EXHIBIT 10.(j)


                             OFFICE LEASE SUMMARY

                             BAILEY PARK AT BARRETT

THIS LEASE AGREEMENT (hereinafter referred to as the "Lease"), made and entered
into on the 4th day of December, 2001, between SOUTHEAST OFFICE
PARTNERS, L.L.C., 26 (hereinafter called "Landlord") and CRYOMEDICAL SCIENCES,
INC., a Delaware Corporation, (hereinafter called "Tenant");



                              W I T N E S S E T H:
                              --------------------

Summary of Lease:

     The following is a summary of certain portions of the Lease

<TABLE>

     <S>                               <C>
     Landlord:                         Southeast Office Partners

     Landlord's Address:               c/o The Hawkins Company
                                       2303 Cumberland Parkway
                                       Suite 100
                                       Atlanta, Georgia 30339

     Tenant:                           Cryomedical Sciences, Inc., a Delaware Corporation

     Tenant's Address:
                                       -------------------------------------------------



     Suite Number:                     Building 200, Suite 270

     Lease Term:                       1 year and 0 month

     Commencement Date:                December 5, 2001

     Expiration Date:                  December 4, 2002

     Rental Rate:                      $8.00 per square foot - months 1-6
                                       $10.75 per square foot - months 7-12

     Base Rental:                      $27,840 per annum: $2,320 per month - months 1-6
                                       $37,410 per annum: $3,117.50 per month - months 7-12

     Area of Promises:                 3,480 square feet.

     Tenants Percentage of Phase:      1.753 percent.

</TABLE>


                                       1
<PAGE>

<TABLE>

     <S>                               <C>
     Security Deposit:                 $3,117.50

     Broker:                           Resource Real Estate Partners, L.L.C.

     Co-Broker:                        CTR Partners, L.L.P.

</TABLE>

It is understood that the foregoing is intended as a summary of the Lease for
convenience only and if there is a conflict between the above summary and any
provisions of this Lease hereinafter set forth, the latter shall control.











                                       2
<PAGE>

                                 LEASE AGREEMENT
                                 ---------------

                             Bailey Park At Barrett

STATE OF GEORGIA

COUNTY OF COBB

THIS LEASE, made this 4th day December, 2001, by and between SOUTHEAST OFFICE
PARTNERS, L.L.C., 26 (hereinafter called "Landlord") and CRYOMEDICAL SCIENCES,
INC., a Delaware Corporation having its principal office located at

_______________________________________________   (hereinafter called "Tenant");

                                  W I T N E S S E T H:
                                  -------------------
1.       PREMISES
         --------

         In consideration of the rents, covenants, agreements, and stipulations
         set forth below, Landlord hereby leases to Tenant and Tenant hereby
         rents and leases from Landlord the following described space
         (hereinafter called "Premises"):

         Approximately 3,480 square feet located in Suite 270, 200 Building
         (hereinafter called "Building"), Bailey Park At Barrett, Building 200,
         Suite 270, 1000 Cobb Place Boulevard, Kennesaw, Georgia 30144, the
         Premises being more particularly shown and outlined on the plan
         attached hereto as Exhibit "A" and made a part hereof.

2.       TERM
         ----

         To have and to hold said Premises for a term of 1 years and 0 months
         commencing on the 1st day of December, 2001 (hereinafter called
         "Commencement Date") and ending at 6:00 p.m. on the 30th day of
         November, 2002 (hereinafter called "Term").

3.       RENTAL
         ------

         (a)    Tenant shall pay to Southeast Office Partners, L.L.C., 26, 2303
                Cumberland Parkway, Suite 100, Atlanta, Georgia 30339 or at such
                other place as Landlord may designate in writing, without
                notice, demand, deduction, or setoff, annual rental of ($32,625)
                (hereinafter called "Base Rental"), payable in monthly
                installments of $2,320 for months 1-6 and $3,117.50 for months
                7-12 in advance on the first day of each calendar month during
                the Term, together with any rental adjustments as hereinafter
                provided. A pro rata monthly installment shall be due for the
                first and last month of the Term should the Term begin or end on
                other than the first or last day of the calendar month. The
                first installment of Base Rental shall be paid contemporaneously
                with the execution of this Lease.



                                       3


<PAGE>




         (b)    If the Base Rental and any additional rental as hereinafter
                provided is not received by Landlord on or before the fifth
                (5th) day of the month for which such Base Rental and additional
                rental is due, Tenant shall pay a service charge equal to ten
                percent (10%) of the amount due for each thirty- (30-) day
                period that such amount remains unpaid (but in no event shall
                the amount of such service charge exceed the highest legally
                permissible rate chargeable at any time by Landlord under the
                circumstances). Should Tenant make a partial payment of past due
                amounts, the amount of such partial payment shall be applied
                first to reduce all accrued and unpaid service charges, in
                inverse order of their maturity, and then to reduce all other
                past due amounts, in inverse order of their maturity.
                Application and payment of said service charge shall be in
                addition to all other available remedies as hereinafter provided
                for the nonpayment of Base Rental and additional rental owed,
                and Landlord shall have available to it all such remedies.

4.       SECURITY DEPOSIT
         ----------------

         Upon execution of this Lease by Landlord and Tenant, Tenant shall
         deposit with Landlord the sum of Three Thousand One Hundred Seventeen
         and 50/100ths ($3,117.50) Dollars as a security deposit (hereinafter
         called the "Security Deposit"). Landlord shall hold the Security
         Deposit without liability for interest and as security for the
         performance by Tenant of Tenant's covenants and obligations under this
         Lease, it being expressly understood that the Security Deposit shall
         not be considered an advance payment of Base Rental, an advance payment
         of any rental adjustment as provided herein, or a measure of the
         damages which would be suffered by Landlord in the case of a default by
         Tenant. Landlord may commingle the Security Deposit with Landlord's
         other funds. Landlord may, from time to time, without prejudice to any
         other remedy, use the Security Deposit to the extent necessary to make
         good any arrearages or nonpayment of Base Rental, any rental adjustment
         as provided herein, any other sum provided herein to be paid by Tenant,
         or to satisfy any other covenant or obligation of Tenant hereunder.
         Following any such application of the Security Deposit, Tenant shall
         pay to Landlord on demand the amount so applied in order to restore the
         Security Deposit to its original amount. If Tenant is not in default at
         the termination of this Lease, the balance of the Security Deposit
         remaining after any such application shall be returned by Landlord to
         Tenant within thirty (30) days after such termination. If Landlord
         transfers its interest in the Premises during the Term, Landlord may
         assign the Security Deposit to the transferee and thereafter shall have
         no further liability for the return of such Security Deposit.

5.       RENTAL ADJUSTMENT
         -----------------

         (a)    Intentionally Deleted.

         (b)    Intentionally Deleted.

6.       COMPLETION, DELIVERY, AND ACCEPTANCE OF PREMISES
         ------------------------------------------------

         (a)    Intentionally Deleted.

         (b)    Intentionally Deleted.



                                       4


<PAGE>




         (c)    Intentionally Deleted.

7.       USE OF PREMISES
         ---------------

         Tenant shall use and occupy the Premises for office purposes and for
         light assembly and testing of medical equipment and for no other
         purpose without Landlord's prior-written consent. Tenant's use of the
         Premises shall not violate any ordinance, law, order, or regulation of
         any government body, or the "Rules and Regulations" of Landlord, made a
         part hereof as Exhibit "D." Nor shall Tenant use the Premises in any
         manner that may vitiate the insurance, increase the rate of insurance
         on the Premises or Building, injure the Premises or Building, commit
         waste, or create a nuisance, trespass, menace, or disturbance of the
         quiet enjoyment of occupants of adjacent premises or buildings.

8.       QUIET ENJOYMENT
         ---------------

         Provided the Tenant pays the Base Rental, all rental adjustments and
         all other sums herein provided to be paid by Tenant, and performs all
         of Tenant's covenants and agreements herein contained, Tenant shall at
         all times during the Term peaceably and quietly enjoy the Premises
         without any disturbance from Landlord or from any other person, subject
         to the terms, provisions, covenants, agreements, and conditions of this
         Lease and to the Deeds to Secure Debt, Security Deeds, and other
         matters to which this Lease is subordinate and subject. This covenant
         and any and all covenants of Landlord shall be binding upon Landlord
         and its successors only with respect to breaches occurring during its
         or their respective periods of ownership of the Landlord's interest
         hereunder.

