ALLETE INC
EX-10(M) LEASE AGREEMENT-ADESA ATLANTA, LLC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>exhibit10m.txt
<DESCRIPTION>EX-10(M) LEASE AGREEMENT-ADESA ATLANTA, LLC
<TEXT>
<PAGE>
                                                                   Exhibit 10(m)





                                 LEASE AGREEMENT

                                     between

                     DEVELOPMENT AUTHORITY OF FULTON COUNTY


                                       and


                               ADESA ATLANTA, LLC


                          Dated as of December 1, 2002



                     The interest of Development  Authority
                     of Fulton  County  (the  "Issuer")  in
                     this Lease Agreement has been assigned
                     to  SunTrust  Bank,  as  trustee  (the
                     "Trustee")  under the Trust  Indenture
                     dated as of December 1, 2002,  between
                     the Issuer and the Trustee as security
                     for the payment of the  principal  of,
                     premium, if any, and interest on those
                     certain Taxable  Economic  Development
                     Revenue  Bonds,  (ADESA  Atlanta,  LLC
                     Project)    Series   2002,   and   any
                     Additional   Bonds  issued  under  the
                     Indenture.


This Instrument was prepared by:

Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia  30309-3424


<PAGE>


                                    CONTENTS
                                                                            Page
                                                                            ----

ARTICLE I - DEFINITIONS.......................................................1

     Section 1.1    Definitions...............................................1
     Section 1.2    Certain Rules of  Interpretation..........................7

ARTICLE II - REPRESENTATIONS..................................................7

     Section 2.1    Representations by the Issuer.............................7
     Section 2.2    Representations by the Lessee.............................8

ARTICLE III - DEMISING CLAUSES AND WARRANTY OF TITLE..........................8

     Section 3.1    Demise of the Project.....................................8
     Section 3.2    Warranty of Title.........................................8
     Section 3.3    Quiet Enjoyment...........................................8

ARTICLE IV - COMMENCEMENT AND COMPLETION OF THE
     PROJECT; ISSUANCE OF THE BONDS; ADDITIONAL BONDS.........................9

     Section 4.1    Agreement to Construct and Equip the Project;
             Appointment of Lessee as Construction Agent......................9
     Section 4.2    Agreement to Issue the Bonds; Application of Bond
             Proceeds; Additional Bonds.......................................10
     Section 4.3    Disbursements from the Construction Fund..................11
     Section 4.4    Obligation of the Parties to Cooperate in Furnishing
             Documents to Trustee.............................................12
     Section 4.5    Establishment of Completion Date and Date of Beneficial
             Occupancy........................................................12
     Section 4.6    Lessee Required to pay Construction and Equipment
             Costs in Event Construction Fund Insufficient....................13
     Section 4.7    Issuer to Pursue Remedies Against Contractor
             and Subcontractors and Their Sureties............................13
     Section 4.8    Investment of Construction Fund and Bond Fund
             Moneys Permitted.................................................14

ARTICLE V - EFFECTIVE DATE OF THIS LEASE; DURATION OF LEASE TERM; RENTAL
     PROVISIONS...............................................................14

     Section 5.1    Effective Date of This Lease, Duration of Lease Term..... 14
     Section 5.2    Delivery and Acceptance of Possession.....................14
     Section 5.3    Rents and Other Amounts Payable...........................15
     Section 5.4    Place of Payments.........................................16
     Section 5.5    Obligations of Lessee Hereunder Unconditional.............16

                                      -i-


<PAGE>

ARTICLE VI - MAINTENANCE, MODIFICATIONS, TAXES AND INSURANCE..................17

     Section 6.1    Maintenance and Modification of Project by Lessee.........17
     Section 6.2    Removal of Equipment......................................18
     Section 6.3    Taxes, Other Governmental Charges and Utility Charges.....19
     Section 6.4    Insurance and Indemnity...................................20
     Section 6.5    Advances by Issuer to Trustee.............................20

ARTICLE VII - DAMAGE, DESTRUCTION AND CONDEMNATION............................21

     Section 7.1    Damage and Destruction....................................21
     Section 7.2    Condemnation..............................................21
     Section 7.3    Condemnation of Excluded Property.........................22

ARTICLE VIII - SPECIAL COVENANTS..............................................23

     Section 8.1    No Warranty of Design, Condition or Suitability
             by the Issuer....................................................23
     Section 8.2    Inspection of the Project.................................23
     Section 8.3    Lessee to Maintain its Existence; Conditions
             Under Which Exceptions Permitted.................................23
     Section 8.4    Qualification in Georgia..................................23
     Section 8.5    Granting of Easements and Leasehold Mortgages.............23
     Section 8.6    Waiver of Landlord's Lien.................................28
     Section 8.7    Granting of Mortgages by Issuer...........................28
     Section 8.8    Estoppel Certificates.....................................28
     Section 8.9    Authorized Issuer Representative..........................29
     Section 8.10   Authorized Lessee Representative..........................29

ARTICLE IX - ASSIGNMENT, SUBLEASING, PLEDGING, AND SELLING, REDEMPTION;
     RENT PREPAYMENT AND ABATEMENT............................................29

     Section 9.1    Assignment and Subleasing.................................29
     Section 9.2    Assignment and Pledge of Revenues by Issuer...............30
     Section 9.3    Restrictions on Sale of Project by Issuer.................30
     Section 9.4    Redemption of Bonds.......................................30
     Section 9.5    Prepayment of Rents.......................................30
     Section 9.6    Presentment of Bonds for Cancellation.....................30
     Section 9.7    Lessee Entitled to Certain Rent Abatements if
             Bonds Paid Prior to Maturity.....................................31
     Section 9.8    Reference to Bonds Ineffective After Bonds Paid...........31

ARTICLE X - EVENTS OF DEFAULT AND REMEDIES....................................31

     Section 10.1   Events of Default Defined.................................31
     Section 10.2   Remedies on Default.......................................33
     Section 10.3   No Remedy Exclusive.......................................34


                                      -ii-

<PAGE>

     Section 10.4   Agreement to Pay Reasonable Attorneys' Fees and
             Expenses.........................................................34
     Section 10.5   No Additional Waiver Implied by One Waiver................34
     Section 10.6   Rescission of Remedies....................................35

ARTICLE XI - OPTIONS IN FAVOR OF LESSEE.......................................35

     Section 11.1   General Option to Purchase Project........................35
     Section 11.2   Option to Purchase a Portion of the Project...............36
     Section 11.3   Conveyance on Purchase....................................37
     Section 11.4   Relative Position of Options and Indenture................38
     Section 11.5   Lessee's Option to Terminate..............................38
     Section 11.6   Conveyance of Project at End of Lease Term................38

ARTICLE XII - MISCELLANEOUS...................................................39

     Section 12.1   Notices...................................................39
     Section 12.2   Binding Effect............................................39
     Section 12.3   Severability..............................................40
     Section 12.4   Amounts Remaining in Funds................................40
     Section 12.5   Amendments, Changes and Modifications.....................40
     Section 12.6   Execution Counterparts....................................41
     Section 12.7   Captions..................................................41
     Section 12.8   Recording of Lease........................................41
     Section 12.9   Law Governing Construction of Lease.......................41
     Section 12.10  Net Lease.................................................41
     Section 12.11  Survival of Purchase Options..............................41

EXHIBIT A - Land
EXHIBIT B - The Project

                                     -iii-

<PAGE>

STATE OF GEORGIA
COUNTY OF FULTON

         THIS LEASE AGREEMENT made and entered into as of December 1, 2002 (this
"Lease") by and between  DEVELOPMENT  AUTHORITY OF FULTON COUNTY  (herein called
the  "Issuer"),  a public body corporate and politic duly organized and existing
under the laws of the State of  Georgia,  as  Lessor,  and  ADESA  ATLANTA,  LLC
(herein called the "Lessee"), a limited liability corporation duly organized and
existing under the laws of the State of New Jersey, as Lessee.

                                   WITNESSETH:

         WHEREAS,  the Issuer was  created  for the  purpose  of  expanding  and
developing  trade,  commerce,  industry and employment  opportunities  in Fulton
County, Georgia (the "County"),  and in furtherance of such purposes, the Issuer
has the  power to issue its  revenue  bonds to  provide  funds to be used by the
Issuer  to  finance  construction,  installation,  modification,  renovation  or
rehabilitation of land, buildings, structures, facilities and other improvements
and fixtures, machinery,  equipment,  furniture and other property of any nature
whatsoever  used in  connection  therewith,  as  determined by a majority of the
members of the Issuer for lease or sale to  prospective  tenants or  purchasers;
and

         WHEREAS,  the  Issuer  proposes  to  acquire,  construct  and equip the
Project (as  hereinafter  defined)  within the Issuer's area of authority and to
lease the same to the Lessee in a manner  consistent  with its stated purpose of
expanding and developing trade, commerce,  industry and employment opportunities
in the County.

         NOW, THEREFORE, in consideration of the respective  representations and
agreements herein contained and such other good and valuable consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  the parties  hereto
agree as  follows  (provided,  that any  obligation  of the  Issuer to pay money
created by or  arising  out of this  Lease  shall be  payable  solely out of the
proceeds  derived from this Lease,  the sale of the Bonds referred to in Section
2.1 hereof,  the insurance and  condemnation  awards as herein  provided and any
other revenues  arising out of or in connection  with its ownership,  leasing or
sale of the Project as hereinafter defined):

                                    ARTICLE I
                                    ---------

                                   DEFINITIONS
                                   -----------

         Section 1.1   DEFINITIONS. In addition to the words and terms elsewhere
defined  herein,  the  following  words and terms as used herein  shall have the
following  meanings  unless the  context  or use  clearly  indicates  another or
different  meaning  or  intent,  and any other  words and terms  defined  in the
Indenture  shall have the same meanings when used



<PAGE>

herein as  assigned  them in the  Indenture  unless the  context or use  clearly
indicates another or different meaning or intent:

         "ACT" means the Development Authorities Law (O.C.G.A. 36-62-1 ET SEQ.),
as now or hereafter amended.

         "ADDITIONAL  BONDS"  means  additional  parity Bonds  authorized  to be
issued by the Issuer pursuant to Section 208 of the Indenture.

         "ADDITIONS" shall have the meaning given in Section 6.1 hereof.

         "AFFILIATE"  means,  with  respect to any Person,  any other Person (i)
directly or indirectly  controlling or controlled by or under direct or indirect
common  control  with such  Person,  or (ii)  directly or  indirectly  owning or
holding  five percent  (5%) or more of the equity  interest in such Person.  For
purposes  of this  definition,  "control"  when used with  respect to any Person
means the power to direct the management  and policies of such Person,  directly
or indirectly,  whether through the ownership of voting securities,  by contract
or  otherwise;  and the  terms  "controlling"  and  "controlled"  have  meanings
correlative to the foregoing.

         "AGREEMENT  TERM"  means the period  beginning  on the date  hereof and
continuing until the expiration of the Lease Term.

         "AUTHORIZED ISSUER  REPRESENTATIVE"  means the person or persons at the
time designated to act on behalf of the Issuer by written certificate  furnished
to the Lessee and the Trustee  containing the specimen  signature of such person
or persons and signed on behalf of the Issuer by its Chairman or Vice  Chairman.
Any such  person  shall be  subject to the  approval  of the Lessee and shall be
replaced by the Issuer upon the written request of the Lessee.

         "AUTHORIZED LESSEE  REPRESENTATIVE"  means the person or persons at the
time designated to act on behalf of the Lessee by written certificate  furnished
to the Issuer and the Trustee  containing the specimen  signature of such person
or persons and signed on behalf of the Lessee by the Chairman of the Board,  the
President or any Vice President of the Lessee.

         "BONDS" means the 2002  Bonds and any Additional  Bonds  issued by  the
Issuer pursuant to the Indenture.

         "BOND FUND" means the fund created by Section 502 of the Indenture.

         "CLOSING DATE" means the date of the original  issuance and sale of the
Bonds.

         "COMPLETION DATE" shall have the meaning given such term in Section 4.5
hereof.

                                       -2-
<PAGE>

         "CONSTRUCTION  FUND"  means  the fund  created  by  Section  602 of the
Indenture.

         "CONSTRUCTION  PERIOD"  means  the  period  between  the  beginning  of
construction  of the Project or the date on which the Bonds are first  delivered
to the  original  purchaser  thereof  (whichever  is  earlier)  and the  Date of
Beneficial Occupancy.

         "COUNTY" means Fulton County,  Georgia, a political  subdivision of the
State of Georgia, and any public entity, body or authority to which is hereafter
transferred or delegated by law the duties, powers, authorities,  obligations or
liabilities of the present political subdivision.

         "DATE OF BENEFICIAL  OCCUPANCY"  shall have the meaning given such term
in Section 4.5 hereof.

         "EQUIPMENT"  means  those  items  of  machinery,  equipment  and  other
tangible personal property acquired with the proceeds from the sale of the Bonds
or the  proceeds  from any payment by the Lessee  pursuant to Section 4.6 hereof
and  installed as part of the Project and any item of  machinery,  equipment and
other tangible personal property acquired and installed in substitution  thereof
and renewals and  replacements  thereof  pursuant to the  provisions of Sections
4.1,  6.2(a),  7.1 and 7.2  hereof,  less such  machinery,  equipment  and other
tangible  personal  property  as may be  released  from this Lease  pursuant  to
Section  6.2(b)  hereof or damaged or destroyed  and not restored as provided in
Section 7.1 or taken by the exercise of the power of eminent  domain as provided
in Section 7.2 hereof, but not including any Excluded Property or any machinery,
equipment and other tangible personal property installed under the provisions of
Section 6.1(b) hereof.

         "EXCLUDED  PROPERTY"  means  all  personal  property  (other  than such
property as is included in the  definition of  Equipment)  and all real property
(other  than  such  property  as is  included  in the  definition  of  Land  and
Improvements) which is not purchased or acquired,  directly or indirectly,  with
the  proceeds of the Bonds or expressly  transferred  to the Issuer by a bill of
sale or similar instrument,  and all renewals and replacements therefor, in each
case whether now owned or hereafter  acquired by the Lessee or any other Person,
and  whether or not  installed  or located on the Land as  described  in Section
6.1(b) hereof.

         "FORCE MAJEURE EVENT" means, without limitation, the following: acts of
God; strikes, lockouts or other industrial disturbances; acts of public enemies;
orders of any kind of the  government  of the  United  States or of the State of
Georgia or any of their  departments,  agencies,  or officials,  or any civil or
military authority;  insurrections;  riots;  epidemics;  landslides;  lightning;
earthquakes;  fire; hurricanes;  storms; floods;  washouts;  droughts;  arrests;
restraint of government and people; civil disturbance;  explosions;  breakage or
accident to machinery,  transmission pipes or canals;  partial or entire failure
of utilities;  or any other cause or event not reasonably  within the control of
the  Lessee.   The  settlement  of  strikes,   lockouts  and  other   industrial
disturbances  shall be entirely

                                      -3-

<PAGE>

within the  discretion  of the Lessee,  and the Lessee  shall not be required to
make  settlement  of strikes,  lockouts  and other  industrial  disturbances  by
acceding to the demands of the opposing  party or parties when such course is in
the judgment of the Lessee unfavorable to the Lessee.

