EXHIBIT 10.12

STATE OF GEORGIA

GWINNETT COUNTY


               LEASE AGREEMENT FOR 3725 LAWRENCEVILLE SUWANEE ROAD

     THIS LEASE AGREEMENT, made this 25 day of July , 2006, by and between R & J
VENTURES, LLC._ (hereinafter referred to as "Landlord"), and Oncologix
Corporation._, (hereinafter referred to as "Tenant");

                                                              ARTICLE 1 PREMISES

     1.01 Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, the property hereinafter referred to as the "Leased Premises",
described as 3725 Lawrenceville Suwanee Office Complex , Suite _B-7_, 3725
Lawrenceville Suwanee Road, Suwanee, Georgia, 30024 containing approximately
1062 square feet of office space ("Leased Premises"), which Leased Premises are
to be constructed by Landlord for Tenant, at Landlord's sole cost and expense,
except as otherwise specifically provided in this Lease Agreement.

                                    ARTICLE 2

                                      TERM

          2.01 TO HAVE AND TO HOLD the Leased Premises for a term commencing on
August 1, 2006 (hereinafter referred to as the "Commencement Date") and
continuing until midnight on July 31, 2008.


                                                                ARTICLE 3 RENTAL

          3.01 (a) As rental for the Leased Premises, Tenant agrees to pay to
Landlord, without notice, demand, offset or abatement, the annual base rental
described below, due and payable in equal monthly installments on or before the
first day of each calendar month beginning on the Commencement Date and
thereafter for the remainder of the term, together with any other additional
rental as hereinafter set forth. Rental payments not received by Landlord within
five (5) calendar days of the due date thereof shall be subject to a late charge
due and payable by Tenant to Landlord on the sixth (6th) calendar day after the
due date thereof in an amount equal to ten (10%) percent of such past due
rental, together with interest upon the past due rental payments at the rate of
twelve percent (12.0%) per annum from the due date thereof until paid. If the
Commencement Date of this Lease shall be a date other than the first day of a
calendar month, applicable rent for such month shall be prorated on a daily
basis, based on the number of days in such month.

              (b) The "base rental" for each lease year shall be _Sixteen
thousand four hundred & sixty one and No/100ths ($16,461.00J. The first "leasT14
e year" shall commence on the Commencement Date and end on the day before the
first anniversary of the Commencement Date (provided that if the Commencement
Date is not the first day of a calendar month, the first "lease year" shall end
on the last day of the calendar month in which the first anniversary of the
Commencement Date occurs). Each subsequent "lease year" shall be the twelve (12)
month period commencing on the day after the last day of the first lease year
and the subsequent anniversaries thereof. Beginning on the first anniversary of
the Commencement Date and on each succeeding anniversary date thereafter, the
"Base Rental" for each lease year shall automatically increase by an amount
equal to three percent L3 %) over the preceding year's base rental. The monthly
rent shall be $1371.75 .

                                   ARTICLE 4

                             USE OF LEASED PREMISES

          4.01 The Leased Premises may be used and occupied for office purposes
only. Tenant will not perform any act or carry on any practices that may injure
the Leased Premises or be a nuisance or menace to owners or occupants of
adjoining premises. On or before the Commencement Date, Tenant shall take
possession of, and, thereafter, continuously occupy the Leased Premises during
the term of this Lease, and operate thereon the normal business operations of
Tenant.

          4.02 Tenant shall, at its sole cost and expense, keep, maintain, use
and operate the Leased Premises at all times in compliance with all applicable
federal, state and local laws and ordinances ("Applicable Laws", as defined
hereafter), including those addressing environmental compliance, worker health
and safety, discrimination in the workplace, and statutory insurance, and
including but not limited to obtaining any required permits, licenses or other
necessary prior approvals. The Tenant warrants that it shall maintain the Leased
Premises in good and sanitary order, condition and repair. Tenant will further
comply with all covenants, conditions and restrictions which are applicable to
the Property, including but not limited to, the Declaration of Condominium for
3725 Lawrenceville Suwanee, a preliminary draft of which Tenant acknowledges
receiving from Landlord, as the same may be amended from time to time.

