Sample Business Contracts

Georgia-Chamblee-5664 New Peachtree Road Lease Agreement - RFTA Associates Ltd. and Phoenix Communications Inc.

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  • Commercial Lease. Start a state-specific lease for the rental of commercial property. Specify the term and rent due, as well as whether the landlord or tenant is responsible for property taxes, insurance, and maintenance and repairs.
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                                LEASE AGREEMENT


The "Landlord":     RFTA Associates, Ltd., a Georgia Limited Partnership

The "Tenant":       Phoenix Communications, Inc.

The "Building":     A Building at 5664 New Peachtree Road, Chamblee,
                    DeKalb County, Georgia, more particularly described
                    on Exhibit "A"

The "Premises":     The Entire building (formerly differentiated as
                    Suite 100 Anderson Suite 200).

The "Lease Date":   May 1, 1995

The "Term":         May 1, 1995 - April 30, 2001 [see (P) 1.1].

[The Exhibit "A" and its text are incorporated into this Lease by reference.]

In consideration of the following Terms and conditions, and for other good and
valuable considerations (the receipt and sufficiency of all of which are hereby
acknowledged) the parties agree to the following terms.


     I.1  Term.  The "Term" of this Lease begins on the Lease Date specified
          ----        ----                                                  
above, and ends at midnight on April 30, 2001, unless the Term is extended or
ends sooner according to the provisions below.

                                 THE PREMISES
     II.1   The Premises. Landlord rents to Tenant, and Tenant rents from
Landlord, the Premises defined above (with no easement for light or air
included), according to the provisions of this Lease. The Premises are further
defined as containing approximately 67,000 square feet.


     III.1  Base Rent.

            (a)   The "RENT COMMENCEMENT DATE" is defined as May 1, 1995.

            (b)   Beginning on the Rent Commencement Date, Tenant shall pay
     Landlord a "BASE ANNUAL RENTAL" of $240,000.00 per year. This shall be the
     minimum due during the first twelve consecutive months of the Term
     beginning on the Rent Commencement Date.

            (c)   The Base Annual Rental will increase on May 1, 1996 to
     $252,000.00 per year. This shall be the minimum due during the of the next
     twelve consecutive months and again for the next twelve consecutive months.

            (d)   Then the Base Annual Rental will increase on May 1, 1998 to
     $264,000.00 per year. This shall be the minimum due during the of the next
     twelve consecutive months and again for the next twelve consecutive months.

            (e)   Finally, the Base Annual Rental will increase on May 1, 2000
     to $276,000.00 per year. This shall be the minimum due during the of the
     next twelve consecutive months, ending at the end of the term on April 30,

            (Each twelve month period will comprise a "LEASE YEAR.")

     III.2  Each year's Base Annual Rental shall be payable in twelve equal
consecutive monthly installments:

     .      $20,000.00 in the first Lease Year;

     .      $21,000.00 in the next two (second and third) Lease Years;

     .      $22,000.00 in the next two (fourth and fifth) Lease Years; and

     .      $23,000.00 in the final (sixth) Lease Year.

     [called the "BASE MONTHLY RENTAL']. Thus, the first Base Monthly Rental is
     due and payable on the Rent Commencement Date. Thereafter, each monthly
     installment shall be paid in advance of the first day of each calendar
     month during the Lease Term, without demand.

     III.3  Adjusted Rent. Beginning with the first Lease Year, which will start
on May 1, 1995, the Base Annual Rental (and consequently, the Base Monthly
Rental) above may be increased (but not decreased) annually over and above the
Base Annual Rental determined under (P) 3.1. This increase shall be computed on
the first business day of each Lease Year after the first Lease Year (including
any Lease Year during a renewal term) and shall be the higher of either (a) or
                                                   --- ------                 

            (a)  Determine 105% of the prior year's Base Annual Rental.

            (b)  Determine the following amount:

                 (i)   Multiply the Base Annual Rental specified in (P) 3.1
          above by a fraction.

                 (ii)  In that fraction, the numerator will be the latest
          Consumer Price Index [defined below] promulgated prior to the date
          this computation is made.

                 (iii) The denominator shall be the Consumer Price Index
          established for the month in which the Lease Date occurs.

     Once the higher of (a) or (b) is determined, that amount shall be the
Adjusted Annual Rent payable to Landlord by Tenant during the ensuing Lease
Year. Dividing that product by twelve shall be the Adjusted Monthly Rent payable
by Tenant during each month of that ensuing Lease Year.

     [As used above, the "Consumer Price Index" means that index established by
the Bureau of Labor Statistics of the United States Department of Labor which is
entitled "Consumer Price Index for Urban Wage Earners and Clerical Workers,
United States City Average, All Items, Series A, 1967 = 100." If that index is
ever not provided by the Bureau, this term shall mean another index furnished by
any governmental agency which most accurately and completely replaces the above-
referenced index, at Landlord's option.

     III.4  Additional Rent based on Operating Expenses. In addition, Tenant
shall pay as Additional Rent all "OPERATING EXPENSES" (defined below) for the
Building during the term of the Lease.