         "GOVERNMENT  OBLIGATIONS"  means (a) direct  obligations  of the United
States of  America  for the  payment  of which the full  faith and credit of the
United  States of  America is  pledged,  or (b)  obligations  issued by a person
controlled  or  supervised  by and  acting as an  instrumentality  of the United
States of  America,  the  payment of the  principal  of,  premium,  if any,  and
interest on which is fully and  unconditionally  guaranteed  as a full faith and
credit obligation by the United States of America.

         "GOVERNMENTAL  AUTHORITY"  means any federal,  state,  local or foreign
court or governmental agency, authority, instrumentality or regulatory body.

         "IMPROVEMENTS"  means those  certain  buildings,  facilities  and other
improvements to real property provided for in the Plans and Specifications which
are  located on the Land and which do not  constitute  a part of the  Equipment,
including, without limitation, all facilities,  roads, parking areas, utilities,
fences,  lighting  and other  site  improvements,  as such may from time to time
exist.

         "ISSUER" means  Development  Authority of Fulton County,  a public body
corporate and politic duly organized and existing under the laws of the State of
Georgia, and its lawful successors and assigns.

         "LAND" means the real estate and interests in real estate  described in
Exhibit "A"  attached  hereto and by this  reference  made a part of this Lease,
plus  such  real  estate  and  interests  in real  estate as may be added to the
provisions of this Lease pursuant to Section 12.5 hereof,  less such real estate
and  interests  in real  estate as may be released  from this Lease  pursuant to
Sections  8.5 and 11.3  hereof or taken by the  exercise of the power of eminent
domain as provided in Section 7.2 hereof.

         "LEASE"  means  this  Lease  Agreement  as it now  exists and as it may
hereafter  be  amended  pursuant  to the terms  hereof  and  Article  XII of the
Indenture.

         "LEASE TERM" means the duration of the Lessee's beneficial occupancy of
the Project as provided in Section 5.1 hereof, including any applicable Extended
Lease Term (as therein defined).

         "LEASEHOLD  MORTGAGE"  shall having the meaning given in Section 8.5(b)
hereof.

         "LESSEE"  means  ADESA  Atlanta,  LLC, a New Jersey  limited  liability
company,  and its successors and assigns  including any surviving,  resulting or
transferee corporation as provided in Section 8.3 hereof.

                                      -4-

<PAGE>

         "MORTGAGE" shall have the meaning given in Section 8.7 hereof.

         "NET PROCEEDS" when used with respect to any insurance or  condemnation
award,  means the gross proceeds from the insurance or  condemnation  award with
respect  to which that term is used  remaining  after  payment  of all  expenses
incurred in the collection of such gross proceeds.

         "PERMITTED  ENCUMBRANCES"  means, as of any particular  time, (a) liens
for ad valorem taxes and special assessments not then delinquent or permitted to
exist as provided in Section 6.3 hereof,  (b) the Lease Documents,  (c) utility,
access and other easements, licenses, rights-of-way,  restrictions, reservations
and  exceptions  which,  according to the  certificate  of an Authorized  Lessee
Representative,  will not  materially  interfere  with or impair the  operations
being  conducted  at the  Project  (or,  if no  operations  are being  conducted
therein,  the operations  for which the Project was designed or last  modified),
(d) unfiled and inchoate  mechanics',  materialmen's  or other similar liens for
construction  work  in  progress,  (e)  mechanics',  laborers',   materialmen's,
suppliers'  and vendors'  liens or other similar  liens in  connection  with the
Project  Construction or the  acquisition,  construction and installation of any
Additions (as defined in Section 6.1 hereof), (f) such defects,  irregularities,
encumbrances,  easements,  rights-of-way  and clouds on title as do not,  in the
aggregate,  and in the opinion of the  Lessee,  materially  impair the  property
affected  thereby for the  purpose  for which it was  acquired or is held by the
Issuer, (g) the rights of sublessees and other tenants having an interest in all
or any portion of the  Project,  and (h) any Lessee  Liens and Issuer  Liens (as
such terms are defined in Section 8.5(b) hereof).

         "PERSON"  means  any  individual,  partnership,  joint  venture,  firm,
corporation,  limited liability company, association,  trust or other enterprise
(whether or not incorporated) or any Governmental Authority.

         "PLANS AND SPECIFICATIONS" means the plans and specifications  prepared
by or on behalf  of the  Lessee  for the  Project,  as the same may be  amended,
modified  or  supplemented  from time to time by the Lessee in  accordance  with
Section 4.1 hereof.

         "PROJECT"  means the facilities,  including the Land, the  Improvements
and  the  Equipment,  acquired  or to be  acquired,  constructed  and  installed
pursuant  to  Plans  and   Specifications,   which   facilities,   as  presently
contemplated,  are generally  described in Exhibit "B" hereto, and all Additions
described  in Section  6.1(b) to the extent the Issuer has  received  the notice
and/or bill of sale or other  transfer  documents  as required by said  Section;
provided,  however,  that the  term  "Project"  and the  lesser  included  terms
"Improvements"  and  "Equipment"  shall not be deemed to include any part of the
Excluded  Property except where those terms are used in the definitions of "Date
of Beneficial Occupancy," "Construction Period," "Plans and Specifications," and
"Project  Costs," in Sections 2.1(a) and 2.1(d) and Article IV hereof and in any
other  provision  of this  Lease  dealing  specifically  with  the  acquisition,
construction, installation or equipping of property.

                                      -5-
<PAGE>

         "PROJECT  CONSTRUCTION"  means the  design,  development,  acquisition,
construction,  installation,  equipping and placing into service of the Project,
including,  without limitation,  the design and construction of all Improvements
and the acquisition, installation and testing of all Equipment.

         "PROJECT COSTS" shall include the following:

                  (a) all  costs of  construction, purchase, or  other forms  of
acquisition;

                  (b) all costs of real or personal  property  required  for the
purpose of the Project and all facilities  related  thereto,  including land and
any rights or undivided interests therein, easements,  franchises, water rights,
fees, permits,  approvals,  licenses,  and certificates and the securing of such
franchises, permits, approvals, licenses and certificates and the preparation of
applications therefor;

                  (c) all machinery, equipment, initial fuel, and other supplies
required for the Project;

                  (d) financing  charges  and  interest  prior  to  the  Date of
Beneficial Occupancy;

                  (e) costs of engineering, architectural and legal services;

                  (f) fees paid to fiscal  agents for financial and other advice
or supervision;

                  (g) costs  of  Plans  and  Specifications  and  all   expenses
necessary or  incidental to the  construction,  purchase or  acquisition  of the
Project or to determining the feasibility or practicability of the Project;

                  (h) any  fund or  funds  for the  creation  of a debt  service
reserve,  a renewal or  replacement  reserve  and such other  reserves as may be
reasonably required by the Issuer with respect to the financing and operation of
the Project and as may be authorized by the Indenture; and

                  (i) administrative  expenses and such other expenses as may be
necessary or  incidental  to the  financing of the Project as  authorized in the
Act.

         The foregoing costs and expenses include costs and expenses incurred by
the  Issuer or the  Lessee  pursuant  to the  Inducement  Agreement  dated as of
October 22, 2002, between the Issuer and the Lessee (the "Inducement Agreement")
and include repayment of any loans made by the Lessee for the advance payment of
any part of such costs, including interest thereon.

                                      -6-
<PAGE>

         "2002  BONDS"  means the Taxable  Economic  Development  Revenue  Bonds
(ADESA Atlanta,  LLC Project) Series 2002,  issued by the Issuer pursuant to the
Indenture.

         Section 1.2  CERTAIN RULES OF INTERPRETATION. The definitions set forth
in Section 1.1 shall be equally applicable to both the singular and plural forms
of the terms therein defined and shall cover all genders.

         "Herein," "hereby," "hereunder," "hereof," "hereinbefore," hereinafter"
and other  equivalent words refer to this Lease and not solely to the particular
Article, Section or subdivision hereof in which such word is used.

         Reference  herein to an Article number (e.g.,  Article IV) or a Section
number  (e.g.,  Section  6.8)  shall  be  construed  to be a  reference  to  the
designated  Article  number or section  number  hereof unless the context or use
clearly indicates another or different meaning or intent.

         The table of contents, titles and headings of the articles and sections
of this Lease  Agreement have been inserted for  convenience  and reference only
and are not to be  considered  a part  hereof and shall not in any way modify or
restrict any of the terms or provisions  hereof and shall never be considered or
given  any  effect  in  construing  this  Lease or any  provision  hereof  or in
ascertaining intent, if any question of intent should arise.

         This Lease and all the terms and  provisions  hereof shall be liberally
construed  to  effectuate  the  purposes  set forth  herein and to  sustain  the
validity of this Lease.

                                   ARTICLE II
                                   ----------

                                 REPRESENTATIONS
                                 ---------------

         Section  2.1 REPRESENTATIONS  BY THE  ISSUER.  The  Issuer  makes   the
following  representations  as the basis for the undertakings on its part herein
contained:

                  (a) The Issuer is a public body  corporate  and  politic  duly
organized and existing  under the provisions of the Act. Under the provisions of
the Act, the Issuer has the power to enter into the transactions contemplated by
this Lease and to carry out its obligations hereunder. The Issuer has determined
by majority vote of its members that the Project  constitutes a "project" within
the  meaning  of the Act.  By  proper  corporate  action,  the  Issuer  has duly
authorized the execution and delivery of this Lease.

                  (b) The Issuer  proposes to acquire,  construct  and equip the
Project in accordance with the Plans and  Specifications,  and proposes to lease
the Project to the Lessee,  all for the purpose of  promoting  trade,  commerce,
industry and employment opportunities in the County and the State of Georgia.

                                      -7-
<PAGE>

                  (c) The Bonds are to be issued under the  Indenture,  pursuant
to which the  Issuer's  interest in this Lease and the rents and other  revenues
derived by the Issuer from its  ownership  and  leasing of the  Project  will be
assigned  and pledged to the  Trustee,  all as  security  for the payment of the
principal of, premium, if any, and interest on the Bonds.

         Section  2.2  REPRESENTATIONS  BY THE  LESSEE.  The  Lessee  makes  the
following  representations  as the basis for the undertakings on its part herein
contained:

                  (a) The Lessee, a limited liability company duly incorporated,
existing  and in good  standing  under the laws of the State of New Jersey,  and
qualified to do business  under the laws of the State of Georgia,  has the power
to enter into this Lease and to perform its obligations  contained  herein,  and
has been duly authorized to execute and deliver this Lease.

                  (b) The  Lessee  is not  subject  to any  provision  under its
Certificate of Formation,  as amended or its Operating Agreement, as amended, or
any contractual  limitation or provision of any nature  whatsoever  which in any
way limits,  restricts or prevents the Lessee from  entering  into this Lease or
performing any of its obligations hereunder.

                  (c) All of the Project will be located in the County.


                                   ARTICLE III
                                   -----------

                                DEMISING CLAUSES
                              AND WARRANTY OF TITLE
                              ---------------------

         Section 3.1  DEMISE OF THE PROJECT.  Commencing on the Closing Date and
during the Lease Term, the Issuer agrees to demise and lease to the Lessee,  and
the Lessee hereby agrees to lease from the Issuer, the Project at the rental set
forth in Section 5.3 hereof and in accordance with the provisions of this Lease,
subject to Permitted Encumbrances.

         Section 3.2  WARRANTY OF TITLE. The  Issuer  acknowledges  that it  has
received  from the Lessee a Limited  Warranty  Deed with respect to the Land and
warrants for itself and its successors and assigns to the Lessee, its successors
and assigns,  that the Issuer has not and shall not take any actions which would
result in the  imposition  of any liens or  encumbrances  on the Land except (i)
Permitted  Encumbrances or (ii) those liens or  encumbrances  created by or with
the written consent of the Lessee.

         Section 3.3  QUIET  ENJOYMENT.  The Issuer covenants and agrees that it
will  warrant  and  defend  the  Lessee in the  quiet  enjoyment  and  peaceable
possession of the

                                      -8-

<PAGE>

Project  free from all claims of all Persons  claiming by or through the Issuer,
throughout  the Lease Term, so long as the Lessee shall  perform the  covenants,
conditions  and  agreements to be performed by it  hereunder,  or so long as the
period for remedying any default in such performance shall not have expired.

                                   ARTICLE IV
                                   ----------

                   COMMENCEMENT AND COMPLETION OF THE PROJECT;
                     ISSUANCE OF THE BONDS; ADDITIONAL BONDS
                     ---------------------------------------

         Section 4.1  AGREEMENT TO CONSTRUCT AND EQUIP THE PROJECT;  APPOINTMENT
OF LESSEE AND  CONSTRUCTION AGENT.

         (a) The Issuer, to the maximum  extent  permitted by law, hereby makes,
constitutes and appoints the Lessee as its true,  lawful and exclusive agent for
the Project  Construction,  and the Lessee hereby accepts such agency to act and
do all things on behalf of the Issuer,  to exercise  all  rights,  remedies  and
powers of the Issuer in connection therewith, including, without limitation, the
following:

             (i)    negotiate,  enter into, perform  and  enforce all contracts,
purchase or supply  orders and other  arrangements  with  respect to the Project
Construction  (collectively,  the  "Construction  Contracts")  on such terms and
conditions as are customary and reasonable  under the  circumstances  and as are
reasonably  consistent  with local and national  standards  and  practices  with
respect to similar facilities;

             (ii)   apply  for  and  obtain in  its own name or the  name of the
Issuer all necessary permits, licenses,  consents,  approvals,  entitlements and
other  authorizations which may be required for the Project Construction and the
use and occupancy of the Project or any part thereof;

             (iii)  supervise  or  negotiate,  enter  into,  perform and enforce
contracts for the supervision of the Project Construction;

             (iv)   prepare, execute and  file with the Trustee all requisitions
and other  requests  required under the terms hereof and of the Indenture and to
obtain and use monies in the Construction  Fund for the payment or reimbursement
of Project Costs; and

             (v)    maintain the Plans and Specifications and adequate books and
records with respect to the Project Construction.

         The Issuer hereby  ratifies and confirms all actions of the Lessee with
respect to the Project prior to the date hereof.  This appointment of the Lessee
to act as agent and all authority  hereby  conferred or granted is conferred and
granted  irrevocably,  until  all  activities  in  connection  with the  Project
Construction shall have been completed, and

                                      -9-

<PAGE>

shall not be  terminated  prior  thereto  unless by the mutual  agreement of the
Issuer and the Lessee.

         (b) The Issuer agrees that it will enter into, or accept the assignment
of, such Construction Contracts as the Lessee may request in order to effectuate
the purposes of this Section;  provided that, unless waived by the Issuer,  each
such Construction Contract shall be expressly non-recourse to the Issuer.

         (c) The Lessee agrees to  use its best  efforts to cause  the Plans and
Specifications  to be  prepared  and  completed  as soon as  practicable  and in
accordance with the requirements of all applicable Governmental Authorities.  In
addition, to the extent not covered by said Plans and Specifications, the Lessee
agrees to prepare the list of Equipment  for  installation  in the Project which
Equipment  shall be necessary or  desirable in the  discretion  of the Lessee in
connection  with the use,  occupancy  and  operation of the Project.  The Issuer
agrees  that the  Lessee  may at any time  and  from  time to time,  in its sole
discretion,  change the Plans and  Specifications;  provided,  however,  no such
change or changes  shall  singly or in the  aggregate  result in the Project not
constituting  a "project" as defined in the Act or shall,  without prior written
notice to the Issuer,  substantially  change the character of the Project or the
type of business operations to be conducted at the Project. The Improvements and
the Equipment shall be titled in the name of the Issuer and subject to the terms
of this Lease.

