good faith by appropriate proceedings that operate to stay
its enforcement, and (iii) pay promptly any final adverse judgment entered in
any such proceeding. If Tenant does not comply with these requirements,
Landlord may discharge the lien or claim, and the amount paid, as well as
attorney's fees and other expenses incurred by Landlord, shall become
Additional Rent payable by Tenant on demand. The remedies provided herein
shall be in addition to all other remedies available to Landlord. Nothing
contained in this Lease shall be construed as constituting the consent or
request of Landlord, express or implied, to, or for the performance by, any
contractor, laborer, materialman or vendor of any labor or services or for the
furnishing of any materials for any construction, alteration, addition, repair

                                    6
<PAGE>


<PAGE>
or demolition of or to the Premises or any part thereof. Tenant and any
subtenants shall have no power to do any act or make any contract which may
create or be the foundation of any lien, mortgage or other encumbrance upon
the reversionary or other estate of Landlord, or any interest of Landlord in
the Premises. NOTICE IS HEREBY GIVEN THAT LANDLORD IS NOT AND SHALL NOT BE
LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO
TENANT OR TO ANYONE HOLDING THE PREMISES OR ANY PART THEREOF, AND THAT NO
MECHANICS' OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL
ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN AND TO THE PREMISES OR THE
PROJECT.

     3.  Ownership of Improvements. All Work as defined in this Section 5,
partitions, hardware, equipment, machinery and all other improvements and all
fixtures except trade fixtures, constructed in the Premises by either Landlord
or Tenant, (i) shall become Landlord's property upon installation without
compensation to Tenant, unless Landlord consents otherwise in writing, and
(ii) shall at Landlord's option either (a) be surrendered to Landlord with the
Premises at the termination of the Lease or of Tenant's right to possession,
or (b) be removed in accordance with Subsection SE below (unless Landlord at
the time it gives its consent to the performance of such construction
expressly waives in writing the right to require such removal).

     4.  Removal at Termination. Upon the termination of this Lease or
Tenant's right of possession Tenant shall remove from the Project its trade
fixtures, furniture, moveable equipment and other personal property, any
improvements which Landlord elects shall be removed by Tenant pursuant to
Section SD, and any improvements to any portion of the Project other than the
Premises. Tenant shall repair all damage caused by the installation or removal
of any of the foregoing items. If Tenant does not timely remove such property,
then Tenant shall be conclusively presumed to have, at Landlord's election (i)
conveyed such property to Landlord without compensation or (ii) abandoned such
property, and Landlord may dispose of or store any part thereof in any manner
at Tenant's sole cost, without waiving Landlord's right to claim from Tenant
all expenses arising out of Tenant's failure to remove the property, and
without liability to Tenant or any other person. Landlord shall have no duty
to be a bailee of any such personal property. If Landlord elects abandonment,
Tenant shall pay to Landlord, upon demand, any expenses incurred for
disposition.

     6. USE OF PREMISES. Tenant shall use the Premises only for general office
purposes. Tenant shall not allow any use of the Premises which will negatively
affect the cost of coverage of Landlord's insurance on the Project. Tenant
shall not allow any inflammable or explosive liquids or materials to be kept
on the Premises. Tenant shall not allow any use of the Premises which would
cause the value or utility of any part of the Premises to diminish or would
interfere with any other Tenant or with the operation of the Project by
Landlord. Tenant shall not permit any nuisance or waste upon the Premises, or
allow any offensive noise or odor in or around the Premises.

If any governmental authority shall deem the Premises to be a "place of public
accommodation" under the Americans with Disabilities Act or any other
comparable law as a result of Tenant's use, Tenant shall either modify its use
to cause such authority to rescind its designation or be responsible for any
alterations, structural or otherwise, required to be made to the Building or
the Premises under such laws.

                                    7
<PAGE>



<PAGE>
7. GOVERNMENTAL REQUIREMENTS AND BUILDING RULES. Tenant shall comply with all
Governmental Requirements applying to its use of the Premises. Tenant shall
also comply with all reasonable rules established for the Project from time to
time by Landlord. The present rules and regulations are contained in Appendix
B. Failure by another tenant to comply with the rules or failure by Landlord
to enforce them shall not relieve Tenant of its obligation to comply with the
rules or make Landlord responsible to Tenant in any way. Landlord shall use
reasonable efforts to apply the rules and regulations uniformly with respect
to Tenant and tenants in the Building under leases containing rules and
regulations similar to this Lease. In the event of alterations and repairs
performed by Tenant, Tenant shall comply with the provisions of Section 5 of
this Lease and also Landlord's "Policies, Rules and Regulations for
Construction Projects".

8.   WAIVER OF CLAIMS: INDEMNIFICATION: INSURANCE.

     1. Waiver of Claims. To the extent permitted by law, Tenant waives any
claims it may have against Landlord or its officers, directors, employees or
agents for business interruption or damage to property sustained by Tenant as
the result of any act or omission of Landlord.

     To the extent permitted by law, Landlord waives any claims it may have
against Tenant or its officers, directors, employees or agents for loss of
rents (other than Rent) or damage to property sustained by Landlord as the
result of any act or omission of Tenant.

     2. Indemnification. Tenant shall indemnify, defend and hold harmless
Landlord and its officers, directors, employees and agents against any claim
by any third party for injury to any person or damage to or loss of any
property occurring in the Project and arising from the use of the Premises or
from any other act or omission or negligence of Tenant or any of Tenant's
employees or agents. Tenant's obligations under this section shall survive the
termination of this Lease.

     Landlord shall indemnify, defend and hold harmless Tenant and its
officers, directors, employees and agents against any claim by any third party
for damage to person or Premises or from any other act or omission or
negligence of Landlord or any of Landlord's employees or agents. Landlord's
obligations under this section shall survive the termination of this Lease.

     3. Tenant's Insurance. Tenant shall maintain insurance as follows, with
such other terms, coverages and insurers, as Landlord shall reasonably require
from time to time:

        (1) Commercial General Liability Insurance, with (a) Contractual
Liability including the indemnification provisions contained in this Lease,
(b) a severability of interest endorsement, (c) limits of not less than Two
Million Dollars ($2,000,000) combined single limit per occurrence and not less
than Two Million Dollars ($2,000,000) in the aggregate for bodily injury,
sickness or death, and property damage, and umbrella coverage of not less than
Five Million Dollars ($5,000,000).

        (2) Property Insurance against "All Risks" of physical loss covering
the replacement cost of all improvements, fixtures and personal property.
Tenant waives all rights of subrogation, and Tenant's property insurance shall
include a waiver of subrogation in favor of Landlord.

                                    8
<PAGE>



<PAGE>
        (3) Workers' compensation or similar insurance in form and amounts
required by law, and Employer's Liability with not less than the following
limits:

         Each Accident $500,000
         Disease--Policy Limit $500,000
         Disease--Each Employee $500,000

         Such insurance shall contain a waiver of subrogation provision in
favor of Landlord and its agents.

         Tenant's insurance shall be primary and not contributory to that
carried by Landlord, its agents, or mortgagee. Landlord, and if any,
Landlord's building manager or agent and ground lessor shall be named as
additional insureds as respects to insurance required of the Tenant in Section
8C(1). The company or companies writing any insurance which Tenant is required
to maintain under this Lease, as well as the form of such insurance, shall at
all times be subject to Landlord's approval, and any such company shall be
licensed to do business in the state in which the Building is located. Such
insurance companies shall have a A.M. Best rating of A VI or better.