            (a)  Operating Expenses means the total cost and expense incurred in
     operating and maintaining the building. They include (but are not limited
     to): electricity, gas, water, sewerage and similar expenses to the extent
     not metered and billed to tenant; trash removal; cleaning services;
     custodial services; public liability and property damage insurance; the
     cost of machinery used in the Building and on equipment used in Building
     maintenance; toilet supplies; security; building, mechanical, parking lot
     and grounds maintenance (except as otherwise provided for herein); and
     property insurance on the Building and grounds on which the Premises are
     located, as detailed hereinafter and as Landlord deems necessary, both in
     type of coverage and amount of coverage.

            (b)  Operating Expenses does not include Landlord's cost and expense
     of maintaining those items enumerated in (P) 6.1 for which Landlord is

            (c)  As soon as practical after the end of each calendar year,
     Landlord shall prepare a Statement of Operating Expenses, along with a
     computation of the Additional Rental due the Landlord from Tenant. Tenant
     agrees to pay Landlord this Additional Rent within ten days following
     receipt of this Statement. However, notwithstanding anything in this
     paragraph to the contrary, Landlord shall also have the right to demand,
     and Tenant shall pay upon such demand, the estimated current Operating
     Expenses on a monthly basis, which will then be subject to annual
     adjustment for reconciliation with the Operating Expenses actually

            (d)  If this Lease ends other than upon the end of a calendar year,
     Landlord shall make a good-faith prorated computation of the Operating
     Expenses due hereunder through the end of the Lease term, and Tenant shall
     pay this amount upon demand. At the end of that calendar year in which this
     Lease ended, and upon compilation of the actual figures, any excess paid by
     Tenant shall be promptly returned by Landlord, or any deficiency shall be
     paid to Landlord by Tenant on demand (as the case may be).

     III.5  Additional Rent from Taxes. As further Additional Rent during the
term of this Lease, Tenant shall also pay upon demand the amount of all taxes
(including, but not limited to, ad valorem taxes, special assessments and any
other governmental charges) levied on the Building in excess of those taxes
levied for the calendar year 1986.

            (a)  Tenant's payment shall be payable within fifteen days after
     receipt of notice from Landlord of the amount due.

            (b)  If the final year of the Lease Term fails to coincide with the
     tax year, then any excess for the tax year during which the Term ends shall
     be reduced by the pro rata part of such tax year beyond the Lease Term. If
     such taxes for the year in which the lease ends are not ascertainable
     before payment of the last month's rental, then the amount of such taxes
     assessed against the property for the previous tax year shall be used as a
     basis of determining the pro rata share, if any, to be paid by Tenant for
     that portion of the last Lease Year.

     III.6  Payment of Rent. Base Rent or Adjusted Rent, plus Additional Rent
based on Operating Expenses, and Additional Rent from Taxes is defined as
"RENT." All of Tenant's Rent and all other obligations provided for in this
Lease are cumulative; and the payment by Tenant of all such amounts shall be
made to Landlord at its office (or such other place as Landlord specifies),
without deduction or set off for any reason.

     III.7  Accord and Satisfaction. No payment by Tenant, or receipt by
Landlord, of a lesser amount other than that stipulated herein for Rent, or any
other charge, shall be deemed to be other

than on account for the earliest stipulated Rent or other charge then due. No
endorsement or statement on a check or letter accompanying any check or payment
shall be deemed an accord and satisfaction. Landlord may accept such check or
payment without prejudice to Landlord's rights to recover the balance of such
Rent or other charge, or pursue any other remedy in this Lease, at law or in

     III.8  Interest on Past-Due Rent. Any installment of Rent required to be
paid by Tenant under this Lease which is not paid when due shall bear interest
at the rate of eighteen percent (18%) per annum from the due date until paid.
This interest is intended to reimburse Landlord for expenses incurred by reason
of such failure by Tenant. It is agreed by Tenant that such an interest is not a

                        USE AND ACCEPTANCE OF PREMISES

     IV.1   Use of Premises.

            (a)  Tenant's use of the Premises shall not violate any ordinance,
     law or regulation of any governmental body or any "Rules and Regulations"
     of Landlord.

            (b)  Tenant shall use and occupy Premises as offices and production
     facilities for a printing company. Tenant agrees to conduct its business in
     the manner of, and according to, the generally accepted business principles
     of the printing industry.

     IV.2   Acceptance of Premises. Tenant's taking of possession of Premises at
the start of the Term shall be conclusive evidence that Tenant accepts the
Premises "as is," and that the Premises were in good and satisfactory condition
for the use intended at the time such possession was taken.

                                 TENANT'S CARE

     V.1   Tenant's Care.

            (a)  Tenant will take good care of the Premises and the fixtures and
     improvements within it, at Tenant's expense; and Tenant will not suffer or
     permit any active or permissive waste or injury to the Premises. Tenant
     shall (at its expense but under Landlord's direction) promptly repair any
     damage to the Premises caused by the misuse by, or neglect of, the Tenant,
     its employees, agents, and all persons permitted on the Premises by Tenant.

            (b)  Without Landlord's written consent, Tenant will not make
     alterations, additions or improvements in the Premises, and will not do
     anything to or on the Premises which will increase the rate of insurance on
     the Building. All alterations, additions or improvements of a permanent
     nature made or installed by Tenant to the Premises shall become the

     property of Landlord at the expiration of this Lease; but Landlord reserves
     the right to require Tenant to remove any improvements or additions made to
     the Premises by Tenant, and repair and restore the Premises to its
     condition prior to such alteration, addition or improvement. Tenant further
     agrees to do so prior to the end of the Term.