                                    ARTICLE 5

                          UTILITIES, JANITORIAL SERVICE

          5.01 Unless caused by the willful act or negligence of Landlord, its
agents, or employees, Landlord shall not be liable in the event of any
interruption in the supply of any utilities. Tenant agrees that it will not
install any equipment which will exceed or overload the capacity of any utility
facilities and that if any equipment installed by Tenant shall require
additional utility facilities, the same shall be installed by Tenant at Tenant's
expense in accordance with plans and specifications approved in writing by
Landlord. Landlord shall be solely responsible for and shall pay all charges for
use or consumption of sanitary sewer and water services for the Leased Premises
on or before the due date thereof. Tenant shall be solely responsible for and
shall pay all charges for use or consumption of electricity, telephone and any
other utility services other than sanitary sewer and water for the Leased
Premises on or before the due date thereof.

          5.02 Tenant shall keep the Premises free from all litter, dirt,
debris, and obstructions and in a clean and sanitary condition.




                                    ARTICLE 6

                          ALTERATIONS, MECHANICS' LIENS

          6.01 Alterations may not be made to the Leased Premises without prior
written consent of Landlord, and any alterations of the Leased Premises
excepting movable furniture and trade fixtures shall at Landlord's option become
part of the realty and belong to Landlord.

          6.02 Should Tenant desire to alter the Leased Premises and Landlord
gives written consent to such alterations, at Landlord's option, Tenant shall
contract with a contractor reasonably approved by Landlord for the construction
of such alterations.

          6.04 Landlord, at its option, may require Tenant to remove any
improvements, fixtures and equipment installed by Tenant prior to Tenant's
vacation of the Leased Premises. Tenant shall indemnify and hold Landlord
harmless against all damages to the Leased Premises caused by the removal of any
furniture, trade fixtures or other personal property from the Leased Premises,
and other fixtures if such other fixtures are required by Landlord to be removed
by Tenant.


                                    ARTICLE 7

                             FIRE INSURANCE, HAZARDS

          7.01 No use shall be made or permitted to be made of the Leased
Premises, nor acts done which might increase the existing rate of insurance
thereon or cause the cancellation of any insurance policy thereby, or any part
thereof, nor shall Tenant sell, or permit to be kept, used or sold, in or about
the Leased Premises, any article which may be prohibited by the Standard form of
fire insurance policies. Tenant shall, at its sole cost and expense, comply with
any and all requirements of any insurance organization or company necessary for
the maintenance of reasonable fire and public liability insurance covering the
Leased Premises and appurtenances.

                                       2

<PAGE>


                                    ARTICLE 8

                            INDEMNIFICATION BY TENANT

          8.01 Tenant shall indemnify Landlord and hold Landlord, its mortgagee
or the holder of any indebtedness or deed to secure debt harmless against and
from any and all claims arising from Tenant's use of the Leased Premises (other
than those arising from any negligence of Landlord or its agents or employees),
or the conduct of its business or from any activity, work, or thing done,
permitted or suffered by the Tenant in or about the Leased Premises, and shall
further indemnify and hold harmless such parties against and from any and all
claims arising from any breach or default in the performance of any obligation
on Tenant's part to be performed under the terms of this Lease, or arising from
any act, neglect, fault or omission of the Tenant, or of its agents or
employees, and from and against all costs, attorney's fees, expenses and
liabilities incurred in or about such claim or any action or proceeding brought
relative thereto and in case any action or proceeding be brought against any
such parties by reason of any such claim, Tenant upon notice from Landlord or
its mortgagee, or holder of any indebtedness or deed to secure debt, as the case
may be, shall defend the same at Tenant's expense by counsel chosen by Tenant
and who is reasonably acceptable to Landlord or the applicable co-defendant.
Tenant, as a material part of the consideration to Landlord, hereby assumes all
risk of damage to property or injury to persons in or about the Leased Premises
from any cause whatsoever except that which is caused by the willful act,
negligence of or the failure of Landlord to observe any of the terms and
conditions of this Lease after written notice of such failure and the passage of
any applicable cure periods as provided in this Lease without the failure being
cured by Landlord.