9.       COMMON AREA
         -----------

         (a)    The term "Common Area" is defined for all purposes of this Lease
                as those areas and parts of Bailey Park At Barrett intended for
                the common use and/or benefit of all occupants of Bailey Park At
                Barrett, including among other facilities, parking areas,
                sidewalks, driveways, service areas, trash dumpsters, common
                loading areas, and landscaped areas. Tenant shall have access
                with all other tenants to these areas, and agrees not to
                interfere with the use and access of the Common Area by other
                occupants of the Building or other Bailey Park At Barrett
                facility.

         (b)    Landlord shall maintain and keep clean the Common Area, and
                shall be responsible for the operation, management, and
                maintenance of the Common Area, the manner and expenditures
                thereof to be in the sole discretion of Landlord. Tenant agrees
                to pay its proportionate share of the costs of Common Area
                Maintenance and operation (hereinafter called "CAM"), including,
                but not limited to, those expenses incurred for water, sewer,
                landscape maintenance, general maintenance and services,
                lighting, painting, cleaning, policing, inspecting, repair and
                replacement, management fees, together with a reasonable
                allowance for overhead and depreciation of necessary equipment.

         (c)    Tenant's proportionate share of the CAM costs shall be computed
                by the ratio that the square footage of the Premises, indicated
                in Paragraph 1 hereof, bears to 197,987 square feet, the total
                square footage of the office-service facilities of Bailey Park
                At Barrett. Tenant shall pay to Landlord as additional rental
                each year an "Estimated CAM Charge,"



                                       5


<PAGE>




                payable in advance in equal monthly installments, beginning on
                the first day of the Term. The Estimated CAM Charge each year
                shall be based upon Landlord's reasonable estimate of the CAM
                costs for such year. The Estimated CAM Charge for the first
                calendar year in which the Term begins shall be $1.10 per square
                foot. Within ninety (90) days following the close of each
                calendar year during the Term, or any renewal or extension
                thereof, or as soon thereafter as practicable, Landlord shall
                furnish to Tenant a "CAM Statement," detailing the actual CAM
                costs for the preceding year, Tenant's proportionate share
                thereof, and the Estimated CAM Charge for which Tenant shall be
                responsible during the then-current calendar year. At such time,
                a lump-sum payment shall be made by one party to the other, as
                appropriate, consisting of any difference between Tenant's
                proportionate share of the actual CAM costs for the preceding
                year and the Estimated CAM Charge paid by Tenant for such year,
                plus any appropriate adjustment for the period of time between
                the close of the preceding calendar year and the date of said
                CAM Statement.

10.      SERVICES AND UTILITIES
         ----------------------

         (a)    Tenant shall be solely responsible and shall pay for all
                janitorial services, gas, electricity, fuel, light, heat, power,
                and other utility services for the Premises, or used by Tenant
                in connection therewith. If Tenant does not pay the utility
                charges in a timely manner, Landlord may pay the same, and the
                costs for such payment shall be added to the rental of the
                Premises. Tenant shall not conduct any operation nor install any
                equipment which may exceed or overburden the capacity of any
                utility facilities serving the Premises. Should any of Tenant's
                operations or equipment require additional utility facilities,
                the same shall be installed by Tenant at Tenant's expense in
                accordance with plans and specifications approved in advance and
                in writing by Landlord.

         (b)    Landlord shall contract for or otherwise provide water and sewer
                services to the Premises. If, in the sole judgment of Landlord,
                Tenant's use of the water and sewer overburdens the facilities
                of the same or is disproportionate to the use of said services
                by other occupants of the Building, Landlord may require that
                Tenant, at its sole expense, provide additional
                Landlord-approved service facilities and/or adjust Tenant's
                proportionate share of the CAM costs accordingly.

         (c)    Landlord reserves the right to stop the supply of water, sewer,
                electrical current, gas, and other services without incurring
                any liability to Tenant, where necessary by reason of accident,
                breakdown, defect, or emergency, or for repairs, alterations,
                replacements, or improvements which in the judgment of Landlord
                are desirable or necessary, or when prevented from supplying
                such services by strikes, lockouts, difficulty of obtaining
                materials, accidents, or bylaws, orders, or inability by
                exercise of reasonable diligence to obtain said services. No
                diminution or abatement of rent, damages for failure to furnish
                such services, or other compensation shall be claimed by Tenant
                as a result of, nor shall this Lease or any of the obligations
                of Tenant be affected or reduced by reason of, any such
                interruption, curtailment, cessation, or suspension.




                                       6


<PAGE>

11.      HVAC EQUIPMENT MAINTENANCE
         --------------------------

         Tenant shall obtain upon occupancy and keep current and in force during
         the Term, or any extension, or renewal thereof a contract, in a form
         and with a dealer-authorized contractor acceptable to Landlord,
         providing for the service and maintenance of the heating, ventilating,
         and air-conditioning ("HVAC") equipment serving the Premises. The
         contract shall at a minimum provide for an inspection, necessary
         repairs, filter, and lubrication service each calendar quarter and
         tune-up service each spring and fall season. Said contract shall
         provide that it shall not be canceled by either Tenant or contractor
         except upon thirty (30) days' prior-written notice to Landlord. A copy
         of the contract shall be delivered to Landlord upon the commencement of
         the Term, as shall any modification, extension, renewal, cancellation,
         or replacement within ten (10) days thereof. Landlord warrants that all
         HVAC equipment is in good working order at lease commencement.

12.      REPAIR, MAINTENANCE, AND ALTERATION OF PREMISES
         -----------------------------------------------

         (a)    Landlord shall keep the foundation, roof, and exterior walls of
                the Premises (except windows, doors, door closure devices,
                window and door frames, molding, locks, and hardware) in good
                repair, except that Landlord shall not be required to make any
                repairs occasioned by the act or negligence of Tenant, its
                agents, employees, sublessees, invitees, and/or licensees. In
                the event the Premises should become in need of repairs which
                are required to be made by Landlord hereunder, Tenant shall give
                immediate written notice of such to Landlord, and Landlord shall
                have a reasonable time after the delivery of said notice to make
                such repair.



                                       7


<PAGE>




         (b)    Tenant agrees throughout the Term, any extension, or renewal
                thereof, to keep and maintain, at Tenant's sole cost and
                expense, the Premises and all fixtures and equipment therein,
                including all plumbing, heating, air conditioning, electrical,
                gas, water, sewer and like fixtures and equipment, and also
                including the Premises' window glass, service doors, entrance
                and personnel doors, door frames, locks, and hardware, interior
                ceilings, walls, floors, and all authorized signs visible from
                outside the Premises in good repair, order, and condition,
                making all repairs and replacements thereto as may be desired or
                required; all repairs and replacements to be of the same or
                better quality, design, and class as the original work and
                equipment. If any repairs required to be made by Tenant
                hereunder are not made within ten (10) days after written notice
                is delivered to Tenant by Landlord, Landlord may at its option
                make such repairs without liability to Tenant for loss or damage
                which may result to Tenant's equipment, fixtures, inventory, or
                business by reason of such repairs, and Tenant shall pay to
                Landlord upon demand as additional rental hereunder the cost of
                such repairs, plus interest at the rate of one and one-half
                (1-1/2%) percent per month from the date of payment by Landlord
                until repaid by Tenant.

         (c)    Tenant shall not make any alterations, additions, repairs,
                improvements, or installations to the Premises without the
                prior-written consent of Landlord. All alterations, additions,
                repairs, improvements, installations, equipment, and fixtures,
                by whomever installed or erected, except such business trade
                fixtures belonging to Tenant as can be removed without damage to
                or leaving incomplete the Premises or Building, shall remain
                upon and be surrendered with the Premises and become the
                property of Landlord, at its option, at the termination of this
                Lease. Any floor tile, carpeting, or other floor covering shall,
                at Landlord's option, become its property without credit or
                compensation to Tenant. Landlord, however, reserves the right to
                require Tenant to remove any improvements or additions made to
                the Premises by Tenant, who further agrees to do so prior to the
                expiration of the Term or within thirty (30) days after notice
                from Landlord, whichever shall be later, provided Landlord gives
                such notice no later than thirty (30) days after the expiration
                of Tenant's occupancy of the Premises.