            (c)  No later than the last day of the Term, Tenant will remove all
     of its personal property, fixtures and equipment not physically attached to
     the Premises, and repair all injury done by (or in connection with) the
     installation or removal of this property. Tenant shall thus surrender the
     Premises (together with all keys to Premises) in as good a condition as it
     was at the beginning of the Term, except for reasonable wear and tear, and
     damage by fire or other casualty. All of Tenant's property remaining on the
     Premises after expiration of the Term shall be deemed conclusively
     abandoned, and may be removed by Landlord. In such case, Tenant shall
     reimburse Landlord promptly upon demand for the costs of removal, subject
     however to Landlord's right to require Tenant to remove any improvements or
     additions made to Premises by Tenant under (P) 5. 1 (b).

            (d)  In doing any work related to the installation of Tenant's
     furnishings, fixtures, or equipment in the Premises, Tenant will use only
     contractors or workmen approved in advance and in writing by Landlord, such
     approval not to be unreasonably withheld. Tenant shall promptly remove or
     bond any Lien for material or labor claimed against the Premises (or
     against the Building in which the Premises is located) by such contractors
     or workmen if such claim should arise; and Tenant hereby indemnifies and
     holds Landlord harmless from and against any and all costs, expenses or
     liabilities incurred by Landlord as a result of such claims and liens, and
     Landlord's defending against same (including Landlord's attorney's fees).

            (e)  Tenant shall not place any computers (except minicomputers),
     duplicating equipment, food or drink coin-operated or vending machines, or
     equipment requiring more than 20 amperes of electricity, within the
     Premises without Landlord's written consent, such consent not to be
     unreasonably withheld.

                              SERVICE AND REPAIRS

     VI.1   Landlord's Exclusive Responsibilities.  Landlord shall maintain in
good repair the roof and exterior walls (but not glass) of the Building at its
own expense. However, if any of these are damaged by Tenant, (or by its agents,
employees, invitees or licensees), Tenant shall be solely responsible for all
costs of repairing such damage, and shall reimburse Landlord for the repair
immediately upon demand, that sum to be considered "Additional Rent."

     VI.2   Landlord's Repairs for Tenant.  Without limiting (P) 3.4 in any way,
Landlord shall pay for the following items, but shall be reimbursed under (P)
3.4 for all Repairs and maintenance (except as resolved to the Landlord under
(P) 6.1), including:

            (a)  maintaining in good order at all times: the windows and doors
     of the Building; the HVAC, electrical, and plumbing fixtures of the
     Building; the HVAC systems of the Building; and the walks, paved areas
     (including driveway and parking areas) and landscaping surrounding the

            (b)  exterior lighting, signage and grounds care, including the
     sweeping of walks and parking areas, and the maintenance of attractive

            (c)  any increase in property taxes as may be assessed against real
     estate by the state, county, city, or other governing authority, as per (P)

            (d)  fire and extended coverage insurance to protect the Landlord's
     interest in the property, and comprehensive general liability insurance to
     protect Landlord from actions of third parties;

            (e)  general management, including supervision, inspection, record
     keeping, accounting, leasing, and related management functions (but not
     including any executive compensation).

     VI.3   Usage of Services.  The services specified here in Article VI are
predicated on certain usage of the Premises by Tenant during normal business
hours which shall be from 8:00 a.m. to 6:00 p.m. on Mondays through Fridays, and
from 8:30 a.m. to 1:00 p.m. on Saturdays, except for national holidays. If

     .      Tenant uses services (or utilities which are not metered and billed
            directly to Tenant) in an amount, or for a period in excess of,
            normal usage (in Landlord's sole opinion); or

     .      Tenant places in the Premises appliances or equipment requiring
            excessive electrical service (in Landlord's sole opinion),

Landlord shall have the right to charge Tenant as Additional Rent a reasonable
sum as reimbursement for the direct cost of such added services. In the event of
disagreement as to the reasonableness of such charge, the opinion of the
appropriate local utility company, or of an independent professional engineering
firm, shall prevail and shall be binding upon the Landlord and Tenant.

     VI.4   Interruption of Services.  Landlord shall not be liable for any
damages directly or indirectly resulting from interruption in the furnishing of
services by Tenant by any cause beyond Landlord's control.



     VII.1  Tenant's Expenses. Tenant shall pay all utility bills, including
(but not limited to) electricity, water, sewer and gas incurred in connection
with the Premises, or used by Tenant in connection therewith, on or before the
due date for those bills. If Tenant does not pay these expenses, Landlord may
pay the same, and such payment shall be added as Additional Rental of the
Premises, immediately payable upon demand.

     VII.2  Landlord's Expenses. lt is acknowledged by both parties that Tenant
shall be responsible for all utility expenses associated with the Building, and
Landlord shall have no expenses associated therewith.

                             RULES AND REGULATIONS

     VIII.1 Rules and Regulations of Building.

            (a)  The sidewalks, entry passages, and other areas of the Building
     shall not be obstructed by Tenant, or used by it for purposes other than
     those of ingress, egress, and parking, as designated. The water closets and
     other water apparatus shall not be used for any other purpose than those
     for which they were constructed, and no sweeping, rubbish, or other
     obstructing substances shall be thrown in them.

