EXHIBIT 10.12
             LEASE AGREEMENT BETWEEN THE COMPANY AND OTIS L. CROWELL

                                REAL ESTATE LEASE

STATE OF GEORGIA              )
                              )                         LEASE
COUNTY OF RICHMOND            )

1.   PARTIES
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     This lease is made this 21st day of December,  1998, by and between Otis L.
Crowell,  his successors and assigns,  hereinafter  called LESSOR, and Crowell &
Co., Inc., a Georgia Corporation, hereinafter called LESSEE.

2.   TERM OF LEASE
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     The term of the lease shall be for fifteen years.

3.   COMMENCEMENT
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     The lease shall commence on the day that  Augusta-Richmond  County issues a
certificate  of occupancy  and the LESSEE and the LESSOR agree that the building
is complete and ready for  occupancy or the date the LESSEE takes  possession of
the demised premises, whichever comes first.

     Regardless,   commencement  will  not  begin  until  the  premises  are  in
compliance with all laws,  regulations,  or ordinances which may be required for
use of the premises by the occupant.

     When the  commencement  day is  determined,  the LESSOR and LESSEE agree to
execute an amendment to this lease setting forth the commencement date.

4.   PREMISES
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     This  lease  covers a  building  to be  erected  on  Stevens  Creek Road in
Richmond  County,  Georgia,  the layout has been agreed to and  attached  marked
Exhibit 'A'. The building  shall be known as Suite A of  Riverwatch  Commons and
contains 2964 square feet.

5.   RENT
     ----

     The first  month's rent and each month's  rent  throughout  the term of the
lease shall be $2,717.00.  Should the lease term begin on any day other than the
first of the month, the rent shall be prorated where each subsequent  payment of
rent shall be due on the first of the month  throughout  the term of this lease.
The  rental  payment  shall  be  payable  to Otis  L.  Crowell,  located  at 610
Industrial Park Boulevard, Evans, GA 30809.

     Should the LESSEE fail to pay any installment upon the day the same is due,
the LESSOR has the option of declaring the entire balance of the full lease term
due and  payable,  without  notice to the LESSEE,  and time is of the essence of
this agreement.

6.   TAXES, INSURANCE, AND MAINTENANCE
     ---------------------------------

     This is to be a triple net lease.  All taxes,  insurance,  maintenance  and
improvements  to the property are to be paid by the LESSEE at its sole  expense.
The LESSEE is to maintain the proper  insurance on the improvements to cover the
replacement value. The LESSEE is also to maintain the proper liability insurance
at a level that is mutually agreeable to the LESSOR. This liability policy is to
protect the LESSOR as well as the LESSEE.

7.   LIABILITY FOR DAMAGES
     ---------------------

     The LESSEE is to hold the LESSOR  harmless from any and all claims that may
arise as a result of the  execution of this lease with the LESSOR,  or occupancy
of space by the LESSEE, or the LESSEE's assigns.

IN WITNESS WHEREOF,  the parties hereto have cause these presents to be executed
this lease the day and year first above written.

WITNESSES:

                                          By:
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                                             (LESSEE) Crowell & Co., Inc.

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                                             (LESSOR) Otis L. Crowell