         (d) The Lessee agrees to  use its best efforts to (i) cause the Project
Construction to be commenced as promptly as practicable  after the Closing Date,
(ii)  to  continue  said  Project  Construction  with  all  reasonable  dispatch
thereafter, and (iii) to cause said Project Construction to be completed as soon
as practicable. Notwithstanding anything else herein contained, the Lessee shall
not be deemed in default of its duties and  obligations  under this  Section 4.1
during any period that the Lessee is unable, in whole or part, to carry out such
duties and  obligations  by reason of a Force  Majeure  Event.  If said  Project
Construction is not completed within the time herein contemplated there shall be
no  resulting  liability on the part of the Issuer or the Lessee and there shall
be no diminution or postponement in the payment of the rents required in Section
5.3 hereof by the Lessee.

         (e) Upon  the  request  of  the Lessee, the  Issuer  will assign to the
Lessee  all  warranties  and  guaranties  of  all  contractors,  subcontractors,
suppliers,  architects and engineers for the  furnishing of labor,  materials or
equipment or supervision or design in connection with the Project and any rights
or causes of action  arising  from or  against  any of the  foregoing  under the
Construction Contracts or otherwise.

         Section 4.2  AGREEMENT  TO  ISSUE  THE   BONDS;  APPLICATION  OF   BOND
PROCEEDS; ADDITIONAL BONDS.

         (a) In order to provide  funds for payment of  the  Project Costs,  the
Issuer agrees that it will sell,  issue and cause to be  delivered,  pursuant to
the Indenture, the 2002

                                      -10-

<PAGE>

Bonds, bearing interest,  maturing and having the other terms and provisions set
forth in the  Indenture.  Upon receipt of the proceeds  derived from the sale of
2002  Bonds,  the  Issuer  will  cause  said  proceeds  to be  deposited  in the
Construction Fund.

         (b) The Issuer agrees  to authorize  the  issuance of  Additional Bonds
upon the terms and conditions  provided herein and in the Indenture.  Additional
Bonds may be authorized for the purpose of financing Project Costs to the extent
such  costs  exceed  the  amount in the  Construction  Fund,  such  excess to be
evidenced  by a  certificate  signed by the  Authorized  Lessee  Representative,
subject to the  limitations  contained in Section 208 of the  Indenture.  If the
Lessee is not in default hereunder, the Issuer agrees, on request of the Lessee,
from time to time,  to use its best  efforts to issue  Additional  Bonds in such
amounts,  maturing on such  dates,  bearing  such rate or rates of interest  and
redeemable  at such  times and prices as may be  specified  by the Lessee and as
shall be permitted  within the limits and under the conditions  specified  above
and in the  Indenture;  provided,  that (i) the Lessee and the Issuer shall have
entered  into  an  amendment  to  this  Lease  or a  separate  lease  containing
substantially  the same  terms as this  Lease to  provide  for the  lease of any
additional  properties not constituting  Excluded  Property to the Lessee and to
include a  description  of such  additional  properties,  to provide  for rental
payments  to be paid by the Lessee to the Issuer as shall be  sufficient  to pay
the principal of and premium,  if any, and interest on the  Additional  Bonds as
provided to be paid in the  supplemental  bond  resolution  with respect to such
Additional  Bonds,  and to extend  the Lease  Term or in the case of a  separate
lease,  provide  for a lease term of at least ten years if the  maturity  of any
Additional  Bonds would occur after the  expiration of the Lease Term,  and (ii)
the Issuer shall have  otherwise  complied with the  provisions of the Indenture
with respect to the issuance of such  Additional  Bonds.  Any  amendment to this
Lease  entered  into  pursuant  to clause (i) above will  provide  that any such
additional  properties  shall be included under this Lease upon terms equivalent
to those  pertaining  to the Project.  The Issuer will deposit the proceeds from
the sale of  Additional  Bonds in the same manner as provided in  paragraph  (a)
above.

         (c) Upon request of the Lessee,  the Issuer agrees to authorize and use
its best efforts to issue,  and if issued to deposit the proceeds  from the sale
of, any  refunding  bonds for the purpose of  refunding  all or a portion of the
outstanding Bonds.

         Section 4.3  DISBURSEMENTS   FROM   THE   CONSTRUCTION   FUND. In   the
Indenture, the Issuer has authorized and directed the Trustee that moneys in the
Construction  Fund shall be used to pay the Project  Costs,  or to reimburse the
Issuer or the Lessee for any Project Costs paid or incurred by the Issuer or the
Lessee either  before or after  execution of this Lease and delivery of the 2002
Bonds. Such payments shall be made by the Trustee upon receipt of a requisition,
signed by the  Authorized  Lessee  Representative,  stating with respect to each
payment to be made:

         (1) the requisition number;

                                      -11-
<PAGE>

         (2) if other than the Lessee, the  name  and address of  the person  to
whom payment is due;

         (3) the amount to be paid; and

         (4) that each  obligation  mentioned therein constitutes a Project Cost
and has not been the basis of any previous requisition.

         In the Indenture, the  Issuer  has  authorized and  directed  that  all
moneys remaining in the Construction  Fund (including  moneys earned pursuant to
the  provisions  of Section  4.8  hereof)  upon  receipt  by the  Trustee of the
Construction Completion Certificate described in Section 4.5(b) hereof, shall at
the written  direction of the Lessee, be (i) used by the Issuer for the purchase
of Bonds for the purpose of  cancellation;  or (ii) paid into the Bond Fund;  or
(iii) a combination of (i) and (ii) as is provided in such  direction,  provided
that amounts approved by the Authorized Lessee  Representative shall be retained
in the  Construction  Fund  (whether  or not then on deposit or to be  deposited
pursuant to a subsequent  requisition) for payment of Project Costs not then due
and payable.  Any balance remaining of such retained funds after full payment of
all such Project Costs shall be used by the Trustee as directed by the Lessee in
the manner specified in clauses (i), (ii) and (iii) of this paragraph.

         In making any  such payment from the Construction Fund, the Trustee may
rely on any such requisitions and certificates  delivered to it pursuant to this
Section and the  Trustee  shall be relieved  of all  liability  with  respect to
making such  payments in  accordance  with such  requisitions  and  certificates
without inspection of the Project or any other investigation.

         Section 4.4  OBLIGATION  OF  THE  PARTIES  TO  COOPERATE IN  FURNISHING
DOCUMENTS TO TRUSTEE.  The Issuer and the Lessee  agree to  cooperate  with each
other in  furnishing  to the  Trustee the  documents  referred to in Section 4.3
hereof that are required to effect payments out of the Construction Fund, and to
cause such  requisitions  to be directed to the Trustee as may be  necessary  to
effect  payments out of the  Construction  Fund in  accordance  with Section 4.3
hereof.

         Section 4.5  ESTABLISHMENT  OF  COMPLETION DATE AND  DATE OF BENEFICIAL
OCCUPANCY.  The  Completion  Date  shall  be  evidenced  to  the  Trustee  by  a
certificate executed by the Authorized Lessee  Representative (the "Construction
Completion  Certificate")  stating that as of a date  certain  (the  "Completion
Date") the Project  Construction  was  completed  and that the Issuer and/or the
Lessee  received  all  consents,  approvals  or other  licenses  for  applicable
Governmental  Authorities  required for the use,  occupancy and operation of the
Project. The Construction  Completion  Certificate shall be delivered within ten
(10) days of the Completion Date as determined by the Lessee.

         The Date of Beneficial Occupancy shall be evidenced to the Trustee by a
certificate  signed by the Authorized  Lessee  Representative  (the  "Beneficial
Occupancy

                                      -12-
<PAGE>

Certificate")  stating that the Date of  Beneficial  Occupancy  has occurred and
specifying said date. The "Date of Beneficial Occupancy" shall mean the earliest
to  occur  of (i)  the  Completion  Date or (ii)  the  day on  which  commercial
operations at the Project have begun. The Beneficial Occupancy Certificate shall
be delivered  within ten (10) days of the date of the  occurrence of the Date of
Beneficial Occupancy.

         Notwithstanding the  foregoing, the Construction Completion Certificate
and the Beneficial Occupancy Certificate shall state that they are given without
prejudice to any rights of the Issuer or the Lessee  against third parties which
exist on the date of such certificate or which may subsequently come into being.
The Issuer and the Lessee agree to cooperate in causing such  certificates to be
furnished to the Trustee.

         Section 4.6  LESSEE REQUIRED TO PAY CONSTRUCTION AND EQUIPMENT COSTS IN
EVENT  CONSTRUCTION  FUND  INSUFFICIENT. In   the   event  the   moneys  in  the
Construction  Fund  available  for  payment of the Project  Costs  should not be
sufficient to pay such costs in full and the Lessee has not  requested  that the
Issuer issue  Additional  Bonds for such purpose,  the Lessee agrees to complete
the Project Construction and to pay all that portion of the Project Costs as may
be in excess of the moneys  available  therefor or in the  Construction  Fund by
making payments  directly to the  construction  contractor or contractors or the
suppliers of materials  and  equipment as the same shall become due or by paying
into the Construction Fund the moneys necessary to complete the Project in which
case the Issuer will proceed to complete the Project  Construction  and the cost
thereof will be paid from the  Construction  Fund.  The Issuer does not make any
warranty, either express or implied, that the moneys which will be paid into the
Construction  Fund and  which,  under  the  provisions  of this  Lease,  will be
available  for payment of the Project  Costs will be  sufficient to pay all such
Project Costs.  The Lessee agrees that if, after exhaustion of the moneys in the
Construction  Fund,  the Lessee  should pay any  portion  of the  Project  Costs
pursuant  to the  provisions  of this  Section,  it shall not be entitled to any
reimbursement  therefor  from the Issuer or from the Trustee or from the holders
of any of the Bonds (except to the extent that Additional Bonds may be issued to
pay such excess Project Costs) nor shall it be entitled to any diminution of the
rents  payable under Section 5.3 hereof.  All Land,  Improvements  and Equipment
acquired with funds provided by the Lessee as provided herein shall be titled in
the name of the Issuer and subject to the terms of this Lease.

         Section 4.7  ISSUER  TO  PURSUE  REMEDIES   AGAINST   CONTRACTORS   AND
SUBCONTRACTORS AND THEIR SURETIES.  In the event of any default of any supplier,
contractor or  subcontractor  under any  Construction  Contract  entered into in
connection  with the Project  Construction or in the event of breach of warranty
with respect to any material,  workmanship or performance guaranty,  the Issuer,
at the  request  and sole  cost of the  Lessee,  will  promptly  proceed  either
separately or in conjunction with others,  to exhaust the remedies of the Issuer
against any defaulting  supplier,  contractor or  subcontractor  and against any
surety thereof or for the  performance  of any contract made in connection  with
the Project.  Unless the Lessee  shall  request the Issuer to proceed in another
manner,  the Issuer shall  proceed,  in connection  with any such default,  only
through the Lessee as

                                      -13-

<PAGE>

agent  for the  Issuer;  and the  Lessee,  as such  agent and in the name of the
Issuer,  shall prosecute,  defend or settle any action or proceeding or take any
other action  involving any such supplier,  contractor,  subcontractor or surety
which the Lessee deems  reasonably  necessary.  Any amounts  recovered by way of
damages,  refunds,  adjustments  or otherwise in  connection  with the foregoing
prior to the Completion Date shall be paid into the Construction  Fund and after
the  Completion  Date shall be applied in the manner  specified  in Section  4.3
hereof.

         Section 4.8  INVESTMENT OF  CONSTRUCTION  FUND  AND  BOND  FUND  MONEYS
PERMITTED.  Any moneys held as a part of the Construction  Fund or the Bond Fund
shall be invested or  reinvested  by the  Trustee  upon the written  request and
direction of the Lessee in only those investments permitted under the Indenture.
Notwithstanding the foregoing,  the Issuer acknowledges and agrees that pursuant
to the Bond Purchase Agreement, payment of the Bonds may be made in installments
commencing on the Closing Date.

                                    ARTICLE V
                                    ---------

                          EFFECTIVE DATE OF THIS LEASE;
                    DURATION OF LEASE TERM; RENTAL PROVISIONS
                    -----------------------------------------

         Section 5.1  EFFECTIVE DATE OF THIS LEASE, DURATION OF  LEASE TERM. The
agreements contained in this Lease shall become effective and the Agreement Term
shall begin as of the dated date hereof. The Lease Term shall not commence until
the Date of  Beneficial  Occupancy.  Unless  sooner  terminated  or  extended in
accordance  with the  provisions  of this  Lease,  this Lease and the Lease Term
shall expire at midnight on the tenth  anniversary  of the  thirty-first  day of
December  of the  year  immediately  following  the  year in  which  the Date of
Beneficial  Occupancy occurs;  provided,  however,  if for any reason the entire
Project has not been  transferred  to the Lessee  pursuant to Article XI hereof,
then the Lease Term shall  continue  until such Project has been so  transferred
(such  period  after the  Stated  Termination  Date  shall  herein be called the
"Extended Lease Term").

         Section 5.2  DELIVERY AND ACCEPTANCE OF POSSESSION. The  Issuer  agrees
to deliver to the Lessee sole and exclusive  possession of the Project  (subject
to the right of the  Issuer  or the  Trustee  to enter  thereon  for  inspection
purposes  and to the other  provisions  of  Section  8.2  hereof) on the Date of
Beneficial  Occupancy and the Lessee agrees to accept  possession of the Project
upon such  delivery;  provided,  however,  that the Lessee shall be permitted to
enter the Project prior to the Date of  Beneficial  Occupancy for the purpose of
fulfilling its duties and obligations as agent for the Issuer in connection with
the  Project  Construction  as  provided in Article IV hereof and to install and
maintain its own equipment..

                                      -14-

<PAGE>

         Section 5.3  RENTS AND OTHER AMOUNTS PAYABLE.

         (a) The Lessee shall make payments to the  Trustee during the Agreement
Term for the  account  of the  Issuer in such  amounts  and at such times as are
sufficient  to pay (i) the  principal  of and  premium,  if  any,  on the  Bonds
(whether  due and  payable at maturity  or upon the  redemption  (in whole or in
part) or acceleration  of the Bonds) and (ii) accrued  interest on the Bonds. In
any event each rental  payment under this Section shall be sufficient to pay the
total amount of the principal of, premium,  if any, and interest  payable on the
Bonds and if at any time the  balance in the Bond Fund is  insufficient  to make
required payments of the principal of, premium,  if any, and interest due on the
Bonds on such date, the Lessee shall forthwith pay any such deficiency.

         Anything herein to the contrary notwithstanding, any amount at any time
deposited in the Bond Fund shall be credited against the next succeeding payment
and shall  reduce the payment to be made by the Lessee to the extent such amount
is in excess of the amount required for payment of the principal of and premium,
if any, on Bonds theretofore  called for redemption and past due interest in all
cases where such Bonds have not been presented for payment;  and further, if the
amount held by the Trustee in the Bond Fund should be  sufficient  to pay at the
times required the principal of, premium, if any, and interest on the Bonds then
remaining unpaid, the Lessee shall not be obligated to make any further payments
under the provisions of this Section.