            (b)  Tenant shall not install or paint any signs on any exterior or
     interior doors, plate glass or exterior walls without Landlord's express
     written permission. Tenant may place a sign in the vicinity of Tenant's
     entrance doors, but such sign shall be of such order, size and style as is
     approved by Landlord in advance and in writing; and the approved sign shall
     be installed at such place as Landlord designates.

            (c)  If Tenant wishes to install in, or use on the Premises, any
     additional machinery requiring more than 20 amperes of electricity; then
     Tenant is required to first obtain Landlord's written consent. If Tenant
     requires any interior wiring for any machinery or equipment, such wiring
     shall be done by an electrician specified by Landlord, and no outside
     electrician shall be allowed to do work of this kind unless with Landlord's
     prior written permission.

            (d)  In all cases, Landlord retains the right to approve the weight
     per square foot and position of heavy articles.

     VIII.2.Future Rules and Regulations.  Landlord reserves the right to
promulgate additional Rules and Regulations in the future, which shall apply to
all Tenants uniformly.


     IX.1   Default by Tenant.  Each of the following shall be ACTS OF DEFAULT:

            (a)  If Tenant vacates or abandons the Premises at any time during
     the Term: or

            (b)  If, after three days' written notice of non-payment, Tenant
     fails to pay any Rent, or any other payment due under this Lease;

            (c)  If, after 10 days' written notice of non-performance, Tenant
     fails to perform any other term or obligation of this Lease (other than its
     non-payment of monetary obligations) which is to be observed or performed
     by Tenant; or, if Tenant's such term or obligation cannot be performed
     within 10 days, if Tenant fails within said 10-day period to begin and
     thereafter to diligently and continually pursue its performance of that
     term or obligation; or

            (d)  If Tenant becomes bankrupt or insolvent; or

            (e)  If Tenant files any debtor relief proceedings; or

            (f)  If Tenant voluntarily files in any court pursuant to any
     statute (either of the United States or of any other state) a petition in
     bankruptcy or insolvency, or for reorganization, or for the appointment of
     a receiver or trustee of all or a portion of Tenant's property or for any
     other form of debt relief, whether temporary or permanent; or

            (g)  If an action is brought to appoint a receiver or trustee over
     Tenant, or over Tenant's possessions, or to otherwise protect the interests
     of any creditor of Tenant, which action is not dismissed within thirty days
     of its filing; or

            (h)  If Tenant makes an assignment for the benefit of creditors; or

            (i)  If Tenant petitions for, or enters into, an arrangement of any
     kind concerning its creditors, or suffers this Lease (or the leasehold
     hereunder) to be taken under any writ of execution or attachment; or

            (j)  If this Lease shall pass by law or otherwise to anyone other
     than Tenant, except as may be expressly provided in these terms.

     In any one or more of such events, Landlord shall have the rights specified
below in this Article.

     IX.2   Landlord's Rights on Default. If Tenant shall not have cured any Act
of Default in the manner provided in (P) 9.1, Landlord may at its option pursue
any one or more of the following remedies:

            (a)  Begin dispossessory proceedings with or without the termination
     of this Lease, and without releasing Tenant from any of its obligations

            (b)  Terminate Tenant's right to possession without termination of
     the Agreement. In such a case, Landlord may (at its option) enter onto the
     Premises, remove Tenant's signs and other evidences of tenancy, and take
     and hold possession of the Premises. This can be done without such entry
     and possession terminating this Lease or releasing Tenant from any
     obligation, in whole or in part, including Tenant's obligation to pay Rent
     due hereunder for the full Term. To this end, if and when Landlord so
     elects, Tenant shall pay to Landlord a sum equal to the discounted then-
     present value of the Rent (including all other sums provided herein to be
     paid by Tenant for the remainder of the Lease Term), computed at a rate of
     eight percent (8%) per annum. The payment of these amounts shall not
     constitute payment of Rent in advance for the remainder of the Term.
     Instead, such sum shall be paid as agreed upon liquidated damages and not
     as a penalty; the parties agree that it is difficult or impossible to
     calculate the damages which Landlord will suffer as a result of Tenant's
     default, and that this provision is intended to provide a reasonable
     estimate of such damages. Tenant waives any right to assert that Landlord's
     actual damages are less than the amount calculated hereunder; Landlord
     waives any right to assert that its damages are greater than the amount
     calculated hereunder. Upon the receipt from Tenant of the sum required to
     be paid pursuant to this subsection, Landlord shall use reasonable efforts
     to relet the Premises. Upon making such payment and after Landlord has
     received in full the balance of the Rent and other sums it would have
     received over the remainder of the Term, (i.e., the difference between face
     amount of Rent due hereunder for the entire Lease Term and the amount paid
     to Landlord by Tenant), together with the reimbursement or payment of any
     sums expended by Landlord on account of the cost of repairs, alterations,
     additions, redecorating, and Landlord's expenses of reletting and
     collection of the rental accruing therefrom (including attorney's fees and
     broker's commissions), Tenant shall receive from Landlord all Base Rent
     received by Landlord from other tenants on account of the Premises during
     the Lease Term hereof, provided that the amounts to which Tenant shall
     become so entitled shall in no event exceed the entire amount actually paid
     by Tenant to Landlord under this paragraph.