         Tenant shall cause any contractor of Tenant performing work on the
Premises to maintain insurance as follows, with such other terms, coverages
and insurers, as Landlord shall reasonably require from time to time:

         (1) Commercial General Liability Insurance, including contractor's
liability coverage, contractual liability coverage, completed operations
coverage, broad form property damage endorsement, and contractor's protective
liability coverage, to afford protection with limits, for each occurrence, of
not less than One Million Dollars ($1,000,000) with respect to personal
injury, death or property damage.

         (2) Workers' compensation or similar insurance in form and amounts
required by law, and Employer's Liability with not less than the following
limits:

          Each Accident $500,000
          Disease--Policy Limit $500,000
          Disease--Each Employee $500,000

          Such insurance shall contain a waiver of subrogation provision in
favor of Landlord and its agents.

          Tenant's contractor's insurance shall be primary and not
contributory to that carried by Tenant, Landlord, their agents or mortgagees.
Tenant and Landlord, and if any, Landlord's building manager or agent,
mortgagee or ground lessor shall be named as additional insured on Tenant's
contractor's insurance policies.

     4. Insurance Certificates. Tenant shall deliver to Landlord certificates
evidencing all required insurance no later than five (5) days prior to the
Commencement Date and each renewal date. Each certificate will provide for
thirty (30) days prior written notice of cancellation to Landlord and Tenant.


                                    9
<PAGE>



<PAGE>
     5. Landlord's Insurance. Landlord shall maintain "All-Risk" property
insurance at replacement cost, including loss of rents, on the Building, and
Commercial General Liability insurance policies covering the common areas of
the Building, each with such terms, coverages and conditions as are normally
carried by reasonably prudent owners of properties similar to the Project.
With respect to property insurance, Landlord and Tenant mutually waive all
rights of subrogation, and the respective "All-Risk" coverage property
insurance policies carried by Landlord and Tenant shall contain enforceable
waiver of subrogation endorsements.

9.  FIRE AND OTHER CASUALTY.

    A. Termination. If a fire or other casualty causes substantial damage to
the Building or the Premises, Landlord shall engage a registered architect to
certify within one (1) month of the casualty to both Landlord and Tenant the
amount of time needed to restore the Building and the Premises to
tenantability, using standard working methods. If the time needed exceeds
twelve (12) months from the beginning of the restoration, or two (2) months
therefrom if the restoration would begin during the last twelve (12) months of
the Lease, then in the case of the Premises, either Landlord or Tenant may
terminate this Lease, and in the case of the Building, Landlord may terminate
this Lease, by notice to the other party within ten (10) days after the
notifying party's receipt of the architect's certificate. The termination
shall be effective thirty (30) days from the date of the notice and Rent shall
be paid by Tenant to that date, with an abatement for any portion of the
Premises which has been untenantable after the casualty.

    B. Restoration. If a casualty causes damage to the Building or the
Premises but this Lease is not terminated for any reason, then subject to the
rights of any mortgagees or ground lessors, Landlord shall obtain the
applicable insurance proceeds and diligently restore the Building and the
Premises subject to current Governmental Requirements. Tenant shall replace
its damaged  improvements, personal property and fixtures. Rent shall be
abated on a per diem basis during the restoration for any portion of the
Premises which is untenantable, except to the extent that Tenant's negligence
caused the casualty.

10. EMINENT DOMAIN. If a part of the Project is taken by eminent domain or
deed in lieu thereof which is so substantial that the Premises cannot
reasonably be used by Tenant for the operation of its business, then either
party may terminate this Lease effective as of the date of the taking. If any
substantial portion of the Project is taken without affecting the Premises,
then Landlord may terminate this Lease as of the date of such taking. Rent
shall abate from the date of the taking in proportion to any part of the
Premises taken. The entire award for a taking of any kind shall be paid to
Landlord, and Tenant shall have no right to share in the award. All
obligations accrued to the date of the taking shall be performed by the party
liable to perform said obligations, as set forth herein. Notwithstanding
anything to the contrary contained in this Section 10, if, during the Term,
the use or occupancy of any part of the Project or the Premises shall be taken
or appropriated temporarily for any public or quasi-public use under any
governmental law, ordinance or regulation, or by right of eminent domain, this
Lease shall be and remain unaffected by such taking or appropriation and
Tenant shall continue to pay in full all Rent payable hereunder by Tenant
during the Term. In the event of any such temporary appropriation or taking,
Tenant shall be entitled to receive that portion of any award which represents

                                    10
<PAGE>


<PAGE>
compensation for the loss of use or occupancy of the Premises during the Term,
and Landlord shall be entitled to receive that portion of any award which
represents the cost of restoration and compensation for the loss of use or
occupancy of the Premises after the end of the Term.

11.  RIGHTS RESERVED TO LANDLORD.

Landlord may exercise at any time any of the following rights respecting the
operation of the Project without liability to the Tenant of any kind:

     1. Name. To change the name or street address of the Building or the
suite number(s) of the Premises.

     2. Signs. To install and maintain any signs on the exterior and in the
interior of the Building, and to approve at its sole discretion, prior to
installation, any of Tenant's signs in the Premises visible from the common
areas or the exterior of the Building.

     3. Window Treatments. To approve, at its discretion, prior to
installation, any shades, blinds, ventilators or window treatments of any
kind, as well as any lighting within the Premises that may be visible from the
exterior of the Building or any interior common area.

     4. Keys. To retain and use at any time passkeys to enter the Premises or
any door within the Premises. Tenant shall not alter or add any lock or bolt.

     5. Access. To have access to inspect the Premises, and to perform its
obligations, or make repairs, alterations, additions or improvements, as
permitted by this Lease.

     6. Preparation for Reoccupancy. To decorate, remodel, repair, alter or
otherwise prepare the Premises for reoccupancy at any time after Tenant
abandons the Premises, without relieving Tenant of any obligation to pay Rent.

     7. Heavy Articles. To approve the weight, size, placement and time and
manner of movement within the Building of any safe, central filing system or
other heavy article of Tenant's property. Tenant shall move its property
entirely at its own risk.

     8. Show Premises. To show the Premises to prospective purchasers,
tenants, brokers, lenders, investors, rating agencies or others at any
reasonable time, provided that Landlord gives prior notice to Tenant and does
not materially interfere with Tenant's use of the Premises.

     9. Relocation of Tenant. To relocate the Tenant, upon thirty days' prior
written notice, from all or part of the Premises (the "Old Premises") to
another area in the Project (the "new premises"), provided that:

        (1) the size of the new premises is at least equal to the size of the
Old Premises;

        (2) Landlord pays the cost of moving the Tenant and improving the new
premises to the standard of the Old Premises. Tenant shall cooperate with
Landlord in all reasonable ways to facilitate the move, including supervising
the movement of files or fragile equipment, designating new locations for
furniture, equipment and new telephone and electrical outlets, and determining
the color of paint in the new premises.

                                    11
<PAGE>


<PAGE>
     10.  Use of Lockbox. To designate a lockbox collection agent for
collections of amounts due Landlord. In that case, the date of payment of Rent
or other sums shall be the date of the agent's receipt of such payment or the
date of actual collection if payment is made in the form of a negotiable
instrument thereafter dishonored upon presentment. However, Landlord may
reject any payment for all purposes as of the date of receipt or actual
collection by mailing to Tenant within 21 days after such receipt or
collection a check equal to the amount sent by Tenant.