         The payments due and payable during the Extended Lease Term (as defined
in Section 5.1 hereof) shall be $1.00 per year.

         (b) The Lessee agrees  to  pay to  the Trustee (to the extent not  paid
from the  Construction  Fund)  until the  principal  of,  premium,  if any,  and
interest on the Bonds shall have been fully paid,  its  reasonable and necessary
fees, charges and expenses  (including  reasonable fees and expenses of counsel)
as provided in the Indenture,  as and when the same become due. In addition, the
Lessee agrees to pay the reasonable and necessary fees,  charges and expenses of
the  Trustee  appointed  with the consent of the Lessee in  accordance  with the
Indenture.  The Lessee may, without creating a default  hereunder,  withhold any
payment  required  to be made under this  subsection  (b) in order to contest in
good faith the validity,  necessity or reasonableness of any such fees,  charges
or expenses.

         (c) The Lessee agrees  to  pay  the reasonable and  necessary  expenses
(including  attorneys'  fees and expenses)  not  otherwise  provided for in this
Lease,  which may be incurred by the Issuer,  or for which the Issuer may in any
way  become  liable,  as a result  of  issuing  any of the  Bonds,  the  Project
Construction  and the leasing of the Project to the Lessee,  or being a party to
this Lease or the Indenture, or issuing the Bonds.

         (d) In the event the Lessee should  fail to make  any of  the  payments
required in this Section,  the item or  installment so in default shall continue
as an obligation of the Lessee until the amount in default shall have been fully
paid, and the Lessee agrees to pay

                                      -15-

<PAGE>

the same with interest  thereon at the rate of interest borne by the Bonds until
paid.  The  provisions  of this Section  shall be subject to the  provisions  of
Section 9.7 hereof.

         Section 5.4  PLACE OF PAYMENTS. The  payments  provided for in  Section
5.3(a)  hereof shall  either be paid  directly to the Trustee for the account of
the Issuer and  deposited in the Bond Fund or be paid  directly to the holder or
holders of Bonds in accordance with a home office payment agreement entered into
pursuant  to Section  202(c) of the  Indenture.  The  payments  provided  for in
Section 5.3(b) and (c) hereof shall be paid directly to the parties to whom such
payments are due.

         Section 5.5  OBLIGATIONS OF LESSEE HEREUNDER UNCONDITIONAL. Subject  to
the provisions of Section 9.7 hereof,  the obligations of the Lessee to make the
payments  required in Section 5.3(a) hereof shall be absolute and  unconditional
and shall not be subject to  diminution by set-off,  counterclaim,  abatement or
otherwise. Until such time as the principal of, premium, if any, and interest on
the Bonds shall have been fully paid or provision for the payment  thereof shall
have been made in accordance with the Indenture, the Lessee (i) will not suspend
or discontinue any payments  provided for in Section 5.3(a) hereof except to the
extent the same have been prepaid,  and (ii) except as provided in Sections 11.1
and 11.5 hereof, will not terminate the Agreement Term for any cause, including,
without  limiting  the  generality  of the  foregoing,  failure of the Issuer to
complete the Project Construction,  failure of the Issuer's title to the Project
or any part thereof,  any acts or circumstances  that may constitute  failure of
consideration,  eviction or constructive  eviction,  destruction of or damage to
the Project,  commercial  frustration of purpose, any change in the tax or other
laws of the United States of America or of the State of Georgia or any political
subdivision  of either  thereof or any  failure  of the  Issuer to  perform  and
observe any agreement,  whether  express or implied,  or any duty,  liability or
obligation  arising out of or connected  with this Lease.  Nothing  contained in
this Section  shall be construed to release the Issuer from the  performance  of
any of the agreements on its part herein contained;  and in the event the Issuer
should fail to perform any such  agreement on its part, the Lessee may institute
such  action  against  the  Issuer as the Lessee  may deem  necessary  to compel
performance  or recover its damages  for  nonperformance  so long as such action
shall not do violence to the  agreements on the part of the Lessee  contained in
the preceding  sentence.  The Lessee may, however,  at its own cost and expenses
and in its own name or in the name of the Issuer, prosecute or defend any action
or proceeding or take any other action  involving third persons which the Lessee
deems reasonably necessary in order to insure the acquisition,  construction and
equipping  of the  Project  or to secure  or  protect  its right of  possession,
occupancy  and use  hereunder,  and in such  event the Issuer  hereby  agrees to
cooperate  fully with the Lessee and to take all action  necessary to effect the
substitution  of the Lessee for the Issuer in any such action or  proceeding  if
the Lessee shall so request.

                                      -16-

<PAGE>

                                   ARTICLE VI
                                   ----------

                           MAINTENANCE, MODIFICATIONS,
                               TAXES AND INSURANCE
                               -------------------

         Section 6.1  MAINTENANCE AND MODIFICATIONS OF PROJECT BY LESSEE.

         (a) The Lessee agrees  that during the  Lease Term  it  will at its own
expense (i) keep the Project in as reasonably  safe  condition as its operations
shall  permit and (ii) keep the  Improvements  and the  Equipment  and all other
facilities  and  improvements  forming a part of the Project in reasonably  good
repair and in good operating condition.

         (b) The Lessee may from time to time, in its sole discretion and at its
own expense,  make any additions,  modifications or improvements to the Project,
including  (i) the  acquisition  of  additional  real  property or any interests
therein,  (ii)  the  acquisition,   construction  and  equipping  of  additional
buildings,  utilities, parking facilities and other improvements on or under the
Land, and (iii) the  installation of additional  machinery,  equipment and other
tangible  personal  property in the  Project,  on the Land or in any  additional
buildings and improvements (collectively,  the "Additions");  provided, however,
no such Additions  shall  materially  impair the effective use of the Project or
result in any part of the Project  not being a  "project"  within the meaning of
the  Act.  The  Lessee  shall  furnish  to the  Issuer  the  plans  for any such
Additions.  The Issuer  shall not be  obligated  to pay any costs or expenses in
connection  with the design,  acquisition,  construction  or installation of any
such Additions.

         At any  time and  from  time to time, the  Lessee  may elect by  giving
notice thereof to the Issuer to include any such  Additions or portions  thereof
as a part of the Project (collectively,  herein called "Project  Improvements");
provided  that to the  extent any such  Project  Improvements  include  personal
property,  such notice shall be  accompanied  by a bill of sale,  assignment  or
other  instrument   transferring  title  thereof  to  the  Issuer.  No  transfer
instrument  shall be  required  in the case of the  Project  Improvements  which
constitute  real  property and upon the giving of such notice to the Issuer such
Project  Improvements  shall be deemed a part of the  Project  and titled in the
name of the Issuer. If no such notice is given by the Lessee to the Issuer, such
Additions shall be deemed Excluded Property.

         Any  such Additions constituting Excluded  Property, may be  removed by
the  Lessee at any time and from time to time;  provided  that any damage to the
Project  occasioned  by such removal  shall be repaired by the Lessee at its own
expense.  All  Excluded  Property,  whether or not  installed  in the Project or
located on or adjacent to the Land,  shall remain the sole property of the owner
thereof  in which  the  Issuer  shall  not have any  interest,  and shall not be
subject to the provisions of this Lease or the  Indenture.  The Issuer agrees to
execute and deliver at the request of the Lessee or any other  Person  having an
interest in the Project or any part  thereof  any  landlord's  waivers and other

                                      -17-

<PAGE>

releases in connection with the  acquisition,  construction  and installation of
such Excluded Property.

         Nothing contained in  the preceding  provisions of  this Section 6.1(b)
shall  prevent the Lessee from  granting  any deeds to secure  debt,  mortgages,
security  agreements or other similar liens or encumbrances or entering into any
sale/leaseback  transactions with respect to any Additions  (whether in the form
of a conditional  sale,  financing  lease or otherwise) and the Issuer agrees to
execute  and  deliver at the  request of the  Lessee any  instruments,  waivers,
releases,  financing  statements or other documents  necessary or appropriate to
confirm any such grant.  These  provisions shall be in addition to the rights of
the Lessee set forth in Sections 8.5 and 8.7 hereof.

         (c) Subject to the Lessee's  usual safety and  security requirements of
persons located on the Land, the Issuer,  the Trustee and their  respective duly
authorized agents shall have the right, upon giving the Lessee at least 48 hours
prior written notice,  to enter upon any part of the Land during normal daylight
business hours, and examine and inspect the same as may be reasonably  necessary
for the  purpose of  determining  whether the Lessee is in  compliance  with its
obligations  under this  Section 6.1;  provided  that no such  inspection  shall
interfere with the business operations at the Project.

         Section 6.2  REMOVAL OF EQUIPMENT. The  Issuer  shall not be under  any
obligation  to renew,  repair or replace  any  inadequate,  obsolete,  worn out,
unsuitable,  undesirable  or  unnecessary  Equipment.  In any instance where the
Lessee in its sole discretion determines that any items of Equipment have become
inadequate,  obsolete,  worn out,  unsuitable,  undesirable or unnecessary,  the
Lessee may remove such items of Equipment  and (on behalf of the Issuer),  sell,
trade-in,  exchange  or  otherwise  dispose  of them (as a whole or in part) and
retain all proceeds or consideration  received in connection  therewith  without
any  responsibility or  accountability to the Issuer therefor,  provided that in
the event that any such removal  shall result in the Project not being deemed to
constitute a "project"  under the Act, the Lessee  shall  substitute  (either by
direct  payment  of the costs  thereof or by  advancing  to the Issuer the funds
necessary  therefor) and install other  machinery or equipment or otherwise take
such additional  actions which would cause the Project to constitute a "project"
under the Act.

         The removal from the Project of any  portion of the Equipment  pursuant
to the  provisions of this Section shall not entitle the Lessee to any abatement
or diminution in amount of the rents payable under Section 5.3 hereof.

         The Lessee  will  not remove  or  permit the  removal  of  any  of  the
Equipment  except in accordance  with the  provisions  of this  Section.  At the
request of the Lessee, the Issuer shall execute such bills of sale,  releases or
other  documents  reasonably  required by the Lessee in order to accomplish  any
sale,  trade-in,  exchange or other  disposition  of Equipment  pursuant to this
Section.

                                      -18-
<PAGE>

         Section 6.3  TAXES, OTHER GOVERNMENTAL CHARGES AND UTILITY CHARGES.

         (a) The Issuer and  the Lessee  acknowledge that  under  present law no
part of the Project  owned by the Issuer will be subject to ad valorem  taxation
by the State of Georgia or by any political or taxing subdivision  thereof,  and
that under  present  law the income and  profits (if any) of the Issuer from the
Project  are not  subject  to either  Federal or  Georgia  taxation.  The Issuer
further acknowledges that it has entered into this Lease to enable the Lessee to
enjoy a  reduction  in ad valorem  taxation  afforded  by the  reduced  value of
Lessee's  interest in the Project,  as set forth in that certain  Memorandum  of
Agreement  Regarding Lease  Structure and Valuation of Leasehold  Interest among
the  Issuer,  the Lessee  and the  Fulton  County  Board of Tax  Assessors  (the
"Property Tax Memorandum").  Pursuant to the Property Tax Memorandum, the Issuer
agrees  that the Lessee  will not be  required  to make any  payments in lieu of
taxes or other similar payments,  provided that the Lessee will pay, as the same
respectively become lawfully due and payable,  (i) all ad valorem taxes assessed
with respect to the Lessee's  leasehold interest in the Project during the Lease
Term;  (ii) all taxes and  governmental  charges of any kind  whatsoever upon or
with  respect  to the  Project or any  machinery,  equipment  or other  property
installed  or  brought by the Lessee  therein  or  thereon  (including,  without
limiting the generality of the foregoing,  any taxes levied upon or with respect
to the income or profits of the Issuer from the Project which, if not paid, will
become a lien on the Project or a charge on the revenues and receipts  therefrom
prior to or on a parity  with the lien or  charge  of the  Indenture;  (iii) all
utility and other charges incurred in the operation, maintenance, use, occupancy
and upkeep of the Project; and (iv) all assessments and charges lawfully made by
any governmental body for public improvements that may be secured by lien on the
Project;   provided,   that  with  respect  to  special   assessments  or  other
governmental  charges that may lawfully be paid in installments over a period of
years,  the  Lessee  shall be  obligated  to pay only such  installments  as are
required to be paid during the Lease Term.

         (b) It is the understanding and intent of the parties that the Issuer's
acquisition of title to the Project, including but not limited to the Equipment,
shall be solely for the  purpose of leasing  the same to the Lessee  pursuant to
the terms  hereof.  It is further  the  understanding  and intent of the parties
that,  for purposes of the sales and use taxes  imposed by Article 8 of Title 48
of the Official Code of Georgia Annotated, the conveyance to the Issuer of title
to the Project or any portion thereof by the Lessee as contemplated herein shall
not be a taxable  transaction  for sales and use tax purposes in accordance with
the holding of FOOTPRESS CORPORATION V. STRICKLAND,  242 Ga. 686, 251 S.E.2d 278
(1978).

         (c) The Lessee may, at its  own expense and in  its own name and behalf
or in the name and behalf of the Issuer,  in good faith  contest any such taxes,
assessments and other charges and, in the event of any such contest,  may permit
the taxes, assessments or other charges so contested to remain unpaid during the
period of such contest and any appeal therefrom. The Issuer will cooperate fully
with the Lessee in any such contest.

                                      -19-
<PAGE>

         Section 6.4  INSURANCE AND INDEMNITY.

         (a) During the Project Construction  and throughout the Agreement Term,
the Lessee shall, in its own name or in the name of the Issuer, keep the Project
continuously  insured  against such risks and in such amounts as are customarily
insured  against  by the Lessee and in such  amounts as is  consistent  with the
Lessee's  customary  practices,  paying as the same  become due all  premiums in
respect  thereto;  provided that the Lessee may satisfy the requirements of this
Section through  self-insurance  in accordance  with its customary  practices at
other  locations.  Any  policies of  insurance  so obtained by the Lessee  shall
include the Issuer as a named  insured,  as its  interest  may  appear,  if such
endorsement is obtainable  and customary.  The Lessee may, in its own name or in
the name of the Issuer,  prosecute or defend any action or  proceeding,  or take
any other action involving claims against the carrier of the insurance  required
hereby,  including  the  settlement  of such  claims,  which  the  Lessee  deems
necessary or desirable under the circumstances.

         (b) The Lessee  shall also  indemnify  and  defend  the Issuer and  the
Trustee,  and  their  respective  officers,  directors,   employees  and  agents
(collectively the "Indemnified Parties" or individually an "Indemnified Party"),
and hold the same  harmless  against all  liabilities,  loses,  suits,  actions,
damages,  penalties,  costs and expenses  (collectively,  "Indemnified  Losses")
incurred in  connection  with or with respect to (i) the issuance or sale of the
Bonds, (ii) the Project  Construction,  or (iii) the operation of the Project by
the Lessee; provided, however, that the indemnification required by this Section
6.4 shall not include  indemnification for Indemnified Losses resulting directly
or indirectly from the gross negligence,  bad faith or willful misconduct of any
Indemnified  Party; and provided,  further,  that the indemnity provided in this
Section shall be effective only to the extent of any Indemnified  Loss in excess
of the Net Proceeds of any insurance carried with respect to the loss sustained.
Unless  the Lessee  shall  request  an  Indemnified  Party to proceed in another
manner,  an Indemnified Party shall proceed in connection with any claim against
which  indemnification is provided  hereunder,  only through the Lessee as agent
for such Indemnified  Party unless there is a conflict;  and the Lessee, as such
agent and in the name of such Indemnified Party, shall defend or settle any such
claim, action or proceeding or take any other action with respect thereto as the
Lessee shall deem reasonably necessary and appropriate.