            (c)  Begin proceedings against Tenant for all amounts owed by Tenant
     to Landlord, whether as Base Rental, Additional Rental, reasonable damages,
     or otherwise.

            (d)  End the Lease Term, in which event Tenant shall immediately
     surrender the Premises to Landlord. Tenant agrees to pay on demand the
     amount of all reasonable loss and damage which Landlord may suffer by
     reason of the end of the Term under this section or otherwise, which loss
     and damage shall include, without limitation:

               (i)     an amount which, at the date of the Default, represents
          the present value, as computed using an eight percent (8%) discount
          rate, of the excess, if any, of (A) the Base Rent, Additional Rent and
          all other amounts which would have otherwise been payable under this
          Lease during the remainder of the Term over (B) the aggregate
          reasonable rental value of the Premises for the same period; and

               (ii)    an amount equal to the balance that would still be owing
          to Landlord after such termination date if the sum of concessions and
          other inducements made available by Landlord and brokerage commissions
          paid by Landlord had been treated as a loan from Landlord to Tenant
          accruing interest at the rate of eight percent (8%) per annum,
          repayable over the original Term of this Lease in equal monthly
          installments of principal and interest such that the unpaid balance of
          such hypothetical loan upon the expiration of the original Lease Term
          shall be $0.

          (e)  Upon any termination of Tenant's right to possession only, and
     without Termination of the Lease, Landlord may (at its option) enter into
     the Premises, remove Tenant's signs and other evidences of tenancy, and
     take and hold possession as provided below, without such entry and
     possession terminating the Lease or releasing the Tenant, in whole or in
     part, from any obligation, including Tenant's obligation to pay Rent, for
     the full Lease Term. In any such case, Landlord may relet the Premises on
     behalf of the Tenant and receive directly the Rent by reason of  the
     reletting. Tenant agrees to pay Landlord on demand any deficiency that may
     arise by reason of reletting of the Premises; further, Tenant agrees to
     reimburse Landlord upon demand for any expenditures made by it for
     remodeling or repairing in order to relet the Premises and for all other
     expenses incurred in connection with such reletting (including, without
     limitation, attorney's fees and brokerage commissions).

          (f)  Enter upon and take possession of the Premises, without being
     liable for prosecution of any claim for damages or for trespass or other

          (g)  Do or cause to be done whatever Tenant is obligated to do under
     the terms of this Lease, in which case Tenant agrees to reimburse Landlord
     on demand for any and all costs or expenses which Landlord may thereby
     incur. Tenant agrees that Landlord shall not be liable for any damages
     resulting to Tenant from effecting compliance with Tenant's obligations
     under this section, whether caused by the negligence of Landlord or

          (h)  Enforce the performance of Tenant's obligations hereunder by
     injunction or other equitable relief (which remedy may be exercised upon
     any breach or default or any threatened breach or default of Tenant's
     obligations hereunder).

          (i)  Invoke any remedy allowed at law or in equity to enforce re-
     entry and other remedies not herein provided. this shall be in addition to
     any other remedies which Landlord may have.

     IX.3.  Tenant's Waiver. Tenant waives trial by jury in any action,
proceeding or counterclaim brought by Landlord against the Tenant on any matter
whatsoever arising out of or in any way connected with:

     .      this Lease,

     .      the relationship of Landlord and Tenant created by this Lease,

     .      Tenant's use or occupancy of the Premises, and

     .      on any and all claims for injury or damage.

Further, if Landlord begins any action or proceeding for non-payment of any rent
or other charges due hereunder, Tenant agrees not to interpose any non-
compulsory counterclaim of any nature or description in such an action or

                            ADDITIONAL OBLIGATIONS

     X.1    Insurance. During the Term of this Lease, Tenant (at its sole
expense) shall procure and maintain the following types of insurance, with
Landlord specifically named as an additional Insured on that policy:

            (a)  bodily injury liability insurance, including personal injury
     and property damage, insuring against any and all liability of Tenant, its
     agents, and employees with respect to the Premises or arising out of the
     maintenance, use or occupancy thereof, said liability insurance to have
     combined limits in the aggregate of not less than $_____________.

            (b)  The insurer and the form and content of all such insurance
     policies shall be subject to Landlord's reasonable approval. Upon
     Landlord's request, Tenant shall immediately furnish Landlord with a
     certificate of insurance showing the existence of all insurance required to
     be maintained by Tenant under this Lease.

     X.2    Waiver.