                                    ARTICLE 9

                                WAIVER OF CLAIMS

          9.01 Tenant, as a material part of the consideration to be rendered to
Landlord, hereby waives all claims against Landlord for damages to goods, wares
and merchandise in, upon or about the Leased Premises and for injury to Tenant,
its agents, employees, invitees, or third persons in or about the Leased
Premises from any cause arising at any time other than the negligence (and only
to the extent thereof) of Landlord, its agents and employees.

                                   ARTICLE 10

                                ENTRY BY LANDLORD

          10.01 Tenant shall permit Landlord and Landlord's agents, servants,
mortgagees or independent contractors to enter the Leased Premises at all
reasonable times upon twenty-four (24) hours prior notice (except in an
emergency for which no notice shall be required) for the purpose of inspecting
the same or for the purpose of maintaining the Leased Premises, or for the
purpose of making repairs, alterations, or additions to any portion of the
Leased Premises, including the erection and maintenance of such scaffolding,
canopies, fences and props as may be required or for the purpose of posting
notices of non-responsibility for alterations, additions, or repairs, or placing
upon the Leased Premises any usual or ordinary "for sale" signs, without any
rebate, reduction, abatement or offset of rent and without any liability to
Tenant for any loss of occupation or quiet enjoyment of the Leased Premises
thereby occasioned; and shall permit Landlord at any time within two (2) months
prior to the expiration of this Lease, to place upon the Leased Premises any
usual or ordinary "to let", "to lease" or "for sale" signs or for the purpose of
showing the Leased Premises to prospective tenants or purchasers.

                                   ARTICLE 11

                                      TAXES

          11.01 (a) Landlord shall pay all ad valorem real property taxes
assessed against the Land and the building containing the Leased Premises (but
not any personal property ad valorem taxes relative to Tenant's property), as
and when due.

                (b) Tenant shall pay prior to delinquency all taxes assessed
against and levied upon trade fixtures, furnishings, equipment and all other
personal property of Tenant contained in the Leased Premises.

                                                            ARTICLE 12 INSURANCE

          12.01 Liability Insurance. Tenant, at its own expense, shall obtain
and keep in full force and effect at all times during the term of this Lease
public liability insurance written by a company reasonably acceptable to
Landlord for the benefit of Landlord and Tenant (and, at Landlord's request, any
Mortgagee of Landlord), jointly against liability for personal injury and
property damage in the amount of not less than One Million Dollars
($1,000,000.00) in respect to injuries to or death of more than one person in
any one occurrence, in the amount of not less than Five Hundred Thousand Dollars

                                       3

<PAGE>


($500,000.00) in respect to injuries to or death of any one person, and in the
amount of not less than One Hundred Thousand Dollars ($100,000.00) per
occurrence in respect to damage to property, such limits to be for any greater
amounts as may be reasonably indicated by circumstances from time to time
existing. Not more frequently than each two (2) years, if, in the reasonable
opinion of Landlord, the amount of insurance required under this paragraph 12.01
is not adequate, Tenant shall increase said insurance coverage as reasonably
required by Landlord. However, such increase may be more frequent than each two
(2) years if reasonably required by Landlord's Mortgagee. As used herein,
"Mortgage" means any deed to secure debt, mortgage, deed of trust, or similar
security instrument now or at any time hereafter encumbering the Leased
Premises, any part thereof or interest therein. "Mortgagee" means the holder of
a Mortgage.

          12.02 Property Insurance. Tenant shall obtain and keep in full force
and effect at all times during the term of this Lease on all of its personal
property in the Leased Premises (including without limitation fixtures,
equipment, movable and non-movable trade fixtures, inventory, merchandise and
goods) a policy or policies of fire and extended coverage insurance written by a
company reasonably acceptable to Landlord with standard coverage endorsement to
the full extent of their insurable value. During the term of this Lease the
proceeds from any such policy or policies of insurance shall be used for the
repair or replacement of the fixtures, and Landlord will sign all reasonable
documents necessary or proper in connection with the settlement of any claim or
loss by Tenant. Landlord will have no obligation to carry insurance on Tenant's
possessions and Landlord will not be responsible for any damage thereto except
as expressly set forth in this Lease to the cont.