     11.  Repairs and Alterations. To make repairs or alterations to the
Project and in doing so transport any required material through the Premises,
to close entrances, doors, corridors, elevators and other facilities in the
Project, to open any ceiling in the Premises, or to temporarily suspend
services or use of common areas in the Building. Landlord may perform any such
repairs or alterations during ordinary business hours, except that Tenant may
require any Work in the Premises to be done after business hours if Tenant
pays Landlord for overtime and any other expenses incurred. Landlord may do or
permit any work on any nearby building, land, street, alley or way.

     12.  Landlord's Agents. If Tenant is in default under this Lease,
possession of Tenant's funds or negotiation of Tenant's negotiable instrument
by any of Landlord's agents shall not waive any breach by Tenant or any
remedies of Landlord under this Lease.

     13.  Building Services. To install, use and maintain through the
Premises, pipes, conduits, wires and ducts serving the Building, provided that
such installation, use and maintenance does not unreasonably interfere with
Tenant's use of the Premises.

     14.  Other Actions. To take any other action which Landlord deems
reasonable in connection with the operation, maintenance or preservation of
the Building.

12. TENANT'S DEFAULT.

Any of the following shall constitute a default by Tenant:

    1. Rent Default. Tenant fails to pay any Rent when due, and in the case of
only the first two (2) such failures in any 12 consecutive months, such
failure continues for ten (10) days from the date such payment was due;

    2. Assignment/Sublease or Hazardous Substances Default. Tenant defaults in
its obligations under Section 17 Assignment and Sublease or Section 28
Hazardous Substances;

    3. Other Performance Default. Tenant fails to perform any other obligation
to Landlord under this Lease, and, in the case of only the first two (2) such
failures during the Term of this Lease, this failure continues for ten (10)
days after written notice from Landlord, except that if Tenant begins to cure
its failure within the ten (10) day period but cannot reasonably complete its
cure within such period, then, so long as Tenant continues to diligently
attempt to cure its failure, the ten (10) day period shall be extended to
sixty (60) days, or such lesser period as is reasonably necessary to complete
the cure;


                                    12
<PAGE>



<PAGE>
    4. Credit Default. One of the following credit defaults occurs:

       (1) Tenant commences any proceeding under any law relating to
bankruptcy, insolvency, reorganization or relief of debts, or seeks
appointment of a receiver, trustee, custodian or other similar official for
the Tenant or for any substantial part of its property, or any such proceeding
is commenced against Tenant and either remains undismissed for a period of
thirty days or results in the entry of an order for relief against Tenant
which is not fully stayed within seven days after entry;

       (2) Tenant becomes insolvent or bankrupt, does not generally pay its
debts as they become due, or admits in writing its inability to pay its debts,
or makes a general assignment for the benefit of creditors;

       (3) Any third party obtains a levy or attachment under process of law
against Tenant's leasehold interest.

    5. Vacation or Abandonment Default. Tenant vacates or abandons the
Premises.

13. LANDLORD REMEDIES.

    A. Termination of Lease or Possession. If Tenant defaults, Landlord may
elect by notice to Tenant either to terminate this Lease or to terminate
Tenant's possession of the Premises without terminating this Lease. In either
case, Tenant shall immediately vacate the Premises and deliver possession to
Landlord, and Landlord may repossess the Premises and may, at Tenant's sole
cost, remove any of Tenant's signs and any of its other property, without
relinquishing its right to receive Rent or any other right against Tenant.

    B. Lease Termination Damages. If Landlord terminates the Lease, Tenant
shall pay to Landlord all Rent due on or before the date of termination, plus
Landlord's reasonable estimate of the aggregate Rent that would have been
payable from the date of termination through the Termination Date, reduced by
the rental value of the Premises calculated as of the date of termination for
the same period, taking into account anticipated vacancy prior to reletting,
reletting expenses and market concessions, both discounted to present value at
the rate of five percent (5 %) per annum. If Landlord shall relet any part of
the Premises for any part of such period before such present value amount
shall have been paid by Tenant or finally determined by a court, then the
amount of Rent payable pursuant to such reletting (taking into account vacancy
prior to reletting and reletting expenses or concessions) shall be deemed to
be the reasonable rental value for that portion of the Premises relet during
the period of the reletting.

    C. Possession Termination Damages. If Landlord terminates Tenant's right
to possession without terminating the Lease and Landlord takes possession of
the Premises itself, Landlord may relet any part of the Premises for such
Rent, for such time, and upon such terms as Landlord in its sole discretion
shall determine, without any obligation to do so prior to renting other vacant
areas in the Building. Any proceeds from reletting the Premises shall first be
applied to the expenses of reletting, including redecoration, repair,
alteration, advertising, brokerage, legal, and other reasonably necessary
expenses. If the reletting proceeds after payment of expenses are insufficient
to pay the full amount of Rent under this Lease, Tenant shall pay such
deficiency to Landlord monthly upon demand as it becomes due. Any excess
proceeds shall be retained by Landlord.

                                    13
<PAGE>


<PAGE>
    D. Landlord's Remedies Cumulative. All of Landlord's remedies under this
Lease shall be in addition to all other remedies Landlord may have at law or
in equity. Waiver by Landlord of any breach of any obligation by Tenant shall
be effective only if it is in writing, and shall not be deemed a waiver of any
other breach, or any subsequent breach of the same obligation. Landlord's
acceptance of payment by Tenant shall not constitute a waiver of any breach by
Tenant, and if the acceptance occurs after Landlord's notice to Tenant, or
termination of the Lease or of Tenant's right to possession, the acceptance
shall not affect such notice or termination. Acceptance of payment by Landlord
after commencement of a legal proceeding or final judgment shall not affect
such proceeding or judgment. Landlord may advance such monies and take such
other actions for Tenant's account as reasonably may be required to cure or
mitigate any default by Tenant. Tenant shall immediately reimburse Landlord
for any such advance, and such sums shall bear interest at the default
interest rate until paid. Tenant acknowledges that the Premises are to be used
for commercial purposes, and Tenant expressly waives the protections and
rights set forth in O.C.G.A. Section 44-7-52, as the same may be now or
hereafter amended.

    E. WAIVER OF TRIAL BY JURY. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH
PARTY WAIVES TRIAL BY JURY IN THE EVENT OF ANY LEGAL PROCEEDING BROUGHT BY THE
OTHER IN CONNECTION WITH THIS LEASE. EACH PARTY SHALL BRING ANY ACTION AGAINST
THE OTHER IN CONNECTION WITH THIS LEASE IN A FEDERAL OR STATE COURT LOCATED IN
FULTON COUNTY, GEORGIA, CONSENTS TO THE JURISDICTION OF SUCH COURTS, AND
WAIVES ANY RIGHT TO HAVE ANY PROCEEDING TRANSFERRED FROM SUCH COURTS ON THE
GROUND OF IMPROPER VENUE OR INCONVENIENT FORUM.

    F. Litigation Costs. Tenant shall pay Landlord's reasonable attorneys'
fees and other costs in enforcing this Lease, whether or not suit is filed.

14. SURRENDER. Upon termination of this Lease or Tenant's right to possession,
Tenant shall return the Premises to Landlord in good order and condition,
ordinary wear and casualty damage excepted. If Landlord requires Tenant to
remove any alterations, then Tenant shall remove the alterations in a good and
workmanlike manner and restore the Premises to its condition prior to their
installation.