            (a)  Tenant agrees that Landlord shall not, at any time or to any
     extent whatsoever, be liable for, and Tenant hereby waives all claims of
     Tenant, its employees and agents against Landlord for:

                 (i)   any injury or damage to person, property or business
          caused by, or arising out of, the condition of the Premises or the
          Building; or

                 (ii)  the condition or operation of, or defects in, any
          equipment, machinery or mechanical systems (including the electrical,
          plumbing and H.V.A.C. systems and fixtures) located in the building;

                 (iii) the act or omission of any person or persons, (except to
          the extent such damage or injury is directly caused by or due to the
          gross negligence or willful misconduct of Landlord, its employees or
          agents); or

                 (iv)  the theft, mysterious disappearance, or loss of any
          property from the Premises or the Building; or

                 (v)   any interference or disturbance by any third persons,
          including (without limitation) any other tenant or tenants of

          (b)    It is further agreed that the happening of any one or more of
     the events described in (P) 10.2(a) shall not be an actual or constructive
     eviction of Tenant, nor shall any such event operate to relieve Tenant from
     the prompt and punctual performance of the obligations of Tenant under this

          (c)    Nothing contained herein shall render Landlord liable, or any
     way accountable, for any loss, damage or injury (whether direct or
     indirect, and whether to person or property, suffered or incurred by Tenant
     because of Landlord's failure or inability to furnish utilities to the
     Premises or the Building, or to maintain and operate the Building. Tenant
     hereby waives all claims of Tenant, its employees, agents, licensees and
     invitees against Landlord for such failure or inability.

     X.3  Indemnification. Except for damages which arise solely from the
gross negligence or intentional, willful action of Landlord, Tenant agrees to
indemnify and hold harmless Landlord against and from any and all claims,
liabilities, actions, expenses, losses or damages whatsoever on account of (or
in connection with) any loss, injury, death or damage to persons or property or
business arising out of, or caused by, Tenant's use or occupation of the
Premises. This includes (without limitation) the condition of the Premises, and
any act or omission (whether or not negligent) of Tenant, its agents, employees,
licensees, guests or invitees. Tenant shall further indemnify and hold Landlord

          (a)  against the performance of any covenant or agreement on the
     Tenant's part to be performed pursuant to the terms of this Lease, and

          (b)  against any act or negligence of the Tenant or its agents,
     contractors, employees or licensees, and

          (c)  against all cost, counsel fees, expenses and liabilities
     incurred in any such claim or action or proceeding brought thereon, or in
     any way connected therewith.

     X.4    Tenant's Taxes. Tenant shall pay before delinquency all taxes,
assessments and public charges (whether now in effect or subsequently enacted)
during the Term of this Lease which are levied, assessed or imposed upon the
Tenant's business or upon Tenant's fixtures, furniture, appliances or personal
property installed or located in the Premises, or which constitute a lien
against any of the foregoing.

     X.5    Landlord's Option to Cure Tenant Defaults. All agreements to be
performed by Tenant under this Lease shall be performed at Tenant's sole cost
and expense, without any abatement of rent. If Tenant fails to pay any sum of
money required to be paid by it hereunder other than rent, or fails to perform
any other act on its part to be performed hereunder; and if such failure shall
continue for 10 days after notice by Landlord; then Landlord may (at its sole
and absolute option, and without waiving or releasing Tenant from any of
Tenant's obligations, and without waiving any rights Landlord has) make any
such payment or perform any such other act on Tenant's part to be made or
performed as provided in this Lease. All such sums so paid by Landlord, and all
necessary incidental costs and expenses shall be deemed Additional Rent
hereunder, and shall be payable to Landlord upon demand.


     XI.1   Damage or Destruction. If all or any part of the Premises are
damaged or destroyed by fire or other casualty, this Lease shall continue in
full force and effect, unless terminated as hereinafter provided.

            (a)  Landlord shall repair, restore or rebuild the Premises to its
     condition at the time of the occurrence of the loss, and Landlord agrees to
     diligently and continuously pursue to completion any such repairs. However,
     Landlord shall not be obligated to begin such repair, restoration or
     rebuilding until insurance proceeds are received by Landlord; and
     Landlord's obligation to do so shall be limited to the proceeds Landlord
     actually receives under any insurance policies which are not required to be
     applied towards the reduction of any indebtedness secured by a deed to
     secure debt covering the Building or any portion of it.

            (b)  Tenant covenants and agrees to reopen for business in the
     Premises within 60 days after notice from Landlord that the Premises have
     been restored and are ready for reoccupancy. In this regard, Tenant shall
     repair, restore and refixture all parts of the Premises not insured under
     any insurance policies insuring Landlord. This shall be done in a manner,
     and to a condition, equal to that existing prior to its destruction. The
     proceeds of all insurance carried by Tenant on its property and
     improvements shall be held in trust by Tenant for the purpose of said
     repair and replacement and used only for that purpose.

            (c)  No damage or destruction to the Premises shall allow Tenant to
     surrender possession of the Premises, nor affect Tenant's liability for the
     payment of rents or performance of any other Term, except as may be
     specifically provided in this Lease.

            (d)  Notwithstanding anything to the contrary contained in this
     1111.1 or elsewhere in this Lease, Landlord at its option may terminate
     this Lease on 30 days notice to Tenant if:

                 (i)    The Premises and the Building shall be damaged or
          destroyed as a result of an occurrence which is not covered by
          Landlord's insurance, or the insurance proceeds are insufficient to
          completely pay for the full restoration and repair of the Premises and
          the Building; or

                 (ii)   The Premises shall be damaged or destroyed during the
          last two years of the Term, or any renewal thereof; or

                 (iii)  Any or all of the Building or its improvements are dam
          aged (whether or not the Premises are damaged) to such an extent that
          (in the sole judgment of Landlord) the entire Building cannot be
          restored and then operated as an economically viable unit.