          12.03 Workers' Compensation Insurance. Tenant shall obtain, and keep
in full force and effect at all times during the term of this Lease, a policy or
policies of workers' compensation insurance written by a company reasonably
acceptable to Landlord in the amount required by law to protect Tenant's
employees.

                                   ARTICLE 13

                                   ABANDONMENT

          17.01 If Tenant shall abandon, vacate or surrender the Leased
Premises, or be dispossessed by process of law, or otherwise, any personal
property belonging to Tenant and left on the Leased Premises shall, at the
option of the Landlord, be deemed abandoned and be and become the property of
Landlord.


                                   ARTICLE 14

                            ASSIGNMENT AND SUBLETTING

          14.01 Landlord shall have the right to transfer and assign, in whole
or in part its rights and obligations in the Leased Premises. Tenant shall not
assign this Lease or sublet all or any part of the Leased Premises without the
prior written consent of the Landlord consent not to be unreasonably withheld.
In the event of any assignment or subletting, Tenant shall nevertheless at all
times, remain fully and primarily responsible and liable for the payment of the
rent and for compliance with all of its other obligations under the terms,
provisions and covenants of this Lease. Upon the occurrence of an "Event of
Default" as defined below, if all or any part of the Leased Premises are then
assigned or sublet, Landlord, in addition to any other remedies provided by this
Lease or provided by law, may at its option, collect directly from the assignee
or subtenant all rents becoming due to Tenant by reason of the assignment or
sublease. Any collecfion directly by Landlord from the assignee or subtenant
shall not be construed to constitute a novation or a release of Tenant from the
further performance of its obligations under this Lease, or an acceptance of
such assignee or subtenant.

                                   ARTICLE 15

                              INSOLVENCY OF TENANT

          15.01 Either (a) the appointment of a receiver to take possession of
all or substantially all of the assets of Tenant, or (b) a general assignment by
Tenant for the benefit of creditors, or (c) any action taken or suffered by
Tenant under any insolvency or bankruptcy act shall, if any such appointment,
assignment or action continues for a period of sixty (60) days, constitute a
breach of this Lease by Tenant, and Landlord may at its elecfion without notice,
terminate this Lease and in that event be entitled to immediate possession of
the Leased Premises and damages as provided below.

                                       4

<PAGE>


                                   ARTICLE 16

                                BREACH BY TENANT

          16.01 The occurrence of any of the following shall constitute an Event
of Default ("Event of Default") under this Lease on the part of Tenant:

                    (a) Failure to pay when due any payment of base rental,
          additional rent, or any other sum of money payable by Tenant under
          this Lease, and such failure to pay continues for a period of five (5)
          days after written notice from Landlord of such failure to pay;
          provided however, Landlord shall not be required to provide such
          notice more than two (2) times in any one (1) lease year, the third
          (3`a) and any subsequent such failure in such lease year to pay within
          five (5) days after the due date therefor constituting an Event of
          Default without Landlord being required to provide such notice or
          allow Tenant a grace period after such notice;

                    (b) Tenant's interest in this Lease or the Leased Premises
          shall be subjected to any attachment, execution, levy or other
          judicial seizure pursuant to any order or decree entered against
          Tenant in any legal proceeding that is not stayed (so as to prevent
          seizure) pending appeal and such order or decree is not vacated or
          bonded against so as to prevent seizure upon the earlier to occur of
          (aa) fifteen (15) days prior to the sale of such interest pursuant to
          such order or decree, or (bb) sixty (60) days after entry of the
          order; or

                    (c) Tenant breaches or fails to comply with any term,
          provision, condition, or covenant of this Lease, other than as
          described in clause 16.01(a) above, and such breach or failure
          continues for fifteen (15) days after written notice from Landlord of
          such breach or failure to comply.