15. HOLDOVER. Tenant shall have no right to holdover possession of the
Premises after the expiration or termination of this Lease without Landlord's
prior written consent, which consent may be withheld in Landlord's sole and
absolute discretion. If Tenant retains possession of any part of the Premises
after the Term, Tenant shall become a month-to-month tenant for the entire
Premises upon all of the terms of this Lease as might be applicable to such
month-to-month tenancy, except that Tenant shall pay all of Base Rent at
double the rate in effect immediately prior to such holdover, computed on a
monthly basis for each full or partial month Tenant remains in possession, and
except that, notwithstanding the notice provision of O.C.G.A. Section 44-7-7,
as the same may be now or hereafter amended, Tenant expressly agrees that any
such tenancy may be terminated by ten (10) days prior written notice by
Landlord to Tenant. Tenant shall also pay Landlord all of Landlord's direct
and consequential damages resulting from Tenant's holdover. No acceptance of
Rent or other payments by Landlord under these holdover provisions shall
operate as a waiver of Landlord's right to regain possession or any other of
Landlord's remedies. The inclusion of the foregoing provisions shall not be
construed as Landlord's consent for Tenant to hold over.


                                    14
<PAGE>



<PAGE>
16. SUBORDINATION TO GROUND LEASES AND MORTGAGES.


    A. Subordination. This Lease shall be subordinate to any present or future
ground lease or mortgage respecting the Project, to all advances made or
hereafter to be made upon the security of such ground lease or mortgage, to
all amendments, modifications, renewals, consolidations, extensions and
restatements of such ground lease or mortgage, and to any replacements and
substitutions for such ground lease or mortgage, at the election of the ground
lessor or mortgagee as the case may be, effected by notice to Tenant in the
manner provided in this Lease. The subordination shall be effective upon such
notice, but at the request of Landlord or ground lessor or mortgagee, Tenant
shall within ten (10) days of the request, execute and deliver to the
requesting party any reasonable documents provided to evidence the
subordination. Any mortgagee has the right, at its option, to subordinate its
mortgage to the terms of this Lease, without notice to, nor the consent of,
Tenant.

    B. Termination of Ground Lease or Foreclosure of Mortgage. If any ground
lease is terminated or mortgage foreclosed or deed in lieu of foreclosure
given, or in the event of exercise of the power of sale under any mortgage,
and the ground lessor, mortgagee, or purchaser at a foreclosure sale shall
thereby become the owner of the Project, Tenant shall, at the option of the
ground lessor, mortgagee or purchaser, attorn to such ground lessor or
mortgagee or purchaser without any deduction or setoff by Tenant, and in such
event this Lease shall continue in effect as a direct lease between Tenant and
such ground lessor, mortgagee or purchaser. The ground lessor or mortgagee or
purchaser shall be liable as Landlord only during the time such ground lessor
or mortgagee or purchaser is the owner of the Project. At the request of
Landlord, ground lessor or mortgagee, Tenant shall execute and deliver within
ten (10) days of the request any document furnished by the requesting party to
evidence Tenant's agreement to attorn.

    C. Security Deposit. Any ground lessor or mortgagee shall be responsible
for the return of any security deposit by Tenant only to the extent the
security deposit is received by such ground lessor or mortgagee.

    D. Notice and Right to Cure. The Project is subject to any ground lease
and mortgage identified with name and address of ground lessor or mortgagee in
Appendix D to this Lease (as the same may be amended from time to time by
written notice to Tenant). Tenant agrees to send by registered or certified
mail to any ground lessor or mortgagee identified either in such Appendix or
in any later notice from Landlord to Tenant a copy of any notice of default
sent by Tenant to Landlord. If Landlord fails to cure such default within the
required time period under this Lease, but ground lessor or mortgagee begins
to cure within ten (10) days after such period and proceeds diligently to
complete such cure, then ground lessor or mortgagee shall have such additional
time as is necessary to complete such cure, including any time necessary to
obtain possession if possession is necessary to cure, and Tenant shall not
begin to enforce its remedies so long as the cure is being diligently pursued.

    E. Definitions As used in this Section 16, (i) "mortgage" shall include
"deed of trust," "deed to secure debt," and/or "trust deed" and "mortgagee"
shall include "beneficiary," "grantee," and/or "trustee", "mortgagee" shall
include the mortgagee of any ground lessee, and "ground lessor", "mortgagee",
and "purchaser at a foreclosure sale" shall include, in each case, all of its
successors and assigns, however remote.

                                    15
<PAGE>


<PAGE>
17. ASSIGNMENT AND SUBLEASE.

    1.  In General. Tenant shall not, without the prior consent of Landlord in
each case, (i) make or allow any assignment or transfer, by operation of law
or otherwise, of any part of Tenant's interest in this Lease, (ii) grant or
allow any lien or encumbrance, by operation of law or otherwise, upon any part
of Tenant's interest in this Lease, (iii) sublet any part of the Premises, or
(iv) permit anyone other than Tenant and its employees to occupy any part of
the Premises. Tenant shall remain primarily liable for all of its obligations
under this Lease, notwithstanding any assignment or transfer. No consent
granted by Landlord shall be deemed to be a consent to any subsequent
assignment or transfer, lien or encumbrance, sublease or occupancy. Tenant
shall pay all of Landlord's attorneys' fees and other expenses incurred in
connection with any consent requested by Tenant or in reviewing any proposed
assignment or subletting. Any assignment or transfer, grant of lien or
encumbrance, or sublease or occupancy without Landlord's prior written consent
shall be void. If Tenant shall assign this Lease or sublet the Premises in its
entirety any rights of Tenant to renew this Lease, extend the Term or to lease
additional space in the Project shall be extinguished thereby and will not be
transferred to the assignee or subtenant, all such rights being personal to
the Tenant named herein.

    2.  Landlord's Consent. Landlord will not unreasonably withhold its
consent to any proposed assignment or subletting. It shall be reasonable for
Landlord to withhold its consent to any assignment or sublease if (i) Tenant
is in default under this Lease, (ii) the proposed assignee or sublessee is a
tenant in the Project or an affiliate of such a tenant or a party that
Landlord has identified as a prospective tenant in the Project, (iii) the
financial responsibility, nature of business, and character of the proposed
assignee or subtenant are not all reasonably satisfactory to Landlord, (iv) in
the reasonable judgment of Landlord the purpose for which the assignee or
subtenant intends to use the Premises (or a portion thereof) is not in keeping
with Landlord's standards for the Building or are in violation of the terms of
this Lease or any other leases in the Project, (v) the proposed assignee or
subtenant is a government entity, or (vi) the proposed assignment is for less
than the entire Premises or for less than the remaining Term of the Lease. The
foregoing shall not exclude any other reasonable basis for Landlord to
withhold its consent.

    3.  Procedure. Tenant shall notify Landlord of any proposed assignment or
sublease at least thirty (30) days prior to its proposed effective date. The
notice shall include the name and address of the proposed assignee or
subtenant, its corporate affiliates in the case of a corporation and its
partners in a case of a partnership, an execution copy of the proposed
assignment or sublease, and sufficient information to permit Landlord to
determine the financial responsibility and character of the proposed assignee
or subtenant. As a condition to any effective assignment of this Lease, the
assignee shall execute and deliver in form satisfactory to Landlord at least
fifteen (15) days prior to the effective date of the assignment, an assumption
of all of the obligations of Tenant under this Lease. As a condition to any
effective sublease, subtenant shall execute and deliver in form satisfactory
to Landlord at least fifteen (15) days prior to the effective date of the
sublease, an agreement to comply with all of Tenant's obligations under this
Lease, and at Landlord's option, an agreement (except for the economic
obligations which subtenant will undertake directly to Tenant) to attorn to
Landlord under the terms of the sublease in the event this Lease terminates
before the sublease expires.