         (c) The provisions of this Section 6.4 shall survive the termination of
this Agreement and the Indenture and the resignation or removal of the Trustee.

         Section 6.5  ADVANCES BY ISSUER OR TRUSTEE. In   the  event the  Lessee
shall (i) fail to maintain the insurance coverage required by Section 6.4 hereof
or (ii) fail to correct or repair any  hazardous  condition at the Project which
poses an immediate threat of injury to or death of any Person,  and such failure
shall  continue  for thirty (30) days after  receipt of written  notice from the
Issuer or the Trustee demanding that such failure be remedied and indicating the
intent of such party to cure such  failure at the  expense  of the  Lessee,  the
Issuer or the Trustee may (but unless satisfactorily  indemnified shall be under
no

                                      -20-

<PAGE>

obligation to) take out the required  policies of insurance and pay the premiums
on the same or take appropriate actions to correct such hazardous condition; and
all amounts so advanced  therefor,  by the Issuer or the Trustee shall become an
additional obligation of the Lessee to said party, which amounts,  together with
interest  thereon  at the  rate of  interest  borne by the  Bonds  from the date
thereof, the Lessee agrees to pay.


                                   ARTICLE VII
                                   -----------

                      DAMAGE, DESTRUCTION AND CONDEMNATION
                      ------------------------------------

         Section 7.1  DAMAGE AND DESTRUCTION. Unless  the Lessee shall  elect to
exercise  its option to purchase  the  Project  pursuant  to the  provisions  of
Section 11.1 hereof,  if prior to full  payment of the Bonds (or  provision  for
payment  thereof  having  been made in  accordance  with the  provisions  of the
Indenture)  the Project is destroyed (in whole or in part) or is damaged by fire
or other  casualty  all Net Proceeds of  insurance  received by the Issuer,  the
Lessee or the Trustee resulting from claims for such losses shall be paid to the
Lessee and applied in one or more of the following  ways at the sole  discretion
of the Lessee:

         (a) The restoration by the  Lessee, as agent for and  on behalf of  the
Issuer, of the property damaged or destroyed to substantially the same condition
as it existed prior to the event causing such damage or  destruction,  with such
changes, alterations, and modifications (including the substitution and addition
of other  property)  as may be  desired  by the  Lessee  and will not impair the
utility of the Project; or

         (b) Payment into the Bond Fund to  be applied by the Trustee toward the
redemption of the principal of any of the Bonds,  in whole or in part,  together
with accrued interest thereon to the date of redemption; or

         (c) Payment to the Lessee for any other purpose.

         The Lessee shall not be obligated to report the use of such proceeds to
the Issuer or the Trustee or to make any  accounting  with respect to the use of
any such Net Proceeds.  The Issuer hereby  makes,  constitutes  and appoints the
Lessee as its agent with power of  substitution,  and the Lessee hereby  accepts
such  agency,  to repair,  rebuild or restore the  property  damaged as provided
above.

         Section 7.2  CONDEMNATION. Unless the  Lessee  shall elect  to exercise
its option to purchase the Project  pursuant to the  provisions  of Section 11.1
hereof,  if prior to full payment of the Bonds (or provision for payment  having
been made in accordance  with the provisions of the Indenture)  title to, or the
temporary  use of, the  Project  or any part  thereof  shall be taken  under the
exercise  of the  power of  eminent  domain by any  governmental  body or by any
person,  firm  or  corporation  acting  under  governmental  authority,  the Net
Proceeds received by the Issuer, the Lessee, the Trustee or any of them,

                                      -21-

<PAGE>

from any award made in such  eminent  domain  proceedings,  shall be paid to the
Lessee and applied in one or more of the following  ways at the sole  discretion
of the Lessee:

         (a) The restoration of the improvements of the Project to substantially
the same  condition as they  existed  prior to the exercise of the said power of
eminent domain, with such changes, alterations, and modifications (including the
substitution and addition of other property) as may be desired by the Lessee and
will not impair the utility of the Project;

         (b) The acquisition, by  the Issuer  at the  request of the  Lessee  of
other machinery,  equipment or other tangible personal property suitable for the
Lessee's  operation of the Project (which property shall be deemed a part of the
Project and available for use and occupancy by the Lessee without the payment of
any rent other than herein provided to the same extent as if such other property
were  specifically  described  herein and demised hereby);  provided,  that such
property  shall be  acquired by the Issuer  subject to no liens or  encumbrances
other than those approved by the Lessee.

         (c) Payment into the Bond Fund to be  applied by the Trustee toward the
redemption  of the  principal of the Bonds,  in whole or in part,  together with
accrued interest thereon to the date of redemption; or

         (d) Payment to the Lessee for any other purpose.

         The Lessee  shall not  be  obligated  to  report to  the Issuer or  the
Trustee or to make any accounting therefor.

         The Issuer shall cooperate  fully with  the Lessee in the  handling and
conduct of any  prospective or pending  condemnation  proceeding with respect to
the Project or any part  thereof and will,  to the extent it may lawfully do so,
permit the Lessee to litigate in any such  proceeding  in the name and behalf of
the Issuer.  In no event will the Issuer  voluntarily  settle, or consent to the
settlement of, any prospective or pending  condemnation  proceeding with respect
to the Project or any part thereof without the written consent of the Lessee.

         Section 7.3  CONDEMNATION OF EXCLUDED PROPERTY. The Lessee  shall  also
be entitled to the Net  Proceeds of any  condemnation  award or portion  thereof
made for damages to or takings of its own  property or for damages on account of
the taking of or  interference  with the Lessee's  rights to possession,  use or
occupancy of the Project.

                                      -22-

<PAGE>

                                  ARTICLE VIII
                                  ------------

                                SPECIAL COVENANTS
                                -----------------

         Section 8.1  NO WARRANTY OF  DESIGN, CONDITION  OR  SUITABILITY  BY THE
ISSUER.  THE ISSUER  MAKES NO  WARRANTY,  EITHER  EXPRESS OR IMPLIED,  AS TO THE
DESIGN OR  CONDITION OF THE PROJECT OR THAT IT WILL BE SUITABLE FOR THE LESSEE'S
PURPOSES OR NEEDS.

         Section 8.2  INSPECTION OF  THE  PROJECT. During  the  Lease  Term, the
Lessee  agrees  that upon  receipt  by the  Lessee  of at least two days'  prior
written notice from the Issuer,  the Issuer and its duly  authorized  agents who
are  reasonably  acceptable to the Lessee shall have the right at all reasonable
times during business  hours,  subject to the Lessee's usual safety and security
requirements,  to enter upon the Land and to examine  and  inspect  the  Project
without interference or prejudice to the Lessee's operations.

         Section 8.3  LESSEE TO MAINTAIN ITS EXISTENCE; CONDITIONS  UNDER  WHICH
EXCEPTIONS PERMITTED. The Lessee agrees that during the  Agreement Term it  will
maintain  its  existence,  will not  dissolve  or  otherwise  dispose  of all or
substantially  all of its  assets  and will not  consolidate  with or merge into
another Person or permit one or more other Persons to consolidate  with or merge
into  it;  provided,  that the  Lessee  may,  without  violating  the  agreement
contained in this  Section,  consolidate  with or merge into  another  Person or
permit  one or more  other  Persons  to  consolidate  with or merge  into it, or
transfer all or substantially  all of its assets to another Person,  but only on
condition that the Person resulting from or surviving such merger (if other than
the Lessee) or  consolidation  or the Person to which such  transfer is made (i)
shall  expressly  assume and agree in writing  to  perform  all of the  Lessee's
obligations  under this Lease,  and (ii) if an entity,  shall be  organized  and
existing  under the laws of one of the states of the United States of America or
the  District of Columbia or, if not,  shall  appoint and maintain a local agent
for service of process in the State of Georgia.

         Section 8.4  QUALIFICATION IN GEORGIA. The Lessee covenants that  it is
and  throughout  the Agreement  Term it will continue to be either  organized or
qualified to do business under the laws of the State of Georgia.

         Section 8.5  GRANTING OF EASEMENTS AND LEASEHOLD MORTGAGES.

         (a) The Lessee may at any time or times cause to be  granted easements,
licenses,  rights-of-way (temporary or perpetual and including the dedication of
public  highways) and other rights or privileges in the nature of easements with
respect to any property  included in the Project,  or the Lessee may cause to be
released  existing  easements,  licenses,  rights-of-way  and  other  rights  or
privileges  in the  nature of  easements,  held  with  respect  to any  property
included in the Project with or without consideration and the Issuer agrees that
at the  request  of the  Lessee it shall  execute  and

                                      -23-

<PAGE>

deliver any instrument  necessary or appropriate to confirm and grant or release
any such easements, license, right-of-way or other right or privilege.

         (b) The Lessee shall at all times and from  time to time have the right
to encumber all of the Lessee's  right,  title and interest  under this Lease by
mortgage, deed to secure debt, security agreement,  assignment or other security
instrument,  including, without limitation,  assignment of the rents, issues and
profits  from  the  Project,  as  security  for any  debt of the  Lessee,  (such
mortgage,  deed to secure debt or other instrument(s) being hereinafter referred
to as a  "Leasehold  Mortgage",  and  the  holder(s)  from  time to time of such
Leasehold Mortgage being hereinafter referred to as a "Leasehold Mortgagee").

         In the event that a Leasehold  Mortgagee shall provide the  Issuer  and
the Trustee with written  notice of its name and address (a "Notice of Leasehold
Mortgage"),  then,  following  receipt by the Issuer of such Notice of Leasehold
Mortgage and for so long as such Leasehold  Mortgage shall remain unsatisfied of
record or until written notice of  satisfaction  of such  Leasehold  Mortgage is
given by the Leasehold  Mortgagee to the Issuer,  the provisions of this Section
8.5 shall apply to each such Leasehold  Mortgagee.  Upon written request of such
Leasehold  Mortgagee,  the  Issuer  shall  acknowledge  receipt  of a Notice  of
Leasehold  Mortgage by an instrument  in recordable  form provided to the Issuer
and the Trustee by the Leasehold Mortgagee.  In the event of any assignment of a
Leasehold  Mortgage  or in the  event  of a change  of  address  of a  Leasehold
Mortgagee or of an assignee of such Leasehold  Mortgagee  written notice of such
new name and/or address shall be promptly provided to the Issuer.

         No cancellation, rejection, surrender, amendment or modification (other
than by  expiration  of the Lease  Term) of this  Lease or release of the Lessee
hereunder shall be effective as to any Leasehold  Mortgagee  (provided that such
Leasehold  Mortgagee has given a Notice of Leasehold  Mortgage) unless consented
to in writing by such Leasehold  Mortgagee.  Without  limiting the generality of
the  foregoing,  no  rejection  of this  Lease  by  Lessee  or by a  trustee  in
bankruptcy  for the Lessee  shall be  effective  as to any  Leasehold  Mortgagee
(provided  that  such  Leasehold  Mortgagee  has  given a  Notice  of  Leasehold
Mortgage) unless consented to in writing by such Leasehold Mortgagee.

         The Issuer and the Trustee shall, on serving the Lessee with any notice
of any default under this Lease, simultaneously serve a copy of such notice upon
each Leasehold  Mortgagee  (provided  that such Leasehold  Mortgagee has given a
Notice of Leasehold Mortgage).  No such notice by the Issuer to the Lessee shall
be deemed to have been duly given  unless and until a copy  thereof  has been so
provided to every Leasehold  Mortgagee in the manner  specified herein (provided
that such Leasehold  Mortgagee has given a Notice of Leasehold  Mortgage).  From
and after the date such  notice has been given to a  Leasehold  Mortgagee,  each
such Leasehold  Mortgagee shall have the same period,  after its receipt of such
notice,  for remedying any default  specified in such notice or causing the same
to be remedied as is given to the Lessee  after the giving of such notice to the
Lessee to  remedy,  commence  remedying  or cause to be  remedied  the  defaults
specified  in

                                      -24-

<PAGE>

any such notice,  but Leasehold  Mortgagee shall in no manner be obligated to do
so. The Issuer and the Trustee  shall accept such cure by or at the  instigation
of the Leasehold  Mortgagee as if the same had been performed by the Lessee. The
Lessee hereby  authorizes each Leasehold  Mortgagee to take any such action that
such  Leasehold  Mortgagee  deems  necessary  to cure any such  default and does
hereby authorize entry upon the Project by each such Leasehold Mortgagee for the
purpose of curing such defaults.

         (c) In  the  event  that  the  Issuer or  the  Trustee shall  elect  to
terminate  this Lease by reason of any  default of the Lessee  under  Article X,
such Leasehold  Mortgagee shall have the right,  which right shall be exercised,
if at all,  within fifteen (15) days after such Leasehold  Mortgagee is notified
of the  Issuer's  election to  terminate  the Lease,  to postpone and extend the
specified  date for the  termination of this Lease as fixed by the Issuer in its
notice of  termination  for a period of not more than six (6)  months,  provided
that such Leasehold  Mortgagee shall,  during such six (6) month period, (A) pay
or cause to be paid any Annual Rental and other payments and charges as the same
become due and  continue  its good faith  efforts to perform all of the Lessee's
other obligations  under this Lease,  excepting (i) obligations of the Lessee to
satisfy or otherwise  discharge any lien, charge or encumbrance against Lessee's
interest  in this  Lease or the  Project  provided  that  such  lien,  charge or
encumbrance  is  junior in  priority  to the lien of the  mortgage  held by such
Leasehold  Mortgagee and does not effect the Issuer's fee simple interest in the
Project,  and  (ii)  past  non-monetary  obligations  then  in  default  and not
reasonably  susceptible of being cured by such Leasehold  Mortgagee,  and (B) if
not enjoined or stayed,  take steps to acquire or sell the Lessee's  interest in
this Lease by foreclosure of the Leasehold  Mortgage or other  appropriate means
and prosecute the same to completion with due diligence.

         If at the end of such six (6) month  period such Leasehold Mortgagee is
complying with the immediately  preceding paragraph and such Leasehold Mortgagee
is  prohibited  by any process or  injunction  issued by any court of  competent
jurisdiction  or by reason of any action in any court of competent  jurisdiction
from commencing or prosecuting  foreclosure or other appropriate  proceedings in
the  nature  thereof,  this  Lease  shall not then  terminate,  and the time for
completion by such Leasehold Mortgagee of its proceedings shall continue so long
as such Leasehold  Mortgagee is enjoined or stayed and thereafter for so long as
such  Leasehold  Mortgagee  proceeds  in good  faith and with due  diligence  to
complete  steps  to  acquire  or sell the  Lessee's  interest  in this  Lease by
foreclosure of the Leasehold Mortgage or by other appropriate means.  Nothing in
this  paragraph,  however,  shall be  construed  to extend this Lease beyond the
original  Lease  Term,  nor  to  require  a  Leasehold   Mortgagee  to  continue
foreclosure  proceedings  after a default has been cured. In the event that such
default  shall be cured  and the  Leasehold  Mortgagee  shall  discontinue  such
foreclosure  proceedings,  this Lease shall continue in full force and effect as
if the Lessee had not defaulted under this Lease.