          16.02 Upon the occurrence of an Event of Default, Landlord shall have
the option to do and perform any one or more of the following in addition to,
and not in limitation of, any other remedy or right permitted it by law or in
equity or by this Lease:

                    (a) Landlord, with or without terminating this Lease, may
          immediately or at any time thereafter re-enter the Leased Premises and
          correct or repair any condition which shall constitute a failure on
          Tenant's part to keep, observe, perform, satisfy, or abide by any
          term, condition, covenant, agreement, or obligation of this Lease or
          of any notice given Tenant by Landlord pursuant to the terms of this
          Lease, and Tenant shall fully reimburse and compensate Landlord on
          demand for Landlord's actual costs so incurred.

                    (b) Landlord, with or without terminating this Lease, may
          immediately or at any time thereafter demand in writing that Tenant
          vacate the Leased Premises and thereupon Tenant shall immediately
          vacate the Leased Premises and remove therefrom all property thereon
          belonging to or placed in the Leased Premises by, at the direction of,
          or with consent of Tenant, whereupon Landlord shall have the right to
          re-enter and take possession of the Leased Premises. Any such demand,
          reentry and taking possession of the Leased Premises by Landlord shall
          not of itself constitute an acceptance by Landlord of a surrender of
          this Lease or of the Leased Premises by Tenant and shall not of itself
          constitute a termination of this Lease by Landlord.

                    (c) Landlord, with or without terminating this Lease, may
          immediately or at any time thereafter, reenter the Leased Premises
          pursuant to a court order and remove therefrom Tenant and all property
          belonging to or placed on the Leased Premises by, at the direction of,
          or with consent of Tenant. Any such re-entry and removal by Landlord
          shall not of itself constitute an acceptance by Landlord of a
          surrender of this Lease or of the Leased Premises by Tenant and shall
          not of itself constitute a termination of this Lease by Landlord.

                    (d) Landlord, with or without terminating this Lease, may
          immediately or at any time thereafter relet the Leased Premises or any
          part thereof, without cost to Landlord, for such time or times, at
          such rental or rentals and upon such other terms and conditions as
          Landlord in its sole but reasonable judgment deems advisable, and
          Landlord may make any alterations or repairs to the Leased Premises
          which it may deem necessary or proper to facilitate such reletting;
          and Tenant shall pay all actual costs of such reletting including but
          not limited to the cost of any such alterations and repairs to the
          Leased Premises, attorneys' fees actually incurred, leasing
          inducements, and brokerage commissions; and if this Lease shall not
          have been terminated, Tenant shall continue to pay all rent due under
          this Lease up to and including the date of beginning of payment of
          rent by any subsequent tenant of part or all of the Leased Premises,
          and thereafter Tenant shall pay monthly during the remainder of the
          term of this Lease the difference, if any, between the rent and other
          charges collected from any such subsequent tenant or tenants and the

                                        5

<PAGE>

          rent and other charges reserved in this Lease, but Tenant shall not be
          entitled to receive any excess of any such rents collected over the
          rent reserved herein.

                    (e) Landlord may immediately or at any time thereafter
          terminate this Lease, and this Lease shall be deemed to have been
          terminated upon receipt by Tenant of notice of such termination; upon
          such termination Landlord shall recover from Tenant all damages that
          Landlord may suffer by reason of such termination including, without
          limitation, all arrearages in rentals, costs, charges, additional
          rentals, and reimbursements, the cost (including court costs and
          attorneys' fees actually incurred) of recovering possession of the
          Leased Premises, the actual or estimated (as reasonably estimated by
          Landlord) cost of any alteration of or repair to the Leased Premises
          which is necessary or proper to prepare the same for relettmg; in
          addition, Landlord may declare immediately due and payable the present
          value (using a discount rate of eight percent (8%) per annum) of all
          rent and other sums due or to become due under this Lease; provided,
          however that such payment shall not constitute a penalty or
          forfeiture, but shall constitute full liquidated damages due to
          Landlord as a result of Tenant's default. Landlord and Tenant
          acknowledge that Landlord's actual damages in the event of a default
          by Tenant under this Lease will be difficult to ascertain, and that
          the liquidated damages provided above represent the parties' best
          estimate of such damages. The parties expressly acknowledge that the
          foregoing liquidated damages are intended not as a penalty, but as
          full liquidated damages, as permitted by Paragraph 13-6-7 of the
          Official Code of Ga. Annotated. Upon making such payment, Tenant shall
          be entitled to receive from Landlord all rents actually received by
          Landlord from other assignees, tenants and subtenants on account of
          the Leased Premises during the term of this Lease, provided that the
          monies to which Tenant shall so become entitled shall in no event
          exceed the entire amount actually paid by Tenant to Landlord pursuant
          to this subparagraph (e), less all costs, expenses and attorneys' fees
          incurred by Landlord in connection with the re-letting of the
          Premises.