         (d)    No later than the last day of the Term, Tenant will remove all
                Tenant's personal property and repair all injury done by or in
                connection with the installation or removal of said property and
                surrender Premises, together with all keys to Premises, in as
                good condition as existed at the beginning of the Term,
                reasonable wear alone excepted. All property of Tenant remaining
                on Premises after the expiration of the Term shall be deemed
                conclusively abandoned and may be removed by Landlord, and
                Tenant shall reimburse Landlord for the cost of removing the
                same, subject however, to Landlord's right to require Tenant to
                remove any improvements or additions made to Premises by Tenant
                pursuant to preceding Subparagraph (c).

         (e)    All construction work done by Tenant within the Premises shall
                be performed in good and workmanlike manner, performed only by
                contractors or workmen approved by Landlord, in compliance with
                all governmental requirements, and in such a manner as to cause
                a minimum of interference with other construction in progress in
                the Building or with any other occupants in the Building or
                other Bailey Park At Barrett facility. Tenant agrees to
                indemnify and hold harmless Landlord against any loss,
                liability, or damage resulting from such work, and Tenant shall,
                if requested by Landlord, furnish a bond or




                                        8


<PAGE>




                  other security satisfactory to Landlord against any such loss,
                  liability, or damage. Tenant shall notify Landlord in writing
                  five (5) days prior to employing any contractor or workman to
                  perform work resulting in any alteration or addition to the
                  Premises, and Landlord must first approve in writing all plans
                  and specifications prepared in connection with such work.

         (f)    Tenant shall not suffer or permit any materialmen's, mechanics',
                artisans', or other liens to be filed or placed or exist against
                the land or Building of which the Premises are a part, or
                Tenant's interest in Premises by reason of work, services, or
                materials supplied or claimed to have been supplied to Tenant,
                or anyone holding the Premises or any part thereof through or
                under the Tenant, and nothing contained in this Lease shall be
                deemed or construed in any way as constituting the consent or
                request of Landlord, expressed or implied, to any contractor,
                subcontractor, laborer, or materialman for the performance of
                any labor or the furnishing of any materials for any
                improvements, alterations, or repairs of or to the Premises or
                any part thereof, nor as giving Tenant any right, power, or
                authority to contract for or permit the rendering of any
                services or the furnishings of any materials that would give
                rise to the filing of a materialmen's, mechanics', or other lien
                against the Premises. If any such lien should at any time be
                filed, Tenant shall cause the same to be discharged of record
                within fifteen (15) days after the date of filing the same. If
                Tenant fails to so discharge such lien, then, in addition to any
                other right or remedy available to Landlord, Landlord may, but
                shall not be obligated to, discharge the same either by paying
                the amount claimed, or by procuring the discharge of such lien
                by a deposit in court, or by posting a bond. Any amount paid by
                Landlord for any of the aforesaid purposes, or for the
                satisfaction of any other lien not caused by Landlord, and all
                reasonable expenses of Landlord in defending any such action or
                in procuring the discharge of such lien, shall be deemed
                additional rental hereunder, and shall be repaid by Tenant to
                Landlord on demand.

13.      REAL ESTATE TAX AND INSURANCE INCREASE
         --------------------------------------

         (a)    If Tenant occupies the Premises beyond the original Lease Term
                Tenant agrees to pay to Landlord Tenant's proportionate share of
                the amount, if any, by which the total of all real estate taxes
                and costs of insurance attributable to Bailey Park At Barret's
                office-service buildings and property for each calendar year
                exceeds the "Base Amount," (herein defined as being the 2001
                actual amount per square foot contained in Bailey Park At
                Barrett's office-service facilities). Tenant's proportionate
                share of any such real estate tax and insurance increase shall
                be computed by the ratio that the square footage of the
                Premises, indicated in Paragraph 1 hereof, bears to 197,987, the
                total square footage of all completed office-service facilities
                in Bailey Park At Barrett.

         (b)    As used in this Paragraph "real estate taxes" shall mean all
                real estate taxes and assessments levied against, in respect to,
                or attributable to Bailey Park At Barrett office-service
                buildings and property, or any other tax levied against Landlord
                as a substitution for, or in lieu of, any tax which would
                otherwise constitute a real estate tax or a specific tax on
                rentals from the buildings, plus the cost, including attorneys'
                and appraisers' fees, of any negotiation, contest, or appeal
                pursued by Landlord in an effort to reduce the tax or assessment
                on which any tax provided for in this Paragraph is based.




                                       9


<PAGE>




         (c)    As used in this Paragraph, "insurance" shall mean all hazard,
                public liability, and property damage insurance attributable to
                Bailey Park At Barrett procured by Landlord in its sole and
                reasonable discretion.

         (d)    Tenant shall pay to Landlord as additional rental each year
                following the first calendar year in which the Term begins an
                "Estimated Tax and Insurance Increase," payable in equal monthly
                installments in advance. The Estimated Tax and Insurance
                Increase each year shall be based upon Landlord's reasonable
                estimate of any increases in real estate taxes and insurance
                costs for such year over the Base Amount. As soon as practicable
                following the close of each calendar year during the Term, or
                any renewal, or extension thereof beginning after the first
                calendar year during the Term, Landlord shall furnish to Tenant
                a "Tax and Insurance Statement," detailing actual real estate
                taxes and insurance costs for the preceding year, Tenant's
                proportionate share of any increases over the Base Amount, and
                the Estimated Tax and Insurance Increase for which Tenant shall
                be responsible during the then-current calendar year. At such
                time, a lump-sum payment shall be made by one party to the
                other, as appropriate, to consist of any difference between
                Tenant's proportionate share of actual real estate tax and
                insurance costs in excess of the Base Amount and the Estimated
                Tax and Insurance Increase paid for the preceding calendar year,
                plus any appropriate adjustment for the period of time between
                the close of the preceding calendar year and the date of the Tax
                and Insurance Statement. For the purpose of the first Tax and
                Insurance Statement issued following the close of the first
                calendar year during the Term, the Base Amount shall be treated
                as the "Estimated Tax and Insurance Increase paid for the
                preceding calendar year."

14.      OTHER TAXES
         -----------

         Tenant shall be liable for and shall pay before delinquency any and all
         taxes, assessments, fees, or public charges assessed against, imposed,
         or levied upon the trade fixtures, furnishings, equipment, and all
         other personal property contained in the Premises. If any such taxes or
         charges are levied against Landlord or Landlord's property, and if
         Landlord elects to pay the same, or if the assessed value of Landlord's
         property is increased by the inclusion of personal property contained
         in the Premises and Landlord elects to pay the taxes or charges based
         on such increase, Tenant shall pay to Landlord upon demand that part of
         such taxes or charges for which Tenant is responsible hereunder.

15.      INSURANCE, WAIVER OF SUBROGATION, INDEMNITY AND MUTUAL RELEASE
         --------------------------------------------------------------

         (a)    Landlord shall maintain during the Term, any extension, or
                renewal thereof fire and extended coverage insurance on the
                Building in an amount sufficient to repair or replace the
                Building in case of damage or destruction from perils normally
                covered by standard insurance.