                                    16
<PAGE>


<PAGE>
    4.  Change of Management or Ownership. Any transfer of the direct or
indirect power to affect the management or policies of Tenant or direct or
indirect change in 25 % or more of the ownership interest in Tenant shall
constitute an assignment of this Lease.

    5.  Excess Payments. If Tenant shall assign this Lease or sublet any part
of the Premises for consideration in excess of the pro-rata portion of Rent
applicable to the space subject to the assignment or sublet, then Tenant shall
pay to Landlord as Additional Rent 50% of any such excess immediately upon
receipt.

    6.  Recapture. Landlord may, by giving written notice to Tenant within
thirty (30) days after receipt of Tenant's notice of assignment or subletting,
terminate this Lease with respect to the space described in Tenant's notice,
as of the effective date of the proposed assignment or sublease and all
obligations under this Lease as to such space shall expire except as to any
obligations that expressly survive any termination of this Lease.

18. CONVEYANCE BY LANDLORD. If Landlord shall at any time transfer its
interest in the Project or this Lease, Landlord shall be released of any
obligations occurring after such transfer, except the obligation to return to
Tenant any security deposit not delivered to its transferee, and Tenant shall
look solely to Landlord's successors for performance of such obligations. This
Lease shall not be affected by any such transfer.

19. ESTOPPEL CERTIFICATE. Each party shall, within ten (10) days of receiving
a request from the other party, execute, acknowledge in recordable form, and
deliver to the other party or its designee a certificate stating, subject to a
specific statement of any applicable exceptions, that the Lease as amended to
date is in full force and effect, that the Tenant is paying Rent and other
charges on a current basis, and that to the best of the knowledge of the
certifying party, the other party has committed no uncured defaults and has no
offsets or claims. The certifying party may also be required to state the date
of commencement of payment of Rent, the Commencement Date, the Termination
Date, the Base Rent, the status of any improvements required to be completed
by Landlord, the amount of any security deposit, and such other matters as may
be reasonably requested. Failure to deliver such statement within the time
required shall be conclusive evidence against the non-certifying party that
this Lease, with any amendments identified by the requesting party, is in full
force and effect, that there are no uncured defaults by the requesting party,
that not more than one month's Rent has been paid in advance, that the non-
certifying party has not paid any security deposit, and that the
non-certifying party has no claims or offsets against the requesting party.

20. SECURITY DEPOSIT. Tenant shall deposit with Landlord on the date of this
Lease, security for the performance of all of its obligations in the amount
set forth on the Schedule. If Tenant defaults under this Lease, Landlord may
use any part of the Security Deposit to make any defaulted payment, to pay for
Landlord's cure of any defaulted obligation, or, to compensate Landlord for
any loss or damage resulting from any default. To the extent any portion of
the deposit is used, Tenant shall within five (5) days after demand from
Landlord restore the deposit to its full amount. Landlord may keep the
Security Deposit in its general funds and shall not be required to pay
interest to Tenant on the deposit amount. If Tenant shall perform all of its
obligations under this Lease and return the Premises to Landlord at the end of
the Term, Landlord shall return all of the remaining Security Deposit to

                                    17
<PAGE>


<PAGE>
Tenant within thirty (30) days after the end of the Term. The Security
Deposit shall not serve as an advance payment of Rent or a measure of
Landlord's damages for any default under this Lease. The Security Deposit
shall not be mortgaged, assigned or encumbered by Tenant. In the event of a
permitted assignment under this Lease by Tenant, the Security Deposit shall be
held by Landlord as a deposit made by the permitted assignee and Landlord
shall have no further liability with respect to the return of said Security
Deposit to the original Tenant. It is further agreed and acknowledged by
Tenant that Landlord or its agents shall have the right to deposit the
Security Deposit in an interest-bearing account, and all interest accrued on
the Security Deposit shall belong to Landlord and will be retained by Landlord
as its property.

If Landlord transfers its interest in the Project or this Lease, Landlord may
transfer the Security Deposit to its transferee. Upon such transfer, Landlord
shall have no further obligation to return the Security Deposit to Tenant, and
Tenant's right to the return of the Security Deposit shall apply solely
against Landlord's transferee.

21. FORCE MAJEURE. Landlord shall not be in default under this Lease to the
extent Landlord is unable to perform any of its obligations on account of any
strike or labor problem, energy shortage, governmental pre-emption or
prescription, national emergency, or any other cause of any kind beyond the
reasonable control of Landlord ("Force Majeure").

22.TENANT'S PERSONAL PROPERTY AND FIXTURES. In addition to any statutory lien,
Tenant hereby grants to Landlord a lien against and a security interest in all
of Tenant's personal property and fixtures now or hereafter located within the
Premises as security for performance of all of Tenant's obligations under this
Lease. Tenant may replace such personal property and fixtures with items of
equal or better quality, but shall not otherwise remove them from the Premises
without the consent of Landlord until all of the obligations of Tenant under
this Lease have been performed. This Lease constitutes a security agreement
creating a security interest in such property in favor of Landlord, subject
only to the liens of existing creditors, and Landlord may at any time file
this Lease as a financing statement under the Uniform Commercial Code of the
state in which the Project is located. Alternatively, if requested to do so by
Landlord, Tenant shall execute and deliver to Landlord within ten (10) days of
such request a Form WCC-1 Financing Statement wherein Landlord is the secured
party and Tenant is the Debtor.

23. NOTICES. All notices, consents, approvals and similar communications to be
given by one party to the other under this Lease, shall be given in writing,
mailed or personally delivered as follows:

    1. Landlord. To Landlord as follows

       CarrAmerica Realty Corporation
       1600 Parkwood Circle, Suite 150
       Atlanta, Georgia 30339
       Attn: Market Officer

with a copy to:

       CarrAmerica Realty Corporation
       1850 K Street, N.W., Suite 500
       Washington, D.C. 20006
       Attn: Lease Administration

                                    18
<PAGE>

<PAGE>

or to such other person at such other address as Landlord may designate by
notice to Tenant.

     A. Tenant. To Tenant as follows:

        NewCare Health Corporation
        6000 Lake Forrest Drive
        Suite 315
        Atlanta, Georgia 30328


or to such other person at such other address as Tenant may designate by
notice to Landlord.

Mailed notices shall be sent by United States certified or registered mail, or
by a reputable national overnight courier service, postage prepaid. Mailed
notices shall be deemed to have been given on the earlier of actual delivery
or three (3) business days after posting in the United States mail in the case
of registered or certified mail, and one business day in the case of overnight
courier.

24. QUIET POSSESSION. So long as Tenant shall perform all of its obligations
under this Lease, and subject to the terms and provisions hereof, Tenant shall
enjoy peaceful and quiet possession of the Premises for the Term against any
party claiming through the Landlord.

25. REAL ESTATE BROKER. Tenant represents to Landlord that Tenant has not
dealt with any real estate broker with respect to this Lease except for any
broker(s) listed in the Schedule, and no other broker is in any way entitled
to any broker's fee or other payment in connection with this Lease. Tenant
shall indemnify and defend Landlord against any claims by any other broker or
third party for any payment of any kind in connection with this Lease.