          16.03 If Landlord re-enters the Leased Premises or terminates this
Lease pursuant to any of the provisions of this Lease, Tenant hereby waives all
claims for damages which may be caused by such re-entry or termination by
Landlord's reasonable acts complying with the provisions of this Lease. No such
reentry or termination shall be considered or construed to be a forcible entry.

                                   ARTICLE 17

                                 ATTORNEY'S FEES

          17.01 If Landlord and Tenant litigate any provision of this Lease or
the subject matter of this Lease, the unsuccessful litigant wi11 pay to the
successful litigant all costs and expenses, including reasonable attorneys' fees
and court costs, incurred by the successful litigant at trial and on any appeal.
If, without fault, either Landlord or Tenant is made a party to any litigation
instituted by or against the other, the other will indemnify the faultless one
against all loss, liability, and expense, including reasonable attorneys' fees
and court costs, incurred by it in connection with such litigation. For the
purpose of this Article 17 the term Landlord shall include Landlord's Mortgagee
as defined in Article 11 if and only if Landlord's Mortgagee is the successful
litigant.

                               ARTICLE 18 NOTICES

          18.01 Any notice, approval, requests, demands, tenders, or other
communication which may be required or permitted to be given or delivered
hereunder shall be in writing and shall be deemed to have been given, delivered
and received (i) as of the date when the notice is actually personally
delivered, or (ii) if mailed, on the third business day after being deposited in
the United States Mail, certified, return receipt requested, to the address for
each party set forth below, as of the date which is the date of the post mark on
such notice, or (iii) if delivered by courier or express mail service, telegram
or mailgram, to the address for each party set forth below, where the carrier
provides or retains evidence of the date of delivery, as of the date of such
delivery, or (iv) one (1) day after being delivered to a nationally recognized
commercial courier for next day delivery, to the address for each party set
forth below. Any party, by written notice to the others in the manner herein
provided, may designate an address different from that set forth herein.

              (a)      To Tenant at:     Oncologix Corporation
                                            3725 Lawrenceville Suwanee Road
                                            Suite B-7
                                            Suwanee, Ga. 30024
                                         With a copy to Stephen T. Meadow Fs..
                                         c/o .Fireta Stoss & Dowdell PC.
                                         1747 East Morten, Suite 107,
                                         Phoenix, Arizona 85020.

              (b)      To Landlord at:   R & J Ventures, LLC
                                         Building A-1
                                         Sugar Hill, Georgia 30518

                                       6
<PAGE>


                                   ARTICLE 19

                                     WAIVER

          19.01 The waiver by Landlord of any breach of any term, covenant, or
condition herein contained shall not be deemed to be a waiver of such term,
covenant, or condition or any subsequent breach of the same or any other temp,
covenant, or condition herein contained. The subsequent acceptance of rent
hereunder by Landlord shall not be deemed to be a waiver of any preceding breach
by Tenant of any term, covenant, or condition of this Lease, other than the
failure of Tenant to pay the particular rental so accepted, regardless of
Landlord's knowledge of such preceding breach at the time of acceptance of such
rent.