         (b)    Tenant shall carry and maintain at all times during the Term,
                any extension or renewal thereof, fire and extended coverage
                insurance with a carrier satisfactory to Landlord insuring
                Tenant's interest in Tenant's improvements, fixtures, and
                equipment in the Premises to the extent of at least eighty (80%)
                percent of their insurable value. The proceeds from such
                insurance policy or policies shall first be used for the repair
                or replacement of the above insured items, and Landlord shall
                sign all documents necessary




                                       10


<PAGE>




                or proper in connection with the settlement of any claim or loss
                by Tenant. Tenant shall carry and maintain at all times during
                the Term, or any extension or renewal thereof, comprehensive
                public liability insurance for the benefit of Tenant and
                Landlord jointly against liability from bodily injury and
                property damage with a carrier satisfactory to Landlord in an
                amount of not less than $ 1,000,000.00 combined single limit per
                occurrence for bodily injury, death, or property damage. Prior
                to occupancy of the Premises, Tenant shall deliver to Landlord
                the policy or policies of such insurance, or a certificate, or
                certificates thereof, as well as any modification, extension,
                renewal, cancellation, or replacement at least ten (10) days
                prior to such modification, extension, renewal, cancellation, or
                replacement. The instruments shall evidence that such insurance
                is in force, that said insurance will not be canceled without
                thirty (30) days' prior notice to Landlord by the carrier, and
                that the carrier waives all rights to recovery by way of
                subrogation against Landlord.

         (c)    If Landlord's property insurance premiums on the Building are
                increased due to Tenant's use of the Premises, Tenant shall pay
                such increase as additional rental.

         (d)    Tenant hereby agrees to indemnify, defend, and hold Landlord
                harmless against all claims for damages to persons or property
                by reason of the use or occupancy of the Premises.

         (e)    Landlord and Tenant mutually release the other from all
                liability or responsibility for any loss, injury, or damage
                covered or normally covered by insurance, unless caused by
                proven affirmative acts of negligence by the other party, or by
                one for whom such party may be responsible.

16.      DESTRUCTION OR DAMAGE TO PREMISES
         ---------------------------------

         If during the Term, or any extension or renewal thereof, the Premises
         or Building suffer a "Major Casualty" (as that term is hereinafter
         defined) by storm, fire, earthquake, or other casualty, the Lease, at
         the option of either party exercised by giving written notice to the
         other within thirty (30) days of such destruction or damage, shall
         terminate as of the date of such Major Casualty, and rental shall be
         accounted for as between Landlord and Tenant as of that date. As used
         herein, "Major Casualty" shall mean destruction or damage to the
         Premises or Building which, in Landlord's reasonable estimation, cannot
         be restored within one hundred twenty (120) days of such destruction or
         damage. If the Premises or Building suffer a Major Casualty, and
         neither party elects to terminate this Lease, Landlord shall use its
         best efforts to restore the Premises or Building as promptly as
         practicable, subject to delays due to circumstances beyond Landlord's
         reasonable control. If the Premises or Building suffer a "Minor
         Casualty" (defined herein as destruction or damage by storm, fire,
         earthquake, or other casualty which, in Landlord's reasonable
         estimation, can be restored within one hundred twenty [120] days of
         such destruction or damage), Landlord shall use its best efforts to
         restore the Premises or Building as promptly as practicable, subject to
         delays due to circumstances beyond Landlord's reasonable control. All
         rentals shall abate from the date upon which said Major or Minor
         Casualty occurred until the Premises or Building are substantially
         restored, and the Term shall be extended by the extent of such
         abatement. If the Premises or Building are damaged by any such
         casualty, whether Major or Minor, when there are twelve (12) months or
         less remaining in the Term, Landlord may, at its option, terminate this
         Lease upon written notice to Tenant given within thirty (30) days after
         such



                                       11
<PAGE>




         destruction or damage, and rental shall be accounted for as between
         Landlord and Tenant as of the date of such destruction or damage. In no
         event shall rental abate if damage or destruction to the Premises or
         Building is the result of negligence of Tenant, its agents, or
         employees.

17.      EMINENT DOMAIN
         --------------

         If the Premises, any substantial part thereof, the land on which the
         Building stands, or any estate therein shall be taken by any competent
         authority under the power of eminent domain, or is conveyed or leased
         in lieu of such taking, or is acquired for any public or quasi-public
         use or purpose, the Term of this Lease shall terminate upon the date
         when the possession of said Premises or the part thereof so taken, is
         taken, conveyed, or leased, without apportionment of the award, and
         Tenant shall have no claim against Landlord for the value of any
         unexpired Term. If any condemnation proceedings shall be instituted in
         which it is sought to take or damage any part of the Building or the
         land under it or contiguous thereto, or if the grade of any street or
         alley adjacent to the Building is changed by any competent authority,
         and such change of grade makes it necessary or desirable to remodel the
         Building to conform to the changed grade, Landlord shall have the right
         to cancel this Lease after having given written notice of cancellation
         to Tenant not less than ninety (90) days prior to the date of
         condemnation designated in the notice. In either of said events, rent
         at the then-current rate shall be apportioned as of the date of the
         termination. No money or other consideration shall be payable by
         Landlord to Tenant for the right of cancellation, and the Tenant shall
         have no right to share in the condemnation award or in any judgment for
         damages caused by the taking or the change of grade. Nothing in this
         Paragraph shall preclude an award being made to Tenant by the
         condemning authority for loss of business, or depreciation to, and cost
         of removal of, equipment or fixtures.

18.      SUBORDINATION
         -------------

         This Lease and all rights of Tenant hereunder shall be subject and
         subordinate to: (a) any Deeds to Secure Debt, Security Deeds, or
         similar security instruments (hereinafter collectively called the
         "Security Instrument") which do now or may hereafter affect the
         Premises or the Building or both (and which may also affect other
         property); and (b) any and all increases, renewals, modifications,
         consolidations, replacements, and extensions of any Security
         Instrument. This provision is hereby declared by Landlord and Tenant to
         be self-operative and no other instrument shall be required to effect
         such subordination of this Lease. Tenant shall, however, upon demand at
         any time or times execute, acknowledge, and deliver to Landlord any and
         all instruments and certificates that may be necessary or proper to
         more effectively subordinate this Lease and all rights of Tenant
         hereunder to any Security Instrument or to confirm or evidence such
         subordination. In the event Tenant shall fail or neglect to execute,
         acknowledge, and deliver any such subordination agreement or
         certificate, Landlord, in addition to any other remedies it may have,
         may, as the agent and attorney-in-fact of Tenant, execute, acknowledge,
         and deliver the same. Tenant hereby irrevocably nominates, constitutes,
         and appoints Landlord as Tenant's proper and legal agent and
         attorney-in-fact for such purposes. Such power of attorney is coupled
         with an interest and shall not terminate on disability of the
         principal. Tenant covenants and agrees, in the event any proceedings
         are brought for the foreclosure of any Security Instrument or if either
         the Premises or the Building or both are sold pursuant to any Security
         Instrument, to attorn to the purchaser upon any such sale if so
         requested by such purchaser and to recognize such purchaser as the
         Landlord under this Lease. Tenant agrees to execute and deliver at any
         time and from time to time upon the request of Landlord or any holder
         or holders of any of the



                                       12


<PAGE>




         indebtedness or other obligations secured by any Security Instrument,
         any certificate or instrument which, in the sole judgment of Landlord
         or of such holder or holders, may be necessary or appropriate to
         evidence such attornment. Tenant hereby irrevocably appoints Landlord
         and the holder or holders of the indebtedness or other obligations
         secured by any Security Instrument, jointly and severally, as the agent
         and attorney-in-fact of Tenant, to execute and deliver for and on
         behalf of Tenant any such instrument or certificate. Such power of
         attorney is coupled with an interest and shall not terminate on
         disability of the principal. This Lease and all rights of Tenant
         hereunder are further subject and subordinate, to the extent that the
         same relate to the Building or the Premises, to: (a) all ground or
         underlying leases in existence as of the date hereof or which may
         relate to the Building or the Premises in the future, and to any and
         all supplements, modifications, and extensions thereof, (b) all
         applicable ordinances of Cobb County, Georgia, relating to easements,
         franchises, and other interests or rights upon, across, or appurtenant
         to the Premises or the Building; and (c) all utility easements and
         agreements.