26. MISCELLANEOUS.

    A. Successors and Assigns. Subject to the limits on Tenant's assignment
contained in Section 17, the provisions of this Lease shall be binding upon
and inure to the benefit of all successors and assigns of Landlord and Tenant.

    B. Date Pavments Are Due. Except for payments to be made by Tenant under
this Lease which are due upon demand or are due in advance (such as Base
Rent), Tenant shall pay to Landlord any amount for which Landlord renders a
statement of account within ten days of Tenant's receipt of Landlord's
statement.

    C. Meaning of "Landlord". "Re-Entry. "including" and "Affiliate". The term
"Landlord" means only the owner of the Project and the lessor's interest in
this Lease from time to time. The words "re-entry" and "re-enter" are not
restricted to their technical legal meaning. The words "including" and similar
words shall mean "without limitation." The word "affiliate" shall mean a
person or entity controlling, controlled by or under common control with the
applicable entity. "Control" shall mean the power directly or indirectly, by
contract or otherwise, to direct the management and policies of the applicable
entity.

                                    19
<PAGE>



<PAGE>
    D. Time of the Essence. Time is of the essence of each provision of this
Lease.

    E. No Option. This document shall not be effective for any purpose until
it has been executed and delivered by both parties; execution and delivery by
one party to this Lease shall not create any option or other right in the
other party.

    F. Severability. The unenforceability of any provision of this Lease shall
not affect any other provision.

    G. Governing Law. This Lease shall be governed in all respects by the laws
of the state in which the Project is located, without regard to the principles
of conflicts of laws.

    H. Lease Modification. Tenant agrees to modify this Lease in any way
requested by a mortgagee which does not cause increased expense to Tenant or
otherwise materially adversely affect Tenant's interests under this Lease.

    I. No Oral Modification. No modification of this Lease shall be effective
unless it is a written modification signed by both parties.

    J. Landlord's Right to Cure. If Landlord breaches any of its obligations
under this Lease, Tenant shall notify Landlord in writing and shall take no
action respecting such breach so long as Landlord promptly begins to cure the
breach and diligently pursues such cure to its completion. Landlord may cure
any default by Tenant; any expenses incurred shall become Additional Rent due
from Tenant on demand by Landlord.

    K. Captions. The captions used in this Lease shall have no effect on the
construction of this Lease.

    L. Authority. Landlord and Tenant each represents to the other that it has
full power and authority to execute and perform this Lease.

    M. Landlord's Enforcement of Remedies. Landlord may enforce any of its
remedies under this Lease either in its own name or through an agent.

    N. Entire Agreement. This Lease, together with all Appendices, constitutes
the entire agreement between the parties. No representations or agreements of
any kind have been made by either party which are not contained in this Lease.

    O. Landlord's Title. Landlord's title shall always be paramount to the
interest of the Tenant, and nothing in this Lease shall empower Tenant to do
anything which might in any way impair Landlord's title.

    P. Light and Air Rights. Landlord does not grant in this Lease any rights
to light and air in connection with Project. Landlord reserves to itself, the
Land, the Building below the improved floor of each floor of the Premises, the
Building above the ceiling of each floor of the Premises, the exterior of the
Premises and the areas on the same floor outside the Premises, along with the
areas within the Premises required for the installation and repair of utility
lines and other items required to serve other tenants of the Building.


                                    20
<PAGE>


<PAGE>
    Q. Singular and Plural. Wherever appropriate in this Lease, a singular
term shall be construed to mean the plural where necessary, and a plural term
the singular. For example, if at any time two parties shall constitute
Landlord or Tenant, then the relevant term shall refer to both parties
together.

    R. No Recording by Tenant. Tenant shall not record in any public records
any memorandum or any portion of this Lease.

    S. Exclusivity. Landlord does not grant to Tenant in this Lease any
exclusive right except the right to occupy its Premises.

    T. No Construction Against Drafting Party. The rule of construction that
ambiguities are resolved against the drafting party shall not apply to this
Lease.

    U. Survival. All obligations of Landlord and Tenant under this Lease shall
survive the termination of this Lease.

    V. Rent Not Based on Income. No rent or other payment in respect of the
Premises shall be based in any way upon net income or profits from the
Premises. Tenant may not enter into or permit any sublease or license or other
agreement in connection with the Premises which provides for a rental or other
payment based on net income or profit.

    W. Building Manager and Service Providers. Landlord may perform any of its
obligations under this Lease through its employees or third parties hired by
the Landlord.

    X. Late Charge and Interest on Late Payments. Without limiting the
provisions of Section 12A, if Tenant fails to pay any installment of Rent or
other charge to be paid by Tenant pursuant to this Lease within five (5)
business days after the same becomes due and payable, then Tenant shall pay a
late charge equal to the greater of five percent (5 %) of the amount of such
payment or $250. In addition, interest shall be paid by Tenant to Landlord on
any late payments of Rent from the date due until paid at the rate provided in
Section 2D(2). Such late charge and interest shall constitute Additional Rent
due and payable by Tenant to Landlord upon the date of payment of the
delinquent payment referenced above.

    Y. Tenant's Financial Statements. Within ten (10) days after Landlord's
written request therefor, Tenant shall deliver to Landlord the current audited
annual and quarterly financial statements of Tenant, and annual audited
financial statements of the two (2) years prior to the current year's
financial statements, each with an opinion of a certified public accountant
and including a balance sheet and profit and loss statement, all prepared in
accordance with generally accepted accounting principles consistently applied.

    Z. No Estate. Notwithstanding anything contained in this Lease to the
contrary, this Lease shall create the relationship of landlord and tenant only
between Landlord and Tenant and no estate shall pass out of Landlord. Tenant
shall have only an usufruct, not subject to levy and sale and not assignable
in whole or in part by Tenant except as herein expressly provided.


                                    21
<PAGE>



<PAGE>
27. UNRELATED BUSINESS INCOME. If Landlord is advised by its counsel at any
time that any part of the payments by Tenant to Landlord under this Lease may
be characterized as unrelated business income under the United States Internal
Revenue Code and its regulations, then Tenant shall enter into any amendment
proposed by Landlord to avoid such income, so long as the amendment does not
require Tenant to make more payments or accept fewer services from Landlord,
than this Lease provides.

28. HAZARDOUS SUBSTANCES. Tenant shall not cause or permit any Hazardous
Substances to be brought upon, produced, stored, used, discharged or disposed
of in or near the Project unless Landlord has consented to such storage or use
in its sole discretion. "Hazardous Substances" include those hazardous
substances described in the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq., the
Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901 et
seq., any other applicable federal, state or local law, and the regulations
adopted under these laws. If any lender or governmental agency shall require
testing for Hazardous Substances in the Premises, Tenant shall pay for such
testing.

29. EXCULPATION. Landlord shall have no personal liability under this Lease;
its liability shall be limited to its interest in the Project, and shall not
extend to any other property or assets of the Landlord. In no event shall any
officer, director, employee, agent, shareholder, partner, member or
beneficiary of Landlord be personally liable for any of Landlord's obligations
hereunder.