         In the event that a  Leasehold Mortgagee  complies with this subsection
8.5(c) and Leasehold  Mortgagee  acquires the Lessee's  right title and interest
herein by foreclosure or

                                      -25-

<PAGE>

otherwise,  then, upon the acquisition of the Lessee's right, title and interest
herein by such Leasehold  Mortgagee or its designee,  or any other  purchaser or
assignee at a foreclosure  sale or otherwise,  this Lease shall continue in full
force and effect as if the Lessee had not defaulted under this Lease.

         The granting of a Leasehold Mortgage shall not be deemed to  constitute
an  assignment  or  transfer  of this Lease or of the  leasehold  estate  hereby
created,  and any conveyance of the leasehold  estate created hereby from Lessee
to a  Leasehold  Mortgagee  by  foreclosure  or  otherwise,  or  from  Leasehold
Mortgagee  as  attorney-in-fact  of the Lessee to a purchaser  at a  foreclosure
sale,  shall not be deemed to constitute an assignment or transfer of this Lease
or of the  leasehold  estate  hereby  created  requiring  the  assumption of the
obligations  of the Lessee  hereunder,  but such  purchaser  or assignee of this
Lease and of the leasehold  estate hereby created shall be deemed to have agreed
to perform all of the terms,  covenants and conditions on the part of the Lessee
to be  performed  hereunder  from  and  after  the  date  of such  purchase  and
assignment.  Upon such  conveyance,  the Issuer and the Trustee shall  recognize
such  Leasehold  Mortgagee,  or any other  purchaser or assignee,  as the Lessee
hereunder. From and after the date of such sale or assignment, the holder of any
Leasehold  Mortgage then existing or thereafter  placed on the leasehold  estate
hereby created shall be considered a Leasehold Mortgagee as contemplated by this
Lease, and the Leasehold  Mortgagee  thereunder shall be entitled to receive the
benefit of any and all  provisions  of this Lease  intended for the benefit of a
Leasehold  Mortgagee,  subject to the  obligations  and duties of the  Leasehold
Mortgagee under this Lease.

         (d) In  the  event  that this Lease is  terminated  as a  result of any
default  by  the  Lessee  hereunder  or  any  other  cause  (including,  without
limitation,  a rejection  of this Lease by the  Lessee's  trustee in  bankruptcy
pursuant  to  11 U.S.C. Section 365  or  any equivalent  provision of  law), the
Issuer shall provide each  Leasehold  Mortgagee  (provided  that such  Leasehold
Mortgagee has given a Notice of Leasehold Mortgage) with written notice that the
Lease has been terminated,  together with a statement of all sums which would at
that time be due under  this  Lease but for such  termination,  and of all other
defaults,  if any,  then known to the Issuer.  The Issuer shall enter into a new
lease  (hereinafter  referred  to as the "New  Lease") of the  Project  with any
Leasehold  Mortgagee or its designee for the remainder of the term of this Lease
with  the  same  covenants,   conditions  and  agreements  (including,   without
limitation,  any and all options to extend or renew the term of this Lease,  but
excluding  any  requirements  which have been  satisfied  by the Lessee prior to
termination)  as are  contained  herein,  subject only to (i) the  conditions of
title as the Project are subject to on the date of the execution of the original
Lease,  (ii) the right, if any, of any parties then in possession of any part of
the Project by, through or under Lessee,  and (iii) the lien and  encumbrance of
any security  instrument  encumbering  the  Issuer's fee simple  interest in the
Project  upon  receipt by the Issuer of a written  request  from such  Leasehold
Mortgagee on or before sixty (60) days after the date of the Issuer's  notice of
termination given pursuant to this subsection 8.5(d) and thereafter,  the lessee
under the New Lease shall have the same right,  title and interest in and to the
Project as

                                      -26-

<PAGE>

the Lessee had under this Lease.  The  obligations of the Issuer to enter into a
New Lease shall be subject to the following conditions:

             (i)    Such Leasehold Mortgagee or its designee  shall pay or cause
to be paid to the Issuer at the time of the  execution  and delivery of such New
Lease any and all sums which would at the time of execution and delivery thereof
be due pursuant to this Lease but for such termination and, in addition thereto,
all reasonable expenses,  including reasonable attorney's fees, which the Issuer
shall  have  incurred  by  reason of the  Lessee's  default  of which  Leasehold
Mortgagee has been notified and provided an  opportunity  to cure as required by
this Lease, and such termination and the execution and delivery of the New Lease
and which have not otherwise  been received by the Issuer from the Lessee or any
other party in interest under the Lessee.  Upon the execution of such New Lease,
the Issuer  shall allow the Lessee named  therein as an offset  against the sums
otherwise due under this  subsection  8.5(d),  an amount equal to the net income
derived  by the Issuer  from the  Project  during  the  period  from the date of
termination  of this  Lease  to the  date of  beginning  of the term of such New
Lease; and

             (ii)   Such  Leasehold Mortgagee  or its  designees shall agree  to
cure any defaults of the Lessee under the  terminated  Lease of which the Issuer
shall have notified  Leasehold  Mortgagee  other than a default  existing  under
subsections 10.01(c), (d) or (e) hereof.

         The new lessee under such New Lease shall, upon  entering into such New
Lease,  acquire all of the right, title and interest of the Lessee in and to any
and all subleases of all or any part of the Project.

         (e) So  long  as  any  Leasehold Mortgage is  in existence, unless  all
Leasehold Mortgagees shall otherwise expressly consent in writing, the fee title
to the Project and the leasehold  estate of the Lessee herein  created shall not
merge but shall remain separate and distinct, notwithstanding the acquisition of
said fee title and said leasehold estate by the Issuer or by the Lessee, or by a
third party, by purchase or otherwise.

         (f) Notices from the Issuer to  the Leasehold Mortgagee shall be mailed
to the address  furnished the Issuer  pursuant to Notice of Leasehold  Mortgage,
and those from the  Leasehold  Mortgagee  to the  Issuer  shall be mailed to the
address  designated  pursuant to the  provisions  of Section 12.1 of this Lease.
Such  notices,  demands and requests  shall be given in the manner  described in
Section  12.1 of this  Lease  and  shall  in all  respects  be  governed  by the
provisions of that section.

         (g) The Issuer shall, on request in  connection with  the  financing or
refinancing  of  the  Lessee's  leasehold  interest  in  the  Project,  execute,
acknowledge and deliver to a Leasehold  Mortgagee an agreement,  prepared at the
sole cost and  expense of the  Lessee,  in form  satisfactory  to the  Leasehold
Mortgagee  and the  Issuer  among  the  Issuer,  the  Lessee  and the  Leasehold
Mortgagee,  agreeing to all the provisions of this Article XI. In

                                      -27-

<PAGE>

addition,  the Lessee shall  reimburse the Issuer for any reasonable  attorneys'
fees and expenses actually incurred in reviewing such agreement.

         Section 8.6  WAIVER OF LANDLORD'S LIEN.

         (a) The Issuer hereby waives any right to distrain Excluded Property or
any other  personal  property of the Lessee or any other  Person  which does not
constitute a part of the Project,  and any landlord's  lien or similar lien upon
Lessee and any landlord's lien or similar lien upon Excluded Property, any other
personal property of Lessee or any other Person and any alterations belonging to
any Person,  regardless of whether such lien is created by statute or otherwise.
The Issuer  agrees,  at the  request of the  Lessee,  to execute a waiver of any
landlord's  or similar lien for the benefit of any present or future holder of a
security  interest  in, or lessor of, any of the  Excluded  Property,  any other
personal property of any Person or any alterations belonging to any Person.

         (b) The Issuer acknowledges, and agrees in  the future  to  acknowledge
(in a written form reasonably  satisfactory to the Lessee),  to such Persons, at
such times and for such purposes as the Lessee may reasonably request,  that any
property  included in Excluded  Property is not subject to this Lease and do not
constitute  fixtures or  improvements  (regardless  of whether or to what extent
such Excluded  Property is affixed to the  Project),  and that the Issuer has no
right, title or interest in or to any Excluded Property.

         Section 8.7  GRANTING OF MORTGAGES BY ISSUER. Upon the written  request
of the Lessee and with the consent of the holders of not less than a majority in
the aggregate principal amount of the Bonds then outstanding,  the Issuer agrees
to execute and  deliver to any Person  specified  by the Lessee (a  "Mortgagee")
with or without receipt of consideration and at all times and from time to time,
any  mortgage,  deed to secure debt,  security  agreement,  assignment  or other
security  instrument  (herein called a "Mortgage")  encumbering the Issuer's fee
simple  interest in the Project as security  for any debt of Lessee or any other
Person.

         In  addition, upon  the  written  request of  the Lessee  and with  the
consent of the holders of not less than a majority in aggregate principal amount
of the Bonds then  outstanding,  the Issuer and the  Trustee  shall  execute and
deliver  such   subordination   agreements,   consents  or  other  documents  or
instruments  in recordable  form having the effect of  subordinating  all or any
part of their  respective  interests  in the  Project,  this Lease and the Trust
Estate to the interests of the holder or holders of any Mortgage.

         Section 8.8  ESTOPPEL CERTIFICATES. The  Issuer and  the Trustee shall,
without  charge,  at any time and from time to time  hereafter,  within five (5)
days after written request of the Lessee to do so, certify by written instrument
duly  executed  and  acknowledged  to  any  Leasehold  Mortgagee,  Mortgagee  or
purchaser, or proposed Leasehold Mortgagee,  Mortgagee or proposed purchaser, or
any other  Person,  firm or  corporation  specified in such  request:  (i) as to
whether this Lease has been  supplemented

                                      -28-

<PAGE>

or amended, and if so, the substance and manner of such supplement or amendment;
(ii) as to the  existence  of any default  hereunder  known to the Issuer or the
Trustee;  (iii) as to the  existence of any offsets,  counterclaims  or defenses
hereto on the part of the Lessee known to the Issuer or the Trustee;  (iv) as to
the  commencement  and expiration dates of the term of this Lease; and (v) as to
any other matters as may be reasonably so requested. Any such certificate may be
relied upon by the Lessee and any other person,  firm or corporation to whom the
same may be addressed,  and the contents of such certificate shall be binding on
the  Issuer  and the  Trustee  as to the  Lessee  and the  addressee(s)  of such
certificate.

         Section 8.9  AUTHORIZED   ISSUER   REPRESENTATIVE.   Unless   otherwise
specified  herein,  whenever  under the  provisions  hereof the  approval of the
Issuer is  required or the Issuer is required to take some action at the request
of the  Lessee,  such  approval  may be made or such  action may be taken by the
Authorized  Issuer  Representative;  and the  Lessee  or the  Trustee  shall  be
authorized  to act on any such  approval or action and the Issuer  shall have no
complaint  against  the  Lessee or the  Trustee  as a result of any such  action
taken.

         Section 8.10 AUTHORIZED   LESSEE   REPRESENTATIVE.   Unless   otherwise
specified  herein,  whenever  under the  provisions  hereof the  approval of the
Lessee is  required or the Lessee is required to take some action at the request
of the  Issuer,  such  approval  may be made or such  action may be taken by the
Authorized  Lessee  Representative;  and the  Issuer  or the  Trustee  shall  be
authorized  to act on any such  approval or action and the Lessee  shall have no
complaint  against  the  Issuer or the  Trustee  as a result of any such  action
taken.

                                   ARTICLE IX
                                   ----------

                        ASSIGNMENT, SUBLEASING, PLEDGING
                            AND SELLING; REDEMPTION;
                          RENT PREPAYMENT AND ABATEMENT
                          -----------------------------

         Section 9.1  ASSIGNMENT AND SUBLEASING. This Lease may  be  assigned in
whole or in part, and the Project may be subleased as a whole or in part, by the
Lessee without the necessity of obtaining the consent of the Issuer, the Trustee
or any other Person;  provided,  however, except as provided below no assignment
(other than pursuant to Section 8.3 hereof) or sublease shall relieve the Lessee
from primary liability for any of its obligations  hereunder.  The Lessee agrees
to cause any  sublessee  of the  Project or any  portion  thereof to operate the
Project as a "project" as defined in the Act. Notwithstanding the foregoing, the
Lessee shall be relieved of liability hereunder in the event of an assignment of
its interest in this Agreement if (i) the assignee  expressly assumes and agrees
in writing to perform all of the Lessee's  obligations under this Lease and (ii)
if the assignee is a foreign Person (i.e. a natural Person residing  outside the
United States of America or an entity not organized and existing  under the laws
of one of

                                      -29-

<PAGE>

the states of the United  States of America or the District of  Columbia),  such
Person  shall  appoint and maintain an agent for service of process in the State
of Georgia.

         Section 9.2  ASSIGNMENT AND PLEDGE OF REVENUES BY  ISSUER. Pursuant  to
the  Indenture,  the Issuer has  assigned and pledged its interest in any moneys
receivable  under this Lease,  excluding  payments  pursuant to Sections 5.3(b),
5.3(c) and 6.4 hereof, as security for the payment of the principal of, premium,
if any,  and  interest on the Bonds,  but such  assignment  and pledge  shall be
subject and subordinate to this Lease.

         Section 9.3  RESTRICTIONS ON  SALE  OF PROJECT  BY  ISSUER. The  Issuer
agrees that,  except as otherwise  expressly  permitted  under the terms of this
Lease or the Indenture, it will not sell, assign, transfer or convey the Project
during the  Agreement  Term and that it will not take any other action which may
reasonably  be construed as tending to cause or induce the levy or assessment of
additional ad valorem  taxes on the Project.  If the laws of Georgia at the time
shall permit such action to be taken,  nothing  contained in this Section  shall
prevent the  consolidation  of the Issuer with, or merger of the Issuer into, or
transfer of the Project as an entirety to, any public corporation whose property
and income are not  subject to taxation  and which has  corporate  authority  to
carry on the business of owning and leasing the Project;  provided,  (i) that no
such  action  shall be taken  without the prior  written  consent of the Lessee,
unless  such  action  shall be  required  by law,  and (ii)  that  upon any such
consolidation, merger or transfer, the due and punctual payment of the principal
of, premium, if any, and interest on the Bonds according to their tenor, and the
due and punctual performance and observance of all the agreements and conditions
of this Lease to be kept and performed by the Issuer, shall be expressly assumed
in writing by the  corporation  resulting from such  consolidation  or surviving
such merger or to which the Project shall be transferred as an entirety.

         Section 9.4  REDEMPTION OF BONDS. The Issuer, at  the  request  at  any
time of the Lessee and if the same are then redeemable, shall forthwith take all
steps that may be necessary  under the applicable  redemption  provisions of the
Indenture to effect redemption of all or part of the then outstanding  Bonds, as
may be specified by the Lessee,  on the earliest  redemption  date on which such
redemption  may be made  under  such  provisions  or upon  the  date set for the
redemption by the Lessee pursuant to Sections 7.1, 7.2 or 11.1 hereof or Article
III of the Indenture.