                                       13


<PAGE>




19.      ESTOPPEL CERTIFICATES
         ---------------------

          Tenant shall, at any time and from time to time, within ten (10) days
          after receipt of a written request from Landlord, execute,
          acknowledge, and deliver to Landlord or such other persons or entities
          as Landlord may request, a statement in a form reasonably satisfactory
          to Landlord, executed by Tenant, certifying: (a) that this Lease is
          unmodified and in full force and effect (or, if there have been
          modifications, that this Lease is in full force and effect as modified
          and setting forth such modifications); (b) the date or dates to which
          the Base Rental has been paid; (c) the Commencement Date; (d) the
          anticipated termination date of this Lease; (e) that no default exists
          under this Lease (or the existence of any known defaults, the
          particulars of such defaults and the action or actions required to
          remedy such defaults); (f) the existence of any setoffs against or
          defenses to the enforcement of the terms and conditions of this Lease,
          and the particulars of any such setoffs or defenses; and (g) any other
          information which Landlord may reasonably request. It is intended that
          any such statement by Tenant may be relied upon by any prospective
          purchaser or mortgagee of the Premises or the Building or both, or any
          assignee, sublessee, governmental authority, or public agency.

20.       ABANDONMENT
          ------------

         (a)    Tenant agrees not to abandon the Premises during the Term.

         (b)    Tenant agrees to remove from the Premises all equipment,
                merchandise, and personal property owned, used, or possessed by
                Tenant or any other person or entity (hereinafter collectively
                called the "Personal Property") upon vacating the Premises. If
                any Personal Property remains on the Premises after Tenant
                vacates the Premises, Landlord may provide Tenant with written
                notice stating that such Personal Property remains on the
                Premises (but Landlord shall be under no obligation to itemize
                such Personal Property). If Tenant has not removed such Personal
                Property within three (3) days after such notice, such Personal
                Property shall be conclusively deemed abandoned, notwithstanding
                that title to or a Security Interest in such Personal Property,
                may be held by an individual or entity other than Tenant, and
                Landlord may dispose of such Personal Property in any manner it
                deems proper, in its sole discretion. Tenant hereby waives and
                releases any claim against Landlord arising out of the removal
                and disposition of such Personal Property and waives and
                releases any claim to the Personal Property. Tenant shall
                indemnify, defend, and hold Landlord harmless for any costs,
                expenses, or fees incurred by Landlord in connection with the
                removal and disposition of such Personal Property.

21.      ASSIGNMENT AND SUBLETTING
         -------------------------

         (a)    Tenant shall not, without Landlord's prior-written consent,
                assign this Lease or any interest hereunder, or sublet the
                Premises or any part thereof, or permit the use of the Premises
                by any party other than Tenant. In the case of a requested
                sublease Landlord's consent shall not be unreasonably withheld,
                conditioned or delayed. If Tenant desires to assign or sublet
                all or a part of the Premises, Landlord shall have the option to
                reacquire all or that portion of the Premises which Tenant
                desires to assign or sublet, or to lease all or that part of
                Premises which Tenant desires to assign or sublet directly to
                Tenants proposed assignee or subtenant. If Tenant desires to
                assign or sublet all or a part of the Premises, Tenant must give
                Landlord a minimum of fifteen (15) days prior-written notice




                                       14
<PAGE>




                of such desire, which notice must set forth all relevant details
                concerning any proposed assignment or sublease, during which
                time Landlord shall have the right to determine whether it
                wishes to reacquire all or that part of the Premises which
                Tenant desires to assign or sublet, or to lease directly to
                Tenant's proposed assignee or subtenant, or consent to such
                assignment or sublet.

         (b)    Assignees or subtenants shall become directly liable to Landlord
                for all obligations of Tenant hereunder, without relieving
                Tenants liability. If Landlord exercises either of its options
                to reacquire all or that portion of the Premises which Tenant
                desires to assign or sublet, or to lease directly to Tenant's
                proposed assignee or subtenant, Tenant shall be released from
                all liability with respect to the portion of the Premises so
                reacquired or leased by Landlord. If consent is once given by
                Landlord to any assignment or sublease, such consent shall not
                operate to destroy or waive the necessity of Landlord's consent
                to any subsequent assignment or sublease, or of Landlord's right
                to reacquire all or part of the Premises, or to lease directly
                to Tenant's proposed assignee or subtenant in conjunction
                therewith.

         (c)    Any person or entity to which this Lease is assigned pursuant to
                the provisions of the United States Bankruptcy Code shall be
                deemed to have assumed all of the obligations of Tenant arising
                under this Lease on and after the date of such assignment. Any
                such assignee shall upon demand execute and deliver to Landlord
                an instrument confirming such assumption.

         (d)    If this Lease is assigned to any person or entity pursuant to
                the provisions hereof or the provisions of the United States
                Bankruptcy Code, any and all monies or other consideration
                payable or otherwise to be delivered in connection with any such
                assignment shall be paid or delivered to Landlord, shall be and
                remain the exclusive property of Landlord, and shall not
                constitute property of Tenant or of the estate of Tenant within
                the meaning of the United States Bankruptcy Code. Any and all
                sums or other consideration constituting Landlord's property
                under this Paragraph, but which are not paid or delivered to
                Landlord, shall be held in trust for the benefit of Landlord and
                be promptly paid or delivered to Landlord.

22.      LANDLORD'S ENTRY
         ----------------

         Landlord or Landlord's agent may enter the Premises at reasonable
         hours to show the Premises to mortgages, prospective purchasers or
         tenants, or to inspect Premises, or to make repairs required of
         Landlord under the terms hereof, or repairs to adjoining space within
         the Building. During the last sixty (60) days of this Lease, Landlord
         may display a "For Rent" sign on the Premises.

23.      HOLDING OVER
         ------------

         Should Tenant or any of its successors in interest continue to hold the
         Premises after termination of this Lease, whether such termination
         occurs by lapse of time or otherwise, such holding over shall
         constitute and be construed as a tenancy from month-to-month only, at a
         monthly rental equal to twice the monthly rent (including Base Rental
         and adjusted rental) provided herein at the time of such termination.
         During such time as Tenant shall continue to hold the Premises after
         the termination hereof, Tenant shall be regarded as a Tenant from
         month-to-month; subject,





                                       15


<PAGE>




         however, to all the terms, provisions, covenants, and agreements on the
         part of the Tenant hereunder. No payments of money by Tenant to
         Landlord after the termination of this Lease shall reinstate, continue,
         or extend the Term and no extension of this Lease after the termination
         hereof shall be valid unless and until the same shall be reduced to
         writing and signed by both Landlord and Tenant. Tenant shall be liable
         to Landlord for all damage which Landlord shall suffer by reason of
         Tenant's holding over and Tenant shall indemnify Landlord against all
         claims made by any other tenant or prospective tenant against Landlord
         resulting from delay by Landlord in delivering possession of the
         Premises to such other tenant or prospective tenant.

24.      EARLY TERMINATION
         -----------------

         No termination of this Lease or the prosecution of a civil action by
         Landlord to obtain a writ of possession to dispossess Tenant prior to
         the normal ending thereof by the lapse of time or otherwise shall
         affect Landlord's right to collect rent and other charges due, by
         acceleration, or otherwise as provided hereunder.

25.      DEFAULT
         -------

         (a)    If Tenant defaults by failing to pay rental or other charges
                within five (5) days after the date due hereunder, or if Tenant
                defaults in performing any other of Tenant's obligations
                hereunder, and fails to cure such default within thirty (30)
                days after written notice from Landlord; or if Tenant files for
                or is adjudicated a bankrupt; or if a permanent receiver is
                appointed for Tenant's property, including Tenant's interest in
                the Premises, and such receiver is not removed within sixty (60)
                days after written notice from Landlord to Tenant to obtain such
                removal; or if, whether voluntarily or involuntarily, Tenant
                takes advantage of any debtor relief proceedings under any
                present or future law, whereby the rent of any part thereof is
                or is proposed to be reduced, or payment thereof deferred; or if
                Tenant makes an assignment for the benefit of its creditors; or
                if the Premises or Tenant's effects or interest therein should
                be levied upon or attached under process against Tenant, and is
                not satisfied or dissolved within thirty (30) days after written
                notice from Landlord to Tenant to obtain satisfaction thereof-,
                then, and in any of said events, all rental and other charges
                then due or reserved herein shall immediately be due and payable
                by Tenant.