30. PARKING. Landlord shall provide, without charge, 3.5 parking spaces per
1,000 square feet of rentable area in the initial Premises, such spaces to be
in locations as designated by Landlord from time to time, for the nonexclusive
use, on a first come, first served basis, by Tenant and its employees and
other invitees. Tenant shall have no exclusive parking rights with respect to
any parking spaces within the Project, and Tenant shall not tow cars or other
wise enforce its parking rights against third parties. Tenant shall not allow
its employees or other invitees to park within any public streets adjacent to
the Project. Landlord shall have the right, but not the obligation, to impose
reasonable rules and regulations as Landlord may deem necessary to regulate
parking within the Project, including registration of license plate numbers
for vehicles driven by Tenant's employees, issuance and monitoring of parking
tags or permits and/or designation of exclusive parking spaces. Landlord shall
not be liable for any damage or loss to any automobile (or property therein)
parked in, on or about such parking areas, or for any injury sustained by any
person in or about such areas. Landlord shall have the right to substitute,
temporarily or permanently, alternative surface or structured parking areas or
spaces if Landlord deems it necessary or desirable to do so.

IN WITNESS WHEREOF, the parties hereto have executed this Lease.

LANDLORD:

CarrAmerica Realty Corporation,
a Maryland corporation


By: /s/ Robert E. Peterson

Print Name:  Robert E. Peterson
Print Title: Managing Director
                                    22
<PAGE>


<PAGE>
TENANT:

NewCare Health Corporation,
a Nevada corporation


By: /s/ Chris Brogdon

Print Name:  Chris Brogdon
Print Title: Chairman

                                    23
<PAGE>


<PAGE>
                     FIRST AMENDMENT TO LEASE AGREEMENT

This Amendment, made and entered into this 31st day of August, 1998, by and
between CarrAmerica Realty Corporation, a Maryland corporation (here after
referred to as "Landlord") and NewCare Health Corporation, a Nevada
Corporation, (hereinafter referred to as "Tenant").

                               WITNESSETH:

WHEREAS, Landlord and Tenant entered into a Lease Agreement dated June 30,
1998, for certain Premises located at 6000 Lake Forrest Drive, Atlanta,
Georgia, 30328; and

WHEREAS, Landlord and Tenant desire to amend the Lease in certain respect and
to ratify and confirm all of the provisions of the Lease;

NOW THEREFORE, in consideration of the Premises the sum of TEN DOLLARS
($10.00) in hand paid by Tenant to Landlord, and for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:

1. Section 5 of the Lease Schedule is hereby deleted in its entirety and
   inserting in its place the following language:

   Tenant has deposited with Landlord a security deposit of Thirteen
   Thousand Eighty Dollars and Twenty-two cents ($13,080.22).

EXCEPT as amended hereby, the Lease shall remain in full force and effect, and
the same is hereby ratified and confirmed.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized officers and have caused their seals to be
affixed hereto as of the date and year first above written.


LANDLORD:

CarrAmerica Realty Corporation,
a Maryland corporation


By: /s/ Robert E. Peterson
Name:  Robert E. Peterson
Title: Managing Director

TENANT:

NewCare Health Corporation,
a Nevada corporation


By: /s/ Darrell C. Tucker
Its: President

Attest:  Philip M. Rees
Its:     Secretary

[CORPORATE SEAL]

<PAGE>


<PAGE>
                      SECOND AMENDMENT TO LEASE AGREEMENT

     THIS SECOND AMENDMENT TO LEASE AGREEMENT (the "Second Amendment") is made
and entered into effective as of the 30th day of September, 1998, between
CarrAmerica Realty Corporation, a Maryland corporation ("Landlord") and
NewCare Health Corporation, a Nevada corporation ("Tenant").

                                  WITNESSETH:

     WHEREAS, Landlord, as landlord, and Tenant, as tenant, are parties to
that certain Lease Agreement dated as of June 30, 1998 (such lease agreement,
together with any and all amendments, modifications, and supplements thereto,
is hereinafter collectively referred to as the "Lease") relating to 17,987
rentable square feet of office space (the "Premises") located in the building
commonly known as Century Springs West with an address of 6000 Lake Forrest
Drive, Atlanta, Georgia 30328, for a term expiring on June 30, 2003, unless
sooner terminated in accordance with the provisions of the Lease; and

     WHEREAS, Landlord and Tenant desire to enter into this Second Amendment
for the purpose of evidencing their mutual understanding and agreement
regarding (i) the contraction of the Premises by 3,711 rentable square feet
(Suite 315) effective as of September 30, 1998, (ii) the expansion of the
Premises by 8,766 rentable square feet (4,345 rentable square feet in Suite
225 and 4,421 rentable square feet in Suite 550) effective as of October 1,
1998, such that after said contractions and expansion the Premises will
contain 23,042 rentable square feet, and (iii) certain other matters relating
thereto as set forth hereinbelow;

     NOW, THEREFORE, for and in consideration of the premises hereto, the
keeping and performance of the covenants and agreements hereinafter contained,
and for Ten and No/100 Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound, agree and amend the Lease
as follows:

     1. Defined Terms. All terms used herein and denoted by their initial
capitalization shall have the meanings set forth in the Lease unless set forth
herein to the contrary.

     2. Contraction of Premises. Subject to the provisions of Section 5 below,
Tenant has given, granted and surrendered, and by these presents does give,
grant and surrender unto Landlord, its successors and assigns, the portion of
the Premises demised under the Lease containing a total of 3,711 rentable
square feet and located in Suite 315 of the Building (the "Contraction Space")
and all the rights, usutruct, title and interest of the Tenant in and to the
Contraction Space, effective as of September 30, 1998 (the "Contraction
Date"). The Contraction Space is more particularly shown on Exhibit A-1
attached hereto and incorporated herein by this reference. Effective on the
Contraction Date, the Lease is terminated with respect to the Contraction
Space, but the parties hereto hereby specifically acknowledge and confirm that
the Lease shall remain in full force and effect with respect to the balance of
the Premises, containing 23,042 square feet of rentable area (inclusive of the
Expansion Area described below). From and after the Contraction Date, Tenant
shall have no interest in or to the Contraction Space. On or before the
Contraction Date, Tenant shall vacate the Contraction Space, and surrender
possession of the Contraction Space to Landlord and deliver the same to
Landlord in a broom-clean condition.

<PAGE>


<PAGE>
     3. Expansion of Premises. Landlord and Tenant acknowledge and agree that
it is the intention of the parties hereto to add 8,766 rentable square feet to
the Premises (Suite 225 containing 4,345 rentable square feet on the 2nd floor
of the Building and Suite 550 containing 4,421 rentable square feet on the 5th
floor of the Building) as described or shown on the floor plans attached
hereto as Exhibit A-2 and made a part hereof (herein collectively referred to
as the "Expansion Area"), effective as of October 1, 1998 (the "Effective
Date"). The term of Tenant's leasing of the Expansion Area shall continue
until the expiration or earlier termination of the term of the Lease. From and
after the Effective Date, the Expansion Area shall for all purposes be treated
as a part of the Premises under the Lease, and all terms, conditions,
covenants, warranties, agreements and provisions of the Lease shall continue
in full force and effect and shall apply to the Expansion Area except as
expressly set forth herein to the contrary. Effective as of the Effective
Date, Landlord has leased and rented, by these presents leases and rents unto
Tenant, and Tenant hereby leases and takes from Landlord, the Expansion Area.
Tenant hereby leases the Expansion Area on the same terms and conditions as
the original Premises except as otherwise set forth herein to the contrary;
provided, however, Tenant shall receive no concessions or allowances on
account of leasing the Expansion Area. Notwithstanding anything to the
contrary contained or implied in the Lease, Tenant agrees that Tenant will
accept possession of the Expansion Area in an "as is, where is" condition, and
that no representations, warranties, or inducements with respect to any
condition of such space have been made by Landlord, or its designated
representatives, to Tenant, or its desi`gnated representatives. In furtherance
of the foregoing, Tenant hereby acknowledges that no promises to decorate,
alter, repair or improve the Expansion Area or any portion thereof, either
before or after the execution of this Second Amendment, have been made to
Tenant, or its designated representatives, by Landlord, or its designated
representatives. Landlord shall not be liable for failure to give possession
of the Expansion Area or any part thereof on the Effective Date by reason of
the retention of possession or unlawful holding over of any previous tenant,
tenants or occupants of same, nor shall such failure impair the validity of
this Second Amendment, nor extend the term of the Lease.