          (e)    If the Premises shall be damaged or destroyed and in the event
     that Landlord has not elected to terminate this Lease, Landlord and Tenant
     shall resume their respective obligations (other than those specified in
     this Article as continuing under this Article XI) as soon as is reasonably
     possible, and then prosecute the same to completion with all due diligence.

          (f)    Tenant shall give to Landlord prompt written notice of any
     damage to or destruction of any portion of the Premises resulting from fire
     or other casualty.

     XI.2 Condemnation. If the whole of the Premises shall be taken under the
power of condemnation, this Lease shall end as of the date possession shall be
so taken.

          (a)    Anything in this Lease to the contrary notwithstanding, this
     (P) 11.2(a) shall apply if

          .      more than 20% of the Premises, or

          .      more than 15% of the then-existing paved parking spaces of the
                 Building, or

          .      more than 25% of the gross floor area of the Building
                 (exclusive of the Premises)

     shall be taken if a conveyance is made in lieu of either. In such case,
     either party shall have the right to cancel and terminate this Lease as of
     the date of such taking or 

     conveyance, upon giving notice to the other of such election within thirty
     days after the date of such taking or conveyance, in the event of such
     cancellation. The parties thereupon shall be released from any further
     liability under this Lease, except for obligations existing as of and on
     the effective date of such termination. Provided, if more than 15% of the
     then-existing paved parking spaces of the Building shall be appropriated or
     taken, Landlord may (at its option) nullify and vacate Tenant's right to
     cancel this Lease as herein above provided, by giving Tenant notice
     within thirty days after the date of such taking as long as Landlord agrees
     to provide substitute parking on (or adjacent to) the Building sufficient
     to cause the total number of paid parking spaces remaining after such
     substitution to be equal to at least 75% of the number of spaces prior to
     such taking. In such event, this Lease shall remain in full force and

            (b)  All compensation awarded or paid upon such a total or partial
     taking of the Premises or the Building shall belong to and be the property
     of Landlord, without any participation by Tenant. Tenant shall, however, be
     entitled to claim, prove, and receive in such condemnation proceeding such
     award as may be allowed for relocation cost and fixtures, and reduce
     Landlord's award only if such award shall be in addition to the award for
     the land and Building. To the extend that the Tenant has a claim in
     condemnation proceedings, as aforesaid, Tenant may claim from condemners,
     but not from Landlord, such compensation as may be recoverable by Tenant.

                             ADDITIONAL AGREEMENTS

     XII.1  Eminent Domain. Landlord and Tenant expressly agree that if all or
any part of the Premises shall be taken by federal, state, county or city
authority for public use, or under any statute, or by exercise of any right of
eminent domain, or by deed in lieu thereof, then, and in said event, when
possession shall be taken thereunder of said Premises (or any part thereof) the
Lease Term hereby granted and all rights of the Tenant hereunder shall
immediately cease and terminate. Upon the happening of said event, Tenant shall
not have any right or claim whatsoever, and hereby waives all claims to all or
any part of any award made for such taking specified in this Paragraph and all
claims against Landlord other than for an abatement of the rent beyond the date
of such taking.

     XII.2  Assignment and Subletting.

            (a)  Without the prior written consent of Landlord, Tenant may not
     assign this Lease or any interest hereunder, or sublet Premises or any part
     thereof, or permit the use of Premises by any party other than Tenant.
     Consent by Landlord to any one assignment or sublease shall not destroy or
     waive this provision, and all later assignments and subleases shall
     likewise be made orally with the prior written consent of Landlord.
     Sublessees or assignees shall become liable directly to Landlord for all
     obligations of the Tenant hereunder without relieving Tenant's liability.
     Landlord shall not unreasonably withhold such consent.

            (b)  Tenant acknowledges the right of Landlord to assign all their
     right, title and interest to any entity.

     XII.3  Entry by Landlord. Landlord and its employees, agents and licensees
shall have the right to enter the Premises at any time during the Term of this
Lease at reasonable times: (i) to inspect the condition of the Premises or the
compliance by Tenant with this Lease, although no such inspection or failure to
inspect shall waive any rights of Landlord with respect to any default by
Tenant, whether or not such default was or should have been discovered; (ii) to
exhibit the Premises to prospective Tenants during the last nine months of the
Term; and (iii) to repair, improve, restore, alter or make additions to the
Premises or to the Building (it being understood that this provision does not
obligate Landlord to take any such action). Except for emergency repairs,
Landlord shall exercise the rights granted to Landlord in (iii) above only after
reasonable notice to Tenant, and Landlord shall use its best efforts to
accomplish the above promptly, with minimum interference with Tenant; provided,
however, that the liability of Landlord arising out of such entry shall be
limited as set forth elsewhere in this Lease as this paragraph creates no
further liability of Landlord.

     XII.4  Holding Over. In the event Tenant holds possession of the Premises
after the expiration of the Term set forth herein, with the consent of Landlord,
then this Lease and the Term hereof shall be deemed to be extended on a month-
to-month basis upon all the terms and conditions herein set forth, except that:
(i) such tenancy may be terminated upon not less than thirty (30) days written
notice by Landlord; and (ii) Tenant shall pay to Landlord monthly rent, in
advance on the first day of such extension period and on the first calendar day
of each calendar month thereafter during such extension period, an amount equal
to one hundred fifty (150%) percent of the rent payable in the last full
calendar month preceding the first day of such extension period.