         (b)    Upon the occurrence of any of the events described in Paragraph
                25(a) above, Landlord shall have the right at its election, then
                or at any time thereafter, to pursue any one or more of the
                following remedies: (i) terminate this Lease by giving written
                notice thereof to Tenant, in which event Tenant shall
                immediately surrender the Premises to Landlord and, if Tenant
                fails so to do, Landlord may, without prejudice to any other
                remedy which it may have for possession or arrearages in rental
                or other charges, enter upon and take possession of the Premises
                and expel or remove Tenant and any other person who may be
                occupying said Premises, or any part thereof, by force, if
                necessary, without being liable for prosecution or any claim of
                damages therefor, and Tenant hereby agrees to pay to Landlord on
                demand the amount of all loss and damage which Landlord may
                suffer by reason of such termination, whether through inability
                to relet the Premises on satisfactory terms or otherwise; (ii)
                enter upon and take possession of the Premises and expel or
                remove Tenant or any other person who may be occupying said
                Premises, or any part thereof, by force, if necessary, without
                having any civil or criminal liability therefor and, without
                terminating this Lease; and (iii) Landlord may (but shall be
                under no obligation to) relet the Premises or any part thereof
                for the account of Tenant, in the name of Tenant or Landlord or
                otherwise, without notice to Tenant, for such term or terms
                (which may be





                                       16
<PAGE>





                greater or less than the period which would otherwise have
                constituted the balance of the term of this Lease) and on such
                conditions and for such uses as Landlord in its absolute
                discretion may determine and Landlord may collect and receive
                any rents payable by reason of such reletting, and Tenant agrees
                to pay Landlord on demand all reasonable expenses necessary to
                relet the Premises. After Landlord elects to pursue any of its
                remedies under this Paragraph 25, Tenant shall have no right to
                cure its default hereunder by tendering payment of rental.

         (c)    The reentry or taking possession of the Premises by Landlord or
                the prosecution of a civil action by Landlord to obtain a writ
                of possession to dispossess Tenant shall not be construed as an
                election on Landlord's part to terminate this Lease unless a
                written notice of such termination is given to Tenant, and in
                all such events Tenant shall remain liable to Landlord for all
                rental and other charges reserved hereunder. Upon any reletting
                of the Premises by Landlord, Tenant shall be liable to Landlord
                for the deficiency, if any, between all rent reserved hereunder
                and the total rental applicable to the term obtained by Landlord
                in reletting the Premises, and for Landlord's expenses in
                restoring the Premises, and all costs incident to reletting.

         (d)    Should any dispute arising under or out of the terms of this
                Lease result in litigation, Tenant hereby waives any and all
                rights to a jury trial in connection with such litigation.
                Tenant further waives any and all right to remain in possession
                of the Premises during such litigation and/or any appeals
                resulting therefrom. Tenant hereby agrees that this Lease or a
                copy thereof may be made part of the record in any such
                litigation.

26.      BANKRUPTCY
         ----------

         Neither this Lease, nor any interest herein, nor any estate hereby
         created shall pass to any trustee or receiver in bankruptcy or to any
         other receiver or assignee for the benefit of creditors by operation of
         law during the Term, or any renewal, or extension thereof.

27.      LATE PAYMENT, ATTORNEYS' FEES, AND HOMESTEAD
         --------------------------------------------

         Any amounts payable hereunder by Tenant to Landlord which are not paid
         on or before the date due shall bear interest at the rate of one and
         one-half (1-1/2%) percent per month from said due date. If any rent
         owing under this Lease is collected by or through an attorney-at-law,
         Tenant agrees to pay and amount equal to fifteen (15%) percent thereof
         as attorneys' fees. Tenant waives all homestead rights and exemptions
         which he may have under any law as against any obligation owing under
         this Lease, and hereby assigns to Landlord his homestead rights and
         exemptions.

28.      NO ESTATE IN LAND
         -----------------

         It is understood and agreed that Tenant has only a usufruct under this
         Lease, not subject to levy and sale, and that no estate shall pass out
         of Landlord to Tenant hereunder, Tenant's rights to the use of the
         Premises being solely contractual.

29.      REMEDIES CUMULATIVE
         -------------------

         The rights given herein are in addition to any rights that may be given
         by any statute or otherwise.



                                       17


<PAGE>





30.      LANDLORD'S LIABILITY
         --------------------

         Landlord shall have no liability or obligation to Tenant with respect
         to this Lease except insofar as Landlord may have any right, title, or
         interest in and to the real property or Premises which are the subject
         matter hereof

31.      NOTICE
         ------

         (a)    Any notice by either party to the other shall be valid only if
                in writing, and shall be deemed to be duly given only if
                delivered personally or sent by registered or certified mail,
                return receipt requested, addressed: (i) if to Tenant, at the
                Building; and (ii) if to Landlord, at Landlord's address set
                forth in Paragraph 3 hereof, or at such other address for either
                party as that party may designate by written notice to the
                other. Any notice sent as hereinabove provided shall be deemed
                given or delivered: (i) upon receipt if personally delivered
                (provided that such delivery is confirmed by the courier
                delivery service); or (ii) if sent by United States Mail on the
                date appearing on the return receipt therefor, or if there is no
                date on such return receipt, the receipt date shall be presumed
                to be the postmark date appearing on such return receipt.

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

32.      PARAGRAPH CAPTIONS
         ------------------

         The paragraph captions in this Lease are included for convenience only,
         and shall not be taken into consideration in any construction or
         interpretation of this Lease or any of its provisions.

33.      GENDER
         ------

         The parties "Landlord," "Tenant," and "Agent" and pronouns relating
         thereto, as used herein, shall include male, female, singular and
         plural, corporation, partnership, or individual, as may fit the
         particular parties.

34.      TENANT CORPORATION, PARTNERSHIP, OR INDIVIDUAL
         ----------------------------------------------

         If Tenant executes this Lease as a corporation, each of the persons
         executing this Lease on behalf of Tenant does hereby covenant, warrant,
         and represent that Tenant is a duly authorized and existing
         corporation, that Tenant has and is qualified to do business in
         Georgia, that the corporation has full right and authority to enter
         into this Lease, and that each and all persons signing on behalf of the
         corporation were authorized to do so. Upon Landlord's request, Tenant
         shall provide Landlord with evidence reasonably satisfactory to
         Landlord confirming the foregoing covenants and warranties. If Tenant
         executes this Lease as a partnership, Tenant does hereby covenant,
         warrant, and represent that all the persons who are general or managing
         partners in said partnership have executed this Lease on behalf of
         Tenant, or that this Lease has been executed and delivered pursuant to
         and in conformity with a valid and effective authorization therefor, by
         all of the general or managing partners of such partnership, and is and
         constitutes the valid and binding agreement of the partnership and each
         and every partner therein in accordance




                                       18


<PAGE>





         with its terms. Also, it is agreed that each and every present and
         future partner of Tenant shall be and shall remain at all times jointly
         and severally liable hereunder, and that the death, resignation, or
         withdrawal of any partner shall not release the liability of such
         partner under the terms of this Lease unless and until Landlord
         consents in writing to such release. If Tenant executes this Lease as
         an individual, Tenant does hereby covenant, warrant and represent that
         his legal residence address is set forth below his signature on this
         Lease.

35.      HEIRS AND ASSIGNS
         -----------------

         The provisions of this Lease shall bind and inure to the benefit of
         Landlord, Tenant, Agent, and their respective successors, heirs, legal
         representatives, and, where permitted, assigns; it being understood
         that the term "Landlord," as used in this Lease, means only the owner
         of the land and Building of which Premises are a part, so that in the
         event of any sale or sales of said property or of any lease thereof,
         the Landlord named herein shall be and hereby is entirely freed and
         relieved of all covenants and obligations of Landlord hereunder
         accruing thereafter; and it shall be deemed without further agreement
         that the purchaser or the lessee, as the case may be, has assumed and
         agreed to carry out any and all covenants and obligations of Landlord
         hereunder during the period such party has ownership or leasehold
         rights of die land and Building. Should the land and the entire
         Building be severed as to ownership by sale and/or lease, then the
         owner of the entire Building or tenant of the entire Building who has
         the right to lease space in the Building to others shall be deemed the
         "Landlord." Tenant shall be bound to any succeeding party Landlord for
         all the terms, covenants, and conditions hereof, and shall execute any
         attornment agreement not in conflict herewith at the request of any
         such succeeding party Landlord.