     4. Base Rent from and after the Effective Date. From and after the
Effective Date and during the remainder of the initial term of the Lease,
Tenant shall pay Landlord Base Rent in the amounts and on the dates set forth
below:
 
                 Annual Base
    Period        Rent Rate       Annual Base Rent      Monthly Base Rent
    ------       -----------      ----------------      -----------------
10/1/98-8/31/99    $17.08           $393,557.36            $32,796.45
9/1/99-10/31/00    $17.94           $413,373.48            $34,447.79
11/1/00-10/31/01   $18.84           $434,111.28            $36,175.94
11/1/01-10/31/02   $19.78           $455,770.76            $37,980.90
11/1/02-6/30/03    $20.77           $478,582.34            $39,881.86

In all other respects, all rent and other sums of money stipulated in the
Lease shall be due and payable by Tenant as provided in and in accordance with
the terms of the Lease.




                                    2
<PAGE>


<PAGE>

     5. Continued Liability of Tenant. Notwithstanding anything contained
herein to the contrary, Landlord specifically reserves unto itself the right
to pursue a claim for nonpayment of, and Tenant shall remain liable for
payment of and agrees to pay, any sums owing under the Lease with respect to
the Contraction Space through and including the Contraction Date.
Additionally, Landlord specifically reserves unto itself the right to pursue
any claim against Tenant for an existing breach of the Lease with respect to
the Contraction Space which is not actually known to Landlord as of the date
hereof, as well as the right to enforce any obligations of Tenant arising
prior to the Contraction Date (including, without limitation, any indemnity
obligations on the part of Tenant to be performed). All of the obligations of
Tenant set forth in this Section shall survive the termination of the Lease
with respect to the Contraction Space and the surrender of the Contraction
Space.

     6. Broker Acknowledgment. Tenant represents and warrants to Landlord that
no broker, agent, commission salesperson, or other person has represented
Tenant in the negotiations for and procurement of this Second Amendment and of
the expansion of the Premises and that no commissions, fees or compensation of
any kind are due and payable in connection herewith to any broker, agent,
commission salesperson or other person as a result of any act or agreement of
Tenant. Tenant agrees to indemnify and hold Landlord harmless from all loss,
liability, damage, claim, judgment, cost or expense (including reasonable
attorneys' fees and court costs) suffered or incurred by Landlord as a result
of a breach by Tenant of the representation and warranty contained in the
immediately preceding sentence or as a result of Tenant's failure to pay
commissions, fees or compensation due to any broker who represented Tenant,
whether or not disclosed, or as a result of any claim for any fee, commission
or similar compensation with respect to this Second Amendment made by any
broker, agent or finder claiming to have dealt with Tenant, whether or not
such claim is meritorious. The parties hereto do hereby acknowledge and agree
that CarrAmerica Realty Corporation has acted as agent for Landlord in this
transaction. CarrAmerica Realty Corporation has not acted as agent for Tenant
in this transaction. Landlord hereby warrants and represents to Tenant that
Landlord has not dealt with any broker, agent or finder other than CarrAmerica
Realty Corporation in connection with this Second Amendment, and, Landlord
hereby agrees to indemnity and hold Tenant harmless from and against any and
all loss, damage, liability, claim, judgment, cost or expense (including, but
not limited to, reasonable attorneys' fees and court costs) that may be
incurred or suffered by Tenant because of any claim for any fee, commission or
similar compensation with respect to this Second Amendment made by any broker,
agent or finder claiming to have represented Landlord.

     7. Miscellaneous. This Second Amendment shall be governed by and
construed in accordance with the laws of the State of Georgia, and shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors, successors-in-title, representatives and permitted
assigns. In the event of any inconsistency or conflict between the terms of
this Second Amendment and of the Lease, the terms of this Second Amendment
shall control. Time is of the essence of all of the terms of this Second
Amendment. The signatory of Landlord represents to Tenant that he is duly
authorized to execute and deliver this Second Amendment on behalf of Landlord.
The signatory of Tenant represents to Landlord that he is duly authorized to
execute and deliver this Second Amendment on behalf of Terfant. This Second
Amendment constitutes and contains the sole and entire agreement of the
parties hereto with respect to the subject matter hereof and no prior or

                                    3
<PAGE>


<PAGE>
contemporaneous oral or written representations or agreements between the
parties and relating to the subject matter hereof shall have any legal effect.
Effective immediately, any and all renewal, extension and expansion rights and
options, including rights of first refusal, if any, granted to Tenant pursuant
to the Lease are null and void and of no further force or effect. The
submission of this Second Amendment for examination does not constitute an
offer to enter into a contract and this Second Amendment shall be effective
only upon execution hereof by Landlord and Tenant. Except as hereinabove
provided, all other terms and conditions of the Lease shall remain unchanged
and in full force and effect, and are hereby ratified and confirmed by the
parties hereto. Tenant hereby acknowledges and agrees that, as of the date
hereof, the Lease is subject to no offsets, claims, counterclaims or defenses
of any nature whatsoever. This Second Amendment may not be changed, modified,
discharged or terminated orally in any manner other than by an agreement in
writing signed by all parties hereto or their respective heirs,
representatives, successors and permitted assigns.

     8. Limited Securitv. Tenant shall, on or before October 15, 1998, deliver
to Landlord security for the performance of all of its obligations under the
Lease, as hereby amended, in the amount of $75,000.00, which security shall be
in the form of a lease bond (the "Lease Bond") (i) in form and substance
satisfactory to Landlord in its sole discretion, (ii) naming Landlord as
beneficiary or obligee, (iii) expressly requiring the surety thereunder to pay
to Landlord the aggregate amount of $75,000.00 at any time and from time to
time by Landlord delivering to the surety notice that Landlord is entitled to
such amount or any portion thereof as a result of a failure of Tenant to
perform any of its obligations, covenants or agreements under the Lease, as
amended, or a result of a default by Tenant under the Lease, as amended, (iv)
issued by a financial institution or insurance company satisfactory to
Landlord in its sole discretion, (v) expiring, and not terminable or
cancelable, any earlier than October 1, 1999, and (vi) allowing Landlord to
make a claim thereunder within six (6) months after the termination or
cancellation of the Lease Bond. Failure of Tenant to deliver the Lease Bond in
accordance with the foregoing provisions shall constitute an immediate default
under the Lease.

     IN WITNESS WHEREOF, Landlord and Tenant have caused this Second Amendment
to be duly authorized, executed, sealed and delivered as of the day and year
first above written.

"Landlord":    CarrAmerica Realty Corporation

               By: /s/ Robert E. Peterson
               Print Name: Robert E. Peterson
               Title:  Managing Director

"Tenant":      NewCare Health Corporation,
               a Nevada corporation

               By: /s/ Darrell C. Tucker
               Print Name:  Darrell C. Tucker
               Title:  President

[CORPORATE SEAL]

                                      4