         Section 9.5  PREPAYMENT OF RENTS. There  is expressly  reserved to  the
Lessee the right,  and the Lessee is authorized and permitted at any time it may
choose,  to prepay all or any part of the rents  payable  under  Section  5.3(a)
hereof,  and the Issuer agrees to accept such  prepayment of rents when the same
are tendered by the Lessee. All rents so prepaid shall be credited on the rental
payments specified in Section 5.3(a) hereof, in the order of their due dates and
at the election of the Lessee shall be used for the  redemption  of  outstanding
Bonds in the manner and to the extent provided in the Indenture.

         Section 9.6  PRESENTMENT  OF   BONDS   FOR   CANCELLATION.  The  Lessee
expressly  reserves the right and is authorized to present any principal  amount
of  Bonds  to  the  Issuer

                                      -30-

<PAGE>

or the Trustee for  cancellation.  If all of the outstanding Bonds are presented
to the Issuer or the Trustee for cancellation,  then, upon payment to the Issuer
or the Trustee of any amounts  payable to the Issuer due  hereunder  (other than
the payments  pursuant to Section 5.3(a)  hereof),  this Lease may be terminated
upon  notice  given  pursuant  to Section  11.5(b)  hereof.  If a portion of the
Outstanding  Bonds are presented to the Issuer or the Trustee for  cancellation,
the  resulting  reduction in the amount of Bonds  outstanding  shall entitle the
Lessee to an  appropriate  reduction in the payments  required by Section 5.3(a)
hereof on all  succeeding  rental  payment  dates.  All Bonds so  presented  and
canceled shall thereafter no longer be considered outstanding for any purpose of
the Indenture or this Lease, including the calculation of payments under Section
5.3(a)  hereof.  The Lessee  may  present  Bonds for  partial  cancellation  and
reissuance  of  new  Bonds  for  the  portions  not  canceled,  or  for  partial
cancellation and notation thereof on such Bonds, such notation to be made on the
Table of Partial  Redemptions  on such Bonds in the same manner as provided  for
partial redemptions in Section 306 of the Indenture.

         Section 9.7  LESSEE ENTITLED  TO CERTAIN  RENT ABATEMENTS IF BONDS PAID
PRIOR TO MATURITY. If at any time the aggregate moneys in the Bond Fund shall be
sufficient to retire in accordance  with the  provisions of the Indenture all of
the  Bonds at the time  outstanding,  and to pay all  fees  and  charges  of the
Trustee  due or to become due through the date on which the last of the Bonds is
retired under  circumstances not resulting in termination of the Lease Term, and
if the Lessee is not at the time  otherwise in default  under Article VI hereof,
the Lessee  shall be  entitled  to use and occupy the  Project  from the date on
which such  aggregate  moneys are in the hands of the  Trustee to and  including
midnight on the last day of the Lease  Term,  without the payment of the amounts
required by Section  5.3(a) during that interval (but otherwise on the terms and
conditions hereof).

         Section 9.8  REFERENCE  TO BONDS  INEFFECTIVE  AFTER BONDS  PAID.  Upon
payment in full of the Bonds (or provision for payment  thereof having been made
in accordance  with the provisions of the Indenture) and all fees and charges of
the Trustee,  all references in this Lease to the Bonds shall be ineffective and
the holders of any of the Bonds shall not thereafter have any rights  hereunder,
saving and excepting those that shall have theretofore  vested.  For purposes of
this Lease,  the Bonds shall be deemed fully paid when so paid  according to the
provisions of Article IX of the Indenture.

                                    ARTICLE X
                                    ---------

                         EVENTS OF DEFAULT AND REMEDIES
                         ------------------------------

         Section 10.1 EVENTS OF DEFAULT DEFINED. The following  shall be "events
of default" under this Lease and the terms "event of default" or "default" shall
mean,  whenever  they are used in this Lease,  any one or more of the  following
events:

                 (a)  Failure by the Lessee to pay  when due the  portion of the
payments required to be paid under Section 5.3(a) hereof representing payment of
the principal of,

                                      -31-

<PAGE>

and premium,  if any, on the Bonds and the  continuance  thereof for a period of
ten (10)  calendar  days after  receipt by the Lessee of written  notice of such
failure;

                 (b)  Failure by the Lessee to  pay when due  the portion of the
payments required to be paid under Section 5.3(a) hereof  representing  payments
of interest on the Bonds,  and the continuance  thereof for a period of ten (10)
calendar days after receipt by the Lessee of written notice of such failure;

                 (c)  Failure by the Lessee to observe and perform any covenant,
condition or agreement  on its part to be observed or  performed,  other than as
referred to in subsections  (a) and (b) of this Section,  for a period of thirty
(30) days after written notice specifying such failure and requesting that it be
remedied,  given to the Lessee by the Issuer,  unless the Issuer  shall agree in
writing to an extension of such time prior to its expiration; provided, however,
if the failure stated in such notice cannot  practically be corrected within the
applicable  period,  it shall not be an event of default if the Lessee initiates
appropriate  corrective  measures  during  such  period  and such  measures  are
thereafter diligently pursued by the Lessee;

                 (d)  A  proceeding  or  case shall  be  commenced, without  the
application  or  consent of the  Lessee in any court of  competent  jurisdiction
seeking (i) liquidation, reorganization,  dissolution, winding-up or composition
or adjustment of debts of Lessee,  (ii) the appointment of a trustee,  receiver,
custodian,  liquidator  or the like of the  Lessee or of all or any  substantial
part  of its  assets,  or  (iii)  similar  relief  under  any  law  relating  to
bankruptcy, insolvency, reorganization,  winding-up or composition or adjustment
of debts, and such proceeding or cause shall continue undismissed,  or an order,
judgment,  or decree approving or ordering any of the foregoing shall be entered
and shall  continue in effect for a period of ninety (90) days;  or an order for
relief against the Lessee shall be entered  against the Lessee in an involuntary
case under the United States  Bankruptcy Code (as now or hereafter in effect) or
other  applicable  law and shall  continue in effect for a period of ninety (90)
days; or

             (e) The  Lessee  shall admit  in writing its  inability to pay  its
debts  generally  as they  become  due or shall  file a  petition  in  voluntary
bankruptcy  or  shall  make  any  general  assignment  for  the  benefit  of its
creditors,  or shall consent to the  appointment of a receiver or trustee of all
or substantially  all of its property,  or shall commence a voluntary case under
the United States Bankruptcy Code (as now or hereafter in effect), or shall file
in any court of competent  jurisdiction a petition  seeking to take advantage of
any other law relating to bankruptcy, insolvency, reorganization,  winding-up or
composition  or adjustment of debts,  or shall fail to controvert in a timely or
appropriate manner, or acquiesce in writing to, any petition filed against it in
an involuntary case under such United States Bankruptcy Code or other applicable
law.

         The term "liquidation, reorganization  or dissolution of the Lessee" as
used in this subsection,  shall not be construed to include the cessation of the
existence of the Lessee  resulting from a merger or  consolidation of the Lessee
into or with  another  Person or a

                                      -32-

<PAGE>

dissolution  or  liquidation  of  the  Lessee  following  a  transfer  of all or
substantially all of its assets as an entirety,  under the conditions permitting
such actions contained in Section 8.3 hereof.

         The foregoing provisions of this  Section are subject to  the following
limitations: if by reason of a Force Majeure Event the Lessee is unable in whole
or in part to carry out the agreements on its part herein contained,  other than
the  obligations  on the part of the Lessee  contained in Article V and Sections
6.3, 6.4 and 8.6 hereof,  the Lessee  shall not be deemed in default  during the
continuance of such inability.

         Section 10.2 REMEDIES  ON  DEFAULT. Whenever  any   event  of   default
referred to in Section 10.1 hereof shall have  happened  and be  subsisting  and
subject to the  provisions of this Section 10.2,  the Issuer may take any one or
more of the following remedial steps:

                 (a)  The Issuer may, at its option, declare all amounts payable
under  Section  5.3(a)  hereof for the  remainder  of the  Agreement  Term to be
immediately due and payable, whereupon the same shall become immediately due and
payable.  If the Issuer  elects to exercise the remedy  afforded in this Section
10.2(a) and  accelerates all amounts payable under Section 5.3(a) hereof for the
remainder of the Agreement  Term,  the amount then due and payable by the Lessee
as accelerated  rents shall be the sum of (1) the aggregate  principal amount of
the outstanding Bonds, and (2) all interest and redemption  premium,  if any, on
the  Bonds  accruing  to the date of such  acceleration.  Such  sums as may then
become  payable shall be paid into the Bond Fund and after the Bonds and accrued
interest  thereon have been fully paid and any costs  occasioned by such default
have been satisfied, any excess moneys in the Bond Fund shall be returned to the
Lessee as an overpayment of rents; provided,  however, upon the occurrence of an
event of default described in subsections (d) or (e) of Section 10.1 hereof, all
amounts  payable under Section  5.3(a) hereof for the remainder of the Agreement
Term shall be deemed  automatically  accelerated  without the  necessity  of any
declaration or the taking of any other action whatsoever.

                 (b)  The Issuer or the Trustee may re-enter and take possession
of the Project without  terminating this Lease, and sublease the Project for the
account of the Lessee,  holding the Lessee liable for the difference in the rent
and other amounts payable by such sublessee in such subleasing and the rents and
other amounts payable by the Lessee hereunder.

                 (c)  The Issuer  may  terminate  the  Lease  Term, exclude  the
Lessee from  possession  of the  Project  and use its best  efforts to lease the
Project to another for the account of the Issuer,  holding the Lessee liable for
all rent and other payments due up to the effective date of such leasing.

                 (d)  In  the  event  any  of  the  Bonds  shall at the  time be
outstanding  and  unpaid,  the  Issuer  or the  Trustee  may have  access to and
inspect,  examine  and make copies of all books and records of the Lessee to the
Project.

                                      -33-

<PAGE>

                 (e)  The  Issuer may take  whatever action at law or in  equity
may appear necessary or desirable to collect the rent then due and thereafter to
become  due,  or to  enforce  performance  and  observance  of  any  obligation,
agreement or covenant of the Lessee under this Lease.

         Any amounts collected pursuant to action taken under this Section shall
be paid into the Bond Fund and applied in accordance  with the provisions of the
Indenture  or, if the Bonds  have been  fully  paid (or  provision  for  payment
thereof has been made in accordance  with the provisions of the  Indenture),  to
the Lessee.

         Notwithstanding  anything  else  herein  contained, the Issuer and  the
Trustee shall be prohibited  from  accelerating  rental  payments  hereunder and
exercise  any other rights or remedies  provided  herein,  at law or  otherwise,
unless and until the Issuer or the Trustee  shall have given the Lessee not less
than thirty (30) days' prior written notice of its intent to declare an event of
default,  accelerate rental payments and/or exercise any such rights or remedies
and the  Lessee  shall have  failed to cure said  event of default  prior to the
expiration  of said 30-day  period.  Any such notice shall be a separate  notice
from any notice  given  pursuant to Section  10.1 hereof and shall  specify with
particularity  the  event or  events  of  default  that  have  occurred  and are
continuing  and which  actions are proposed to be taken by the Issuer and/or the
Trustee as a result of any such event of default.

         Section 10.3 NO REMEDY EXCLUSIVE. No  remedy herein  conferred upon  or
reserved to the Issuer is intended to be exclusive of any other available remedy
or remedies,  but each and every such remedy shall be cumulative and shall be in
addition  to every  other  remedy  given  under this  Lease or now or  hereafter
existing at law or in equity or by statute. No delay or omission to exercise any
right or power accruing upon any default shall impair any such right or power or
shall be construed to be a waiver  thereof,  but any such right and power may be
exercised from time to time and as often as may be deemed expedient. In order to
entitle the Issuer to exercise  any remedy  reserved to it in this  Article,  it
shall not be  necessary  to give any  notice,  other than such  notice as may be
herein expressly  required.  Such rights and remedies as are given to the Issuer
hereunder  shall  also  extend to the  holders  of the Bonds who shall be deemed
third party beneficiaries of all covenants and agreements herein contained.

         Section 10.4 AGREEMENT TO PAY REASONABLE ATTORNEYS' FEES AND  EXPENSES.
In the event the Lessee should default under any of the provisions of this Lease
and the Issuer or the Trustee  should employ  attorneys or incur other  expenses
for the  collection of rent or the  enforcement  of performance or observance of
any  obligation  or agreement on the part of the Lessee  herein  contained,  the
Lessee agrees that it will on demand  therefor pay to the Issuer the  reasonable
fees of such  attorneys  and such other  reasonable  expenses so incurred by the
Issuer or the Trustee.

         Section 10.5 NO ADDITIONAL WAIVER IMPLIED BY ONE WAIVER. In  the  event
any  agreement  contained  in this Lease  should be breached by either party and
thereafter

                                      -34-

<PAGE>

waived by the other party, such waiver shall be limited to the particular breach
so waived and shall not be deemed to waive any other breach hereunder.

         Section 10.6 RESCISSION  OF  REMEDIES. Notwithstanding  anything   else
herein  contained,  the Lessee  may at any time after an event of default  under
Section  10.1  hereof,  cure said  default by the payment of all amounts due and
payable  (other than  amounts  payable as a result of any  acceleration)  or the
performance  of any duty or  obligation  then in default  and upon said cure the
Issuer and the  Trustee  shall (i) rescind  and annul any  acceleration  of rent
payable  hereunder  and (ii)  cease  the  exercise  of any  rights  or  remedies
initiated  as a result of such event of  default,  and take such steps as may be
necessary to place the Lessee in the same position as it was prior to such event
of default,  and the rights of the Lessee  hereunder shall be fully restored and
reinstated as if such event of default never occurred.

                                   ARTICLE XI
                                   ----------

                           OPTIONS IN FAVOR OF LESSEE
                           --------------------------

         Section 11.1 GENERAL OPTION TO PURCHASE PROJECT. The Lessee shall have,
and is hereby  granted,  the option to purchase the entire  Project  (less those
portions  which have  already  been  purchased  by Lessee,  if any,  as provided
herein) at any time  during the  Agreement  Term and  whether or not an Event of
Default has occurred and is continuing.

         To exercise  such option, the Lessee shall give written  notice to  the
Issuer and to the Trustee,  if any of the Bonds shall then be unpaid,  and shall
specify therein the date of closing such purchase,  which date shall be not less
than fifteen days from the date such notice is mailed.  The purchase price which
shall be paid to the  Issuer by the Lessee in the event of its  exercise  of the
option granted in this Section shall be the sum of the following:

                 (1)  an amount of money which will be sufficient (or Government
Obligations  the  principal  of and the  interest on which when due will provide
moneys which,  together with the moneys, if any, deposited with the Trustee will
be sufficient),  when added to any amount already on deposit in the Construction
Fund and the Bond Fund, to pay the interest on the then outstanding  Bonds until
the earliest permissible  redemption date following the closing of such purchase
and to pay the principal of and interest on all of the Bonds on such  redemption
date;

                 (2)  an amount of money equal  to the fees and expenses of  the
Trustee under the Indenture  accrued and to accrue  (including  counsel fees and
expenses) until such final payment and redemption of the Bonds; plus

                 (3)  the sum of $10.00 which shall be paid by the Lessee to the
Issuer.

                                      -35-

<PAGE>

In the event of the  exercise  of the option  granted in this  Section,  any Net
Proceeds of insurance or condemnation shall be paid directly to the Lessee.