36.      TIME OF ESSENCE
         ----------------

         Time is of the essence of this Agreement.

37.      NO IMPLIED WAIVER
         -----------------

         The failure of Landlord to insist at any time upon the strict
         performance of any covenant or agreement herein, or to exercise any
         option, right power, or remedy contained in this Lease, shall not be
         construed as a waiver of or a relinquishment thereof for the future. No
         payment by Tenant or receipt by Landlord of a lesser amount than the
         monthly installment of Base Rental, additional rental, or any other sum
         herein provided to be paid by Tenant shall be deemed to be other than
         on account of the earliest such payment due hereunder, nor shall any
         endorsement or statement on any check or any letter accompanying any
         check or payment as Base Rental, additional rental, or any other sum
         herein provided to be paid by Tenant be deemed an accord and
         satisfaction, and Landlord may accept such check or payment without
         prejudice to Landlords right to recover the balance of such Base
         Rental, additional rental, or any other sum herein provided to be paid
         by Tenant, or pursue any other remedy provided for in this Lease.

38.      RULES AND REGULATIONS
         ---------------------

         Tenant and Tenant's agents, employees, and invitees shall fully comply
         with all requirements of the Rules and Regulations (as changed from
         time to time as hereinafter provided) which are




                                       19


<PAGE>





         attached hereto as Exhibit "D" and made a part hereof. Landlord shall
         at all times have the right to change such Rules and Regulations or to
         promulgate other Rules and Regulations in such reasonable manner as
         Landlord, in its sole discretion, may deem advisable; provided,
         however, that such changes shall not become effective and a part of
         this Lease until a copy thereof shall have been delivered to Tenant.
         Tenant shall further be responsible for compliance with such Rules and
         Regulations by the employees, servants, agents, visitors, and invitees
         of Tenant.

39.      COMMISSION
         ----------

         (a)    Landlord agrees to pay Resource Real Estate Partners, LLC, as
                compensation for services rendered in procuring this Lease, as
                further provided in that certain Exclusive Leasing Listing
                Agreement, dated November 1, 2001, by and between Southeast
                Office Partners, LLC, 26 and Resource Real Estate Partners, LLC.
                Resource Real Estate Partners agrees to pay CTR Partners as
                compensation for services rendered in procuring this Lease, as
                set forth in the Co-Brokerage Agreement between them.

40.      RELOCATION
         ----------

         (a)    In order to facilitate Landlord's leasing program for the
                Project, Landlord shall be entitled at any time prior to
                Tenant's occupancy of the Premises to cause Tenant to relocate
                from the Premises to comparable space within Bailey Park At
                Barrett (hereinafter called "Center"). Any such relocation shall
                be entirely at the expense of Landlord or the third-party tenant
                replacing Tenant in the Premises. Such a relocation shall not
                terminate or otherwise affect or modify this Lease, except that
                from and after the date of such relocation, "Premises" shall
                refer to the relocation space into which Tenant has been moved,
                rather than the original Premises as herein defined.

         (b)    At any time after Tenant's occupancy of the Premises, Landlord
                reserves the right to relocate Tenant in substitute premises of
                equivalent square footage and approximate configuration within
                the Center upon sixty (60) days written notice to the Tenant. If
                this right is exercised, Landlord shall, at its own expense,
                provide Tenant with paint, wallcovering, and carpeting at the
                new location, comparable to those in the original location, and
                shall at Landlord's expense, move Tenant' s office furnishings
                to the new location. If the then-current base rental rate at the
                new location is less than at the original location, Tenant's
                Base Rental shall be reduced accordingly, but if the
                then-current base rental rate at the new location is higher than
                at the original location, Tenant's Base Rental shall not be
                increased for the remainder of the Lease Term. If Landlord
                requests relocation of Tenant in accordance with the provisions
                of this Subparagraph 40(b) and Tenant gives written notice to
                Landlord of its objection thereto within twenty (20) days after
                receipt of the notice from Landlord, Landlord may, by written
                notice to Tenant within twenty (20) days after notice of
                Tenant's objection, withdraw the request for relocation. If the
                request is not withdrawn within said twenty (20) day period,
                Tenant shall have the option of terminating this Lease by
                written notice to Landlord within thirty (30) days after
                expiration of said twenty (20) day period.




                                       20

<PAGE>

41.      JOINT AND SEVERAL LIABILITY
         ---------------------------

         If there is more than one Tenant, the obligations imposed upon Tenant
         under this Lease shall be joint and several.

42.      EFFECT OF DELIVERY OF THIS LEASE
         --------------------------------

         Landlord has delivered a copy of this Lease to Tenant for Tenant's
         review only, and the delivery hereof does not constitute an offer to
         Tenant or option to lease to Tenant. This Lease shall not be effective
         until a copy executed by both Landlord and Tenant is delivered to and
         accepted by Landlord.

43.      RECORDATION
         -----------

         Tenant agrees not to record this Lease, or any memorandum hereof. In
         the event Landlord's mortgagee may so require, Tenant agrees to execute
         a short form of this Lease for recording.

44.      ENTIRE AGREEMENT
         ----------------

         This Lease contains the entire agreement of the parties hereto, and no
         representations, inducements, promises, or agreements, oral or
         otherwise, between the parties not embodied herein, shall be of any
         force or effect. If any term or provision of this Lease shall be
         invalid or unenforceable, the remaining terms and provisions hereof
         shall not be affected thereby. If the application of any term or
         provision of this Lease to any person or circumstance shall to any
         extent be invalid or unenforceable, such term or provision shall remain
         applicable as to those persons or circumstances to which it shall be
         valid and enforceable. Each term and provision of this Lease shall be
         valid and enforceable to the fullest extent permitted by law.

45.      DISCLOSURES REGARDING AGENCY
         ----------------------------

         Tenant represents and warrants to Landlord that, except with respect to
         CTR Partners (hereinafter referred to as "Co-Broker"), no agent,
         broker, or other person or entity has represented Tenant in the
         negotiations for procurement of this Lease and that no commissions or
         compensation of any kind are due and payable in connection herewith to
         any other agent, broker, or other person or entity. Tenant agrees to
         indemnity, defend, and hold Landlord harmless from any and all claims,
         suits, or judgments (including, but not limited to, reasonable
         attorneys' fees and court costs incurred in the enforcement of this
         indemnity or otherwise) for any commissions or compensation of any kind
         which arise out of or are in any way connected with any claimed agency
         relationship with Tenant (except for any agent or broker identified
         herein). Agent is the agent of Landlord in connection with this
         transaction and will be paid its commission by Landlord. Agent is not
         the agent of Tenant. If a Co-Broker is named above, Landlord and Tenant
         acknowledge, consent, and agree as follows: (i) although Co-Broker is
         the agent of Tenant in connection with this transaction, Co-Broker will
         be paid its commission by Landlord's Agent pursuant to a separate
         agreement between Landlord's Agent and the Co-Broker; (ii) Co-Broker is
         not the agent of Landlord; and (iii) the fact that Landlord's Agent is
         paying such commission to Co-Broker does not constitute Co-Broker as an
         agent of Landlord, nor does such fact constitute Co-Broker as a dual
         agent for both Landlord and Tenant.



                                       21


<PAGE>

46.      HAZARDOUS SUBSTANCES
         --------------------

         (a)    Tenant hereby covenants that Tenant shall not cause or permit
                any "Hazardous Substances" (as hereinafter defined) to be
                placed, held, located, or disposed of in, on, or at the Premises
                or any part thereof, and neither the Premises nor any part
                thereof shall ever be used as a dump site or storage site
                (whether permanent or temporary) for any Hazardous Substances
                during the term of this Lease.