                                   ARTICLE 20

                             EFFECT OF HOLDING OVER

          20.01 If Tenant should remain in possession of the Leased Premises
after the expiration of the lease term without the written consent of Landlord
and without executing a new lease, then such holding over shall be construed as
a tenancy at sufferance from month to month, subject to all the conditions,
provisions, and obligations of this Lease insofar as the same are applicable to
a month to month tenancy, except that the rent payable pursuant to subparagraph
3.01 hereof shall be multiplied by 1.25. In such event, Landlord shall have the
right to terminate such tenancy-at-sufferance by giving Tenant five (5) business
days prior written notice of such termination.

                                   ARTICLE 21

                                  SUBORDINATION

          21.01 This Lease and all rights of Tenant hereunder are and shall be
subject and subordinate to each Mortgage which may now or hereafter affect
Landlord's fee simple rifle to the Leased Premises, or any interest therein, and
to any modifications, renewals, consolidations, extensions or replacements
thereof; The subordination provisions hereof shall be wholly self-operative.
Tenant agrees without further act or agreement being required hereunder, to
recognize and attom to any party succeeding to the interest of Landlord as a
result of the enforcement of any Mortgage, and to be bound to such party under
all of the terms, covenants, and conditions of this Lease, for the balance of
the term of this Lease, including renewal terms, with the same force and effect
as if such party were the original Landlord under this Lease.

                                   ARTICLE 22

                              ESTOPPEL CERTIFICATE

          22.01 Upon ten (10) days notice from Landlord or Landlord's Mortgagee,
as the case may be, to Tenant, Tenant shall deliver a certificate dated as of
the first day of the calendar month in which such notice is received, executed
by an appropriate officer, partner or individual, in the form as Landlord or
such mortgagee may reasonably require and stating the following: (i) the
commencement date of this Lease; (ii) the space occupied by Tenant hereunder;
(iii) the expiration date hereof; (iv) a description of any renewal or expansion
options; (v) the amount of rental currently and actually paid by Tenant under
this Lease; (vi) the nature of any default or claimed default hereunder by
Landlord; (vii) that Tenant is not in default hereunder nor has any event
occurred which with the passage of time or the giving of notice would become a
default by Tenant hereunder and (viii) such other statements as Landlord or such
mortgagee may reasonably require.

                                   ARTICLE 23

                              MORTGAGEE PROTECTION

          23.01 In the event of any default on the part of Landlord, Tenant will
give notice by registered or certified mail to any holder of a Mortgage covering
the Leased Premises whose address shall have been furnished to Tenant, and shall
offer such Mortgagee the opportunity to cure the default as provided in the
SNDA, including a reasonable time period to obtain possession of the Leased
Premises by power of sale or a judicial foreclosure, if such should prove
necessary to effect a cure.

                                       7

<PAGE>


                                   ARTICLE 24

                              BROKERAGE COMMISSION

          24.01 Landlord shall pay Legend Realty Inc a commission equal to one
months rent.Tenant has no obligation with respect to such Tayment. No failure by
Landlord to nuke such payment shall diminish the rights of the Tenant hereunder.

                                   ARTICLE 25

                   COMPLIANCE WITH DECLARATION OF CONDOMINIUM

          25.01 In addition to and without in any way limiting any of the other
provisions of this Lease, Tenant shall comply with the provisions of the
Declaration as such Declaration pertains to the Leased Premises, except that
Landlord shall be responsible for payment of any annual and special assessments
imposed under the Declaration.

              A. This Lease shall be governed by Georgia law.

              B. Tenant shall not permit cars, trucks and other vehicles to be
parked in the Outside Common Areas except in the ordinary course of business,
e.g. no storage of inoperable vehicles shall be permitted. Tenants shall abide
by these rules and regulations. Tenant shall abide by such rules and
regulations. as Landlord may establish, change, alter or amend in Landlord's
sole discretion provided such rules and regulations are reasonable,
non-discriminatory and apply uniformly to the Park.