         Section 11.2 OPTION TO PURCHASE A  PORTION OF THE  PROJECT. The  Lessee
shall  have and is hereby  granted  an option to  purchase  any  portion  of the
Project at any time and from time to time and whether or not an Event of Default
has occurred and is  continuing,  provided that it furnishes the Issuer with the
following:

                 (a)  A notice in  writing  containing (i) a description of that
portion of the Project with respect to which such option is to be exercised  and
(ii) a statement that the Lessee intends to exercise its option to purchase such
portion of the Project on a date  stated,  which shall not be less than ten (10)
nor more than ninety (90) days from the date of such notice.

                 (b)  A  certificate  of the  Authorized Lessee  Representative,
dated not more than  ninety days prior to the date of the  purchase  and stating
that, in the opinion of the person signing such certificate,  (i) the portion of
the Project with respect to which the option is exercised are not needed for the
operation of the remaining  portion of the Project or that sufficient  right and
title is reserved to the Issuer to fulfill said needs,  (ii) the  purchase  will
not impair the  usefulness of the remaining  portion of the Project and will not
destroy the means of ingress thereto and egress therefrom.

                 (c)  A  statement  setting  forth  the  original  Project Costs
attributable  to  such  portion  of the  Project,  as  depreciated  using  rates
calculated in accordance with generally accepted accounting principles.

The Issuer  agrees that upon receipt of the notice and  certificate  required in
this  Section to be  furnished  to it by the Lessee and the amount  specified in
subsection (c) of this Section, the portion of the Project with respect to which
the  Lessee  shall have  exercised  the option  granted  in this  Section  shall
automatically  cease to be a portion of the Project leased hereunder on the date
stated in such certificate and on such date shall automatically be released from
the  provisions  of this Lease and the  Indenture  without the  necessity of any
further  action by the  Issuer or the  Lessee.  In the  event the  Lessee  shall
exercise  the option  granted to it under this  Section the Lessee  shall not be
entitled to any  abatement or  diminution of the rents payable under Section 5.3
hereof.

         If the Lessee purchases any unimproved  part of the Project pursuant to
the provisions of the preceding paragraph,  the Lessee and the Issuer agree that
all walls  presently  standing  or  hereafter  erected on or  contiguous  to the
boundary  line of the Land so  purchased  by the Lessee shall be party walls and
each party grants the other a 10-foot  easement  adjacent to any such party wall
for the purpose of inspection,  maintenance,  repair and replacement thereof and
the tying-in of new construction.  If the Lessee utilizes any party wall for the
purpose of tying-in new construction  that will be utilized under common control
with the Project,  the Lessee may also tie-in to the utility  facilities  on the
Land  for the  purpose  of  serving  the new  construction  and may  remove  any
non-

                                      -36-

<PAGE>

loadbearing  wall  panels  in the party  wall;  provided,  however,  that if the
property  so  purchased  ceases to be operated  under  common  control  with the
Project,  the Lessee covenants that it will install  non-loadbearing wall panels
similar in quality to those that have been  removed  and will  provide  separate
utility  services  for the new  construction.  No wall may be so utilized by the
Lessee unless prior thereto the Issuer has been  furnished with a certificate of
the Authorized Lessee Representative  stating that the proposed utilization will
not impair the  usefulness  of the  Project  for the  purposes  for which it was
designed to be used.

         The  purchase  price  payable by  the  Lessee  in  connection with  the
purchase of a portion of the Project in  accordance  with this Section  shall be
deposited in the Bond Fund and used to pay the principal of the Bonds.

         If and to the extent under any particular circumstances there is deemed
any  inconsistency  between the  provisions  of this Section and  provisions  of
Section  6.2, the  provisions  of Section 6.2 shall be held as  controlling  and
shall supersede the provisions of this Section.

         Section 11.3 CONVEYANCE ON PURCHASE. At  the  closing of  the  purchase
pursuant to the exercise of any option to purchase granted in this Article,  the
Issuer will, upon receipt of the applicable  purchase price (if any), deliver to
the Lessee the following:

                 (a)  If the Indenture shall not at the time have been satisfied
in full,  a release by the Issuer from the  provisions  of the  Indenture of the
property with respect to which such option was exercised.

                 (b)  Documents  (including,  without   limitation,  a   limited
warranty deed and a bill of sale)  customarily  used in  commercial  real estate
transactions  involving  improved  property  conveying  to the  Lessee  good and
marketable  title to the Project with respect to which such option was exercised
as such  Project  then  exists,  subject to the  following:  (i) those liens and
encumbrances  (if any) to which title to said property was subject when conveyed
to the Issuer; (ii) those liens and encumbrances created by the Lessee or to the
creation or  suffering  of which the Lessee  consented  in writing;  (iii) those
liens and  encumbrances  resulting  from the failure of the Lessee to perform or
observe any of the agreements on its part  contained in this Lease;  and (iv) if
the option is exercised while any condemnation  proceeding is pending the rights
and title of the condemning authority.

         Notwithstanding  the  foregoing, in order to facilitate the transfer of
the  Project to the Lessee upon the  Lessee's  exercise of an option to purchase
provided  in this  Article  XI, the Issuer  agrees to execute and deliver to the
Trustee,  as escrow  agent,  on the date of execution and delivery of this Lease
the  documents  referred  to in  subsection  (b) above to be held  pursuant to a
Documents  Escrow  Agreement dated as of December 1, 2002 among the Issuer,  the
Lessee  and  the  Trustee.   The  Issuer  hereby  appoints  the  Lessee  as  its
attorney-in-fact for the purpose of dating, completing and filing such documents
upon

                                      -37-

<PAGE>

satisfaction  by the Lessee of any and all  conditions  to the  exercise of such
purchase  option as  provided  herein,  and  acknowledges  and agrees  that such
appointment is irrevocable and coupled with an interest.

         Section 11.4 RELATIVE POSITION OF  OPTIONS AND  INDENTURE. The  options
respectively granted to the Lessee in this Article shall be and remain prior and
superior to the Indenture  and may be exercised  whether or not the Lessee is in
default   hereunder,   provided  that  such  default  will  not  result  in  the
nonfulfillment of any condition to the exercise of any such option.

         Section 11.5 LESSEE'S OPTION  TO TERMINATE. The Lessee  shall have  the
following  options to terminate this  Agreement  whether or not the Lessee is in
default hereunder or there exists an Event of Default hereunder:

                 (a)  At any time  prior to payment in  full of the Bonds within
the meaning of the Indenture,  and particularly  Article IX thereof,  the Lessee
may  terminate  the Agreement  Term by  irrevocably  depositing in the Bond Fund
moneys which will be sufficient,  or Government Obligations the principal of and
interest on which when due will provide  moneys which,  together with any moneys
on deposit in the Bond Fund, will be sufficient,  according to the provisions of
Article IX of the Indenture,  to pay in full all of the Bonds then  outstanding,
and fees and expenses due or to become due to the Trustee and by making adequate
provision for the  publication of any redemption  notice that may be required by
the Indenture.

                 (b)  At any time after payment in full of the Bonds  within the
meaning of the Indenture,  and particularly  Article IX thereof,  the Lessee may
terminate  the Agreement  Term by giving the Issuer notice in writing,  and such
termination shall become effective forthwith.

         Notwithstanding  anything else  herein contained, the purchase  of  the
Project  by the  Lessee  pursuant  to any option  provided  in this Lease  shall
automatically terminate the Lease Term, if not previously terminated.

         Section 11.6. CONVEYANCE   OF   PROJECT   AT   END   OF   LEASE   TERM.
Notwithstanding  anything else herein contained, the Issuer shall have the right
and option on or after the Stated  Termination Date to convey the Project to the
Lessee, with or without receipt of any consideration  therefor, by executing any
recording  documents  conveying to the Lessee good and  marketable  title to the
Project  subject  to such liens and  encumbrances  as are  described  in Section
11.3(b)(i) through (iv).

                                      -38-

<PAGE>


                                   ARTICLE XII
                                   -----------

                                  MISCELLANEOUS
                                  -------------

         Section 12.1  NOTICES.   All   notices,    certificates    or     other
communications  hereunder shall be sufficiently  given and shall be deemed given
when mailed by registered or certified  mail return receipt  requested,  postage
prepaid, addressed as follows:

          if to the Issuer:         Development Authority of Fulton County
                                    141 Pryor Street, S.W.
                                    Suite 5001
                                    Atlanta, Georgia  30303

              with a copy to:       Nelson, Mullins, Riley & Scarborough
                                    999 Peachtree Street, N.E.
                                    Suite 1400
                                    Atlanta, Georgia  30309
                                    Attn:  Lewis C. Horne, Jr., Esq.

          if to the Lessee:         ADESA Atlanta, LLC
                                    310 E. 96th Street, Suite 400
                                    Indianapolis, Indiana  46240
                                    Attn:  General Counsel

              with a copy to:       Alston & Bird LLP
                                    1201 West Peachtree Street
                                    Atlanta, Georgia  30309
                                    Attn:  Glenn R. Thomson, Esq.

         if to the Trustee:         SunTrust Bank
                                    25 Park Place, 24th Floor
                                    Atlanta, Georgia  30303

         A  duplicate copy of  each notice, certificate or  other  communication
given  hereunder  by either the Issuer or the Lessee to the other  shall also be
given to the  Trustee.  The Issuer,  the Lessee and the  Trustee  may, by notice
given  hereunder,   designate  any  further  or  different  addresses  to  which
subsequent notices, certificates or other communications shall be sent.

         Section 12.2  BINDING EFFECT. Lease shall inure  to the  benefit of and
shall be binding upon the Issuer, the Lessee and their respective successors and
assigns, subject, however, to the limitations contained in Section 8.3, 9.1, 9.2
and 9.3 hereof.

                                      -39-

<PAGE>

         Section 12.3  SEVERABILITY. In the  event any provision  of this  Lease
shall be held invalid or unenforceable  by any court of competent  jurisdiction,
such holding shall not invalidate or render  unenforceable  any other  provision
hereof.

         Section 12.4  AMOUNTS REMAINING IN FUNDS. It is agreed  by the  parties
hereto that any  amounts  remaining  in the Bond Fund and the Project  Fund upon
expiration  or sooner  termination  of the Lease Term as provided in this Lease,
after payment in full of the Bonds (or provision for payment thereof having been
made in accordance  with the provisions of the Indenture) and the fees,  charges
and expenses of the Trustee in accordance with the Indenture shall belong to and
be paid to the Lessee by the Issuer as overpayment of rents.

         Section 12.5  AMENDMENTS,CHANGES AND MODIFICATIONS. Except as otherwise
provided in this Lease or in the Indenture,  subsequent to the initial  issuance
of Bonds  and  prior to their  payment  in full (or  provision  for the  payment
thereof having been made in accordance  with the  provisions of the  Indenture),
this  Lease  may not be  effectively  amended,  changed,  modified,  altered  or
terminated without the concurring written consent of the Trustee,  which consent
shall not be unreasonably withheld.

         Notwithstanding  anything to the contrary contained herein, this  Lease
may be amended  without  the  consent of the Trustee or of the holders of any of
the Bonds for the purpose of subjecting  additional real or personal property to
the  provisions  hereof.  Any such  addition  shall  become  effective  upon the
delivery by the Lessee and the acceptance by the Issuer of the following:

                 (a)   a certificate  of  the  Authorized  Lessee Representative
setting out a description  of the real or personal  property to be added to this
Lease and stating that the Lessee owns such real or personal  property  free and
clear of any and all liens,  mortgages,  encumbrances and clouds on title except
such as would constitute Permitted Encumbrances; and

                 (b)   documents conveying  to the  Issuer good  and  marketable
title to the real or personal property described in the certificate  referred to
above and  identifying  said real or personal  property as being  subject to the
provisions of this Lease.

         Upon the  delivery and  acceptance of the foregoing documents, the real
or personal  property  so added shall  become part of the Project and this Lease
shall ipso facto be amended to include such  property,  without the necessity of
any further  amendatory  instrument,  subject to all of the  provisions  of this
Lease,  and the  Lessee  shall  be  entitled  to the use and  occupancy  of such
additional  property  without  increase in the amounts payable under Section 5.3
hereof so long as such  additional  property is acquired  without expense to the
Issuer. The Issuer will, however,  execute such instruments amendatory hereto as
shall be requested by the Lessee to confirm the addition of any such property to
the provisions hereof.

                                      -40-

<PAGE>

         Section 12.6  EXECUTION COUNTERPARTS. This Lease may be  simultaneously
executed in several counterparts,  each of which shall be an original and all of
which shall constitute but one and the same instrument.

         Section 12.7  CAPTIONS. The  captions or headings in this Lease are for
convenience only and in no way define,  limit or describe the scope or intent of
any provisions of this Lease.

         Section 12.8  RECORDING OF LEASE. This  Lease  or  at the option of the
Lessee,  a memorandum  hereof in form and substance  satisfactory to the Lessee,
and every  assignment  hereof  shall be  recorded  in the office of the Clerk of
Superior Court of Fulton County,  Georgia,  or in such other office as may be at
the time provided by law as the proper place for such recordation.

         Section 12.9  LAW GOVERNING CONSTRUCTION OF LEASE. This  Lease shall be
governed by, and construed in accordance with, the laws of the State of Georgia.

         Section 12.10 NET LEASE. This Lease shall be  deemed a "net lease," and
the Lessee shall pay absolutely net during the Lease Term the rent and all other
payments required hereunder, without abatement,  deduction or set-off other than
those herein expressly provided.

         Section 12.11 SURVIVAL OF  PURCHASE  OPTIONS. Notwithstanding  anything
else herein contained,  the purchase options granted to the Lessee hereunder and
the provisions of Sections 5.3(b) and 6.4 hereof shall survive the expiration or
earlier termination of the Agreement Term.

                                      -41-
<PAGE>



         IN WITNESS WHEREOF, the Issuer and the Lessee have caused this Lease to
be executed in their respective  corporate names and their respective  corporate
seals to be hereunto affixed and attested by their duly authorized officers, all
as of the date first above written.

Signed, sealed and delivered                       DEVELOPMENT AUTHORITY OF
in the presence of:                                 FULTON COUNTY


  /s/ Carmen Vaughn                                By:  /s/ Robert J. Shaw
---------------------------------                     --------------------------
Unofficial Witness                                      Chairman

                                                                (SEAL)
  /s/ Ruanne E. Clay
---------------------------------
Notary                                             Attest:


My commission expires                                /s/ Lewis C. Horne, Jr.
                                                   -----------------------------
March 20, 2003                                       Asst. Secretary
---------------------------------


         (NOTARIAL SEAL)














                            [Signature Page - Lease]


                                      -42-
<PAGE>



Signed, sealed and delivered                    ADESA ATLANTA, LLC
in the presence of:



  /s/ Scott Anderson                            By:  /s/ Paul J. Lips
-------------------------------------               ----------------------------
Unofficial Witness                                   Paul J. Lips, Treasurer

                                                            (SEAL)
  /s/ Cheryl A. Shrader
-------------------------------------
Notary                                          Attest:

My commission expires                             /s/ Karen C. Turner
                                                --------------------------------
       9/24/08                                  Karen C. Turner, Secretary
-------------------------------------
    CHERYL SHRADER, Notary Public
 Resident of Tipton County, Indiana
  My Commission Expires: 9-24-2008
          (NOTARIAL SEAL)















                            [Signature Page - Lease]

                                      -43-


</TEXT>
</DOCUMENT>