     XII.5  Act of God. Landlord shall not be required to perform any covenant
or obligation under this Lease, or be liable in damages to Tenant, Tenant's
invitees, licensees or other visitors to the Premises or Building, so long as
the performance or nonperformance of the covenant or obligation is delayed,
caused or prevented by an Act of God or force majeure, or by Tenant.

     XII.6  Entire Agreement - No Waiver.  This Lease contains the entire
agreement of the parties. No representations, inducements, promises or
agreements, oral or otherwise, between the parties shall be of any force or
effect unless written herein. The failure of either party to insist in any
instance on strict performance of any term or condition in this Lease, or to
exercise any option herein contained, shall not waive such term, condition or
option in that circumstance, or in any other instance. This Lease cannot be
changed or terminated orally, as any modification or alteration of this Lease's
terms can only be made in writing signed by all parties hereto.

     XII.7  Headings. The headings in this Lease are included for convenience
only and shall not be taken into consideration in any construction or
interpretation of this Lease or any of its provisions.

     XII.8  Notices and Services.

            (a)  Any notice by a party to the other shall be valid only if in
     writing and shall be deemed to be given only if delivered personally or
     sent by registered or certified mail 

     addressed (i) if to Tenant, at Premises, and (ii) if to Landlord, c/o
     George M. Fox, Esq. 4788 Long Island Drive, Atlanta, Fulton County,
     Georgia, 30342-8937 or at such other address for either party as that party
     may designate by notice to the other. Notice shall be deemed given if
     delivered personally upon its delivery, or if mailed, upon its being

            (b)  Tenant hereby appoints the person in charge of the Premises as
     its agent to receive service of all dispossessory or distraint proceedings;
     and if there is no person occupying same, then such service may be made by
     attachment thereof on the main entrance of the Premises.

     XII.9  Heirs and Assigns. The provisions of this Lease shall bind and inure
to the benefit of the Landlord and Tenant, and- their respective successors,
heirs, legal representatives and assigns.

     XII.10 Release of Landlord by Sale. Except as to the Assignment of
Leases and Rents between Landlord and Bank South, N.A., in the event of any sale
or lease of the land or Building or any assignment of this Lease, the Landlord
shall be entirely freed and relieved of all covenants and obligations of the
Landlord hereunder which accrue thereafter; and further, it shall be deemed
without further agreement that the purchaser, sub-tenant or assignee as the case
may be, has assumed and agreed to carry out any and all covenants and
obligations of the respective main party hereunder during the period such
secondary party has possession of the Building. Should the land and the Building
be severed as to ownership by sale or lease, then the owner of the entire
Building that has the right to lease the space in the Building to tenants shall
be deemed the "Landlord." In the event of any such sale or lease of the land or
Building, during the term of this Lease, Tenant hereunder agrees to continue to
be bound by all the terms, covenants, and conditions of this Lease and further
agrees to execute any attornment agreement not in conflict with the terms and
provisions of this Lease at the request of any such succeeding Landlord.

     XII.11 Gender. Number. etc. The terms "Landlord," and "Tenant," and the
pronouns relating to each, shall include the male, female and neuter, the
singular and plural, as may fit the particular parties.

     XII.12 The Captions. The use of captions at the start of certain
paragraphs is for illustration only; thus, no caption has any effect on any text
in the paragraph which follows.

     XII.13 Attorney Fees. If any Rent or other obligations owing under this
lease are collected by or through an attorney at law, then Tenant shall pay as
additional Rent fifteen (15%) percent thereof as attorney's fees. Tenant shall
also pay all attorney's fees incurred by Landlord as a result of any breach or
default by Tenant under this Lease.

     XII.14 No Estate. Tenant has only a usufruct under this agreement, not
subject to levy or sale; no estate shall pass out of Landlord.

     XII.15 Time of Essence. Time is of the essence of this Agreement.

     XII.16 Attornment to Mortgages and Other Documents. Tenant agrees to
execute such documents as may be required by Landlord to evidence Tenant's
attornment to any mortgagee or other secured party relative to the Premises, or
for any other purpose to confirm terms hereunder. Provided, if Tenant is
required to agree that this Lease is to be subordinate to any such mortgage or
secured interest, Tenant shall be entitled to require that such mortgagee or
secured party agree not to disturb Tenant's occupancy of the Premises so long as
Tenant is not in default under this Lease.

     XII.17 Tenant's Corporate Authority. Each person signing this Lease on
behalf of Tenant personally represents and warrants that Tenant is a fully
authorized and existing corporation, that Tenant is qualified to do business in
the State of Georgia, that the corporation has full authority to enter into this
Lease, and that each person signing on behalf of the corporation is authorized
to do so. In the event any representation of warranty is false, all persons
signing this Lease shall be individually liable, as Tenant.




     IN WITNESS WHEREOF, the parties have signed this Lease as of the day and
year first above written and caused their seals to be hereto affixed.


                              PHOENIX COMMUNICATIONS, INC.

                              By: /s/ Cary Rosenthal
                                      Cary Rosenthal, President


                              RFTA ASSOCIATES, LTD., a Georgia Limited

                              BY:   Phoenix Communications, Inc., its General

                              By: /s/ Joe Segal
                                      Joe Segal, Vice President