              C. Landlord's liability for performance of its obligations,
including but not limited to any indemnification under the terms of this Lease
shall be limited to its interest in the Leased Premises, and neither Landlord,
nor any officer, director, shareholder, member or partner of Landlord, shall
have any personal liability whatsoever with respect to this Lease. In the event
of any sale, conveyance, transfer or assignment by Landlord of its interest in
and to the Premises, and provided that Landlord's successor-in-title (or any
subsequent successor-in-title) in and to the Premises has assumed the
obligations of Landlord under this Lease, all obligations under this Lease of
the party selling, conveying, transferring, assigning or otherwise disposing
shall cease and terminate and, provided such assumption has occurred, Tenant
releases said party from same and Tenant shall thereafter look only and solely
to the party to whom or which the Premises were sold, conveyed, transferred,
assigned or otherwise disposed of for performance of all of Landlord's duties
and obligation under this Lease.

     IN WITNESS WHEREOF, the parties hereto who are individuals have set their
hands and seals, and the parties who are corporations, limited liability
companies or other entities have caused this instrument to be duly executed by
its proper officers and its corporate or other entity seal to be affixed, as of
the day and year first above written.

                                            LANDLORD:


                                            By:  /s/
                                               --------------------------------

                                            , its
                                                 -------------
As to Landlord, signed, sealed
and delivered in the presence of:


----------------------------------
Unofficial Witness
                                            TENANT:

                                            /s/
                                            -----------------------------------

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



As to Tenant, signed, sealed and
delivered in the presence of:


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

                                       8

<PAGE>






Unofficial Witness

                                       9

<PAGE>


                                   EXHIBIT "C"

                              RULES AND REGULATIONS

          1. The sidewalks, entries, passages, corridors, stairways and
elevators, if any, shall not be obstructed by Tenants, their employees or
agents, or used by them for purposes other than ingress and egress to and from
their respective suites other than in Tenant's initial move in.

          2. The Tenant shall not (without Landlord's written consent) install
or operate any fans, electric heaters, or stoves upon the Leased Premises
(except that standard microwave ovens are permitted), or carry on any mechanical
business thereon, or do any cooking thereon, or use or allow to be used upon the
Leased Premises, oil, burning fluids, kerosene, gasoline or kerosene for
hearing, warming or light. No article deemed hazardous on account of fire and no
explosives shall be brought into the Leased Premises. No offensive gases or
liquids wi11 be permitted within the Leased Premises.

          3. No sign, advertisement or notice shall be inscribed, painted or
affixed on any part of the inside or outside of the Leased Premises unless of
such color, size and style and in such places as shall first be designated by
Landlord; there shall be no obligation or duty on Landlord to allow any sign,
advertisement or notice to be inscribed, painted or affixed on any part of the
inside or outside of the Leased Premises. Tenant suite identification on or
adjacent to entry doors will conform to standards established by Landlord and
must be installed by Landlord at Tenant's expense. Landlord shall have the right
to remove all other signs, without notice to Tenant at the expense of Tenant. No
awnings or other projections shall be attached to the outside walls of the
Leased Premises.

          4. No person shall disturb the occupants of the Park by the use of any
musical instruments, radios, televisions, phonographs, tape players, etc., the
making of unreasonable noises, odors, vibrations or any other unreasonable use
of the Leased Premises. No dogs or other animals or pets of any kind will be
allowed in the Leased Premises, except for those animals used to assist persons
with disabilities. Landlord shall be notified in advance, and in writing, if any
such animals will be used on a regular basis.

          5. No portion of the Leased Premises shall be occupied or used as
sleeping or lodging quarters at any time.

          6. Tenant shall not employ any person other than janitors who are
expressly approved in writing by Landlord (who will be provided with pass-keys
into the Leased Premises) for the purpose of cleaning or taking charge of the
Leased Premises.

          7. Landlord reserves the right to exclude or expel from the Leased
Premises any person who, in the judgment of Landlord, is intoxicated or under
the influence of liquor or drugs, or who shall in any manner do any act in
violation of any of the rules and regulations of the Leased Premises.

                                       10
























~) {~negl i~ inc r~nc ,B 7 C amTzn~cy:i(le Suw iri~e.dt} C.-:'}:~ i }z tisa #
SetF+ctgSK3w t\[.oetl Se~N t site+ racy-k~#e a E l i4e&\OLK9 4--7 LawFer
eville.: Sits alwo:ci