         (b)    Tenant hereby agrees to indemnify and defend Landlord and hold
                Landlord harmless from and against any and all losses,
                liabilities (including strict liability), damages, injuries,
                expenses (including reasonable attorneys' fees), costs of any
                settlement or judgment, and claims of any and every kind
                whatsoever paid, incurred, suffered by, or asserted against
                Landlord by any person, entity, or governmental agency for, with
                respect to, or as a direct or indirect result of, the presence
                on or under, or the escape, seepage, leakage, spillage,
                discharge, emission, discharging, or release from the Premises
                of any Hazardous Substances (including, without limitation, any
                losses, liabilities, including strict liability, damages,
                injuries, expenses, including reasonable attorneys' fees, costs
                of any settlement or judgment or claims asserted or arising
                under the Comprehensive Environmental Response, Compensation,
                and Liability Act, any so-called federal, state, or local
                "Superfund" or "Superlien" laws, or other statute, ordinance,
                code, rule, regulation, order, or decree regulating, relating
                to, or imposing liability, including strict liability, or
                standards of conduct concerning any Hazardous Substances);
                provided, however, that the foregoing indemnity is limited to
                matters arising directly or indirectly from Tenant's violation
                of the covenant contained in Subparagraph a. above.

         (c)    For purposes of this Lease, "Hazardous Substances" shall mean
                and include those elements or compounds which are contained in
                the list of hazardous substances adopted by the United States
                Environmental Protection Agency (EPA) or the list of toxic
                pollutants designated by Congress or the EPA or which are
                defined as hazardous, toxic, pollutant, infectious, or
                radioactive by any other federal, state, or local statute, law,
                ordinance, code, rule, regulation, order, or decree regulating,
                relating to, or imposing liability or standards of conduct
                concerning, any hazardous, toxic or dangerous waste, substance,
                or material, as now or at any time hereafter in effect.

         (d)    Landlord shall have the right but not the obligation, and
                without limitation of Landlord's rights under this Lease, to
                enter onto the Premises or to take such other actions as it
                deems necessary or advisable to cleanup, remove, resolve, or
                minimize the impact of, or otherwise deal with, any Hazardous
                Substances following receipt of any notice from any person or
                entity (including, without limitation, the EPA) asserting the
                existence of any Hazardous Substances in, or at the Premises, or
                any part thereof which, if true, could result in an order, suit
                or other action against Tenant and/or Landlord. All reasonable
                costs and expenses incurred by Landlord in the exercise of any
                such rights, which costs and expenses result from Tenant's
                violation of the covenant contained in Subparagraph a. above,
                shall be deemed additional rental under this Lease and shall be
                payable by Tenant upon demand.

         (e)    The provisions of this Paragraph shall survive the expiration of
                this Lease and any termination or other enforcement of
                Landlord's remedies under this Lease.



                                       22


<PAGE>

47.      SPECIAL STIPULATIONS
         --------------------


         The Special Stipulations, if any, shall hereby be incorporated herein
         and made a part hereof as Exhibit "E", and in the event they conflict
         with any of the foregoing provisions, the Special Stipulations shall
         control.

IN WITNESS WHEREOF, the parties herein have hereunto set their hands and seals,
in triplicate, the day and year first above written.


<TABLE>

<S>                                    <C>
Signed, sealed, and delivered          *TENANT: Cryomedical Sciences, Inc., a Delaware
in the presence of:                             Corporation


                                       By: /s/ J. A. Grueling            (SEAL)
Witness                                   -------------------------------
                                       Name: J. A. Grueling
[illegible]                                 -----------------------------------
                                       Title: President and CEO
                                             ----------------------------------


Signed, sealed, and delivered          BROKER: Resource Real Estate Partners, L.L.C.
in the presence of:
                                       By: /s/ Clint Glover              (SEAL)
[illegible]                                   -------------------------------

Witness
                                       Name: Clint Glover
                                            -----------------------------------
                                                      Authorized Agent

Signed, sealed, and delivered          LANDLORD: Southeast Office Partners, L.L.C., 26
in the presence of:
                                       By:       Bailey Office Partners, L.L.C.,
Victoria Steele                                  Its Manager
                                       By: /s/ [illegible]               (SEAL)
Witness                                   -------------------------------
                                       Its:   Manager
                                          ------------------------------------

</TABLE>



                                       23


<PAGE>




* NOTE:

      1.      If Tenant is a corporation, an authorized corporate officer of
              Tenant must execute this Lease in his or her appropriate capacity,
              and another authorized Corporate officer must attest in the space
              marked "Witness" and affix the corporate seal.

      2.      If Tenant is a limited partnership, this Lease must be executed by
              all general partners. If the general partner is a corporation,
              please follow the instruction in No. 1 above.

      3.      If Tenant is a general partnership, all general partners of Tenant
              must execute this Lease.

      4.      If Tenant is a sole proprietorship or individual, this Lease must
              be executed by such sole proprietor or individual, and two (2)
              witnesses must also sign.

      5.      When executed, please return four (4) executed originals of this
              Lease to the Landlord for execution. The Landlord will then return
              one (1) fully-executed original to the Tenant.




                                       24


<PAGE>




                                   EXHIBIT "A"

                             (OUTLINE OF PREMISES)



                             BAILEY PARK AT BARRETT
                                  BUILDING 200
                                    SUITE 270
                                   3,480 S.F.














                                       25


<PAGE>





                                   Exhibit "B"
                                   -----------

                               Intentionally Blank
















                                       26


<PAGE>





                                   EXMBIT "C"

                           TENANT ACCEPTANCE AGREEMENT
                           ---------------------------

Agreement made this __ day of _______________20__, between SOUTHEAST OFFICE
PARTNERS, L.L.C., 26 (hereinafter referred to as "Landlord") and CRYOMEDICAL
SCIENCES, INC., a Delaware Corporation (hereinafter referred to as "Tenant").

WHEREAS, Landlord and Tenant entered into a lease dated November __, 2001
(hereinafter referred to as the "Lease") for Suite 270 containing approximately
340 square feet in the Project known as Bailey Park At Barrett, Building 200,
Suite 270, 1000 Cobb Place Boulevard, Kennesaw, Georgia 30144 (hereinafter
referred to as the "Premises").

NOW THEREFORE, pursuant to the provisions of Paragraph 6(e) of the Lease,
Landlord and Tenant mutually agree as follows:

     1.      The Commencement Date of the Lease Term is December 1, 2001. The
             Lease Term shall end on November 30,2001.

     2.      Tenant is in possession of, and has accepted, the Premises demised
             by the Lease, and acknowledges that all the work to be performed by
             the Landlord in the Premises as required by the terms of the Lease
             has been satisfactorily completed except for any punch list items
             described in Schedule "A" attached hereto. Tenant further certifies
             that all conditions of the Lease required of Landlord as of this
             date have been fulfilled and there are no defenses or setoffs;
             against the enforcement of the Lease by Landlord.

IN WITNESS WHEREOF, the Parties hereto have signed and sealed this Agreement,
the ___ of ___________________, 20__.


Signed, sealed, and delivered              TENANT: CRYOMEDICAL SCIENCES, INC., a
in the presence of:                                  Delaware Corporation.

                                           By:                           (SEAL)
                                              ---------------------------
Witness
                                           Name:
                                                -------------------------------

                                           Title:
                                                 ------------------------------

                                           By:                           (SEAL)
                                              ---------------------------
Witness
                                           Name:
                                                -------------------------------

                                           Title:
                                                 ------------------------------




                                       27


<PAGE>





Signed, sealed, and delivered              LANDLORD: SOUTHEAST OFFICE PARTNERS,
in the presence of:                                  L.L.C., 26

                                           By:   Bailey Office Partners, L.L.C.,
                                                 Its Manager


Witness                                    By:
                                              ---------------------------------

                                           Its:
                                               ---------------------------------



                                       28




<PAGE>





                                  EXHIBIT "D"

                             RULES AND REGULATIONS
                             ---------------------



1.   Tenant shall have the nonexclusive right to park in common with Landlord,
     other occupants of the Building, their guests, and invitees in areas
     designated by Landlord. Tenant shall not overburden the parking facilities,
     and agrees to cooperate with Landlord and others in the use of the same.
     Landlord reserves the right, in its sole discretion, to allocate parking
     spaces among Bailey Park At Barrett occupants. Only vehicles which
     reasonably fit within the lined spaces may use the parking facilities,
     which may not be used for the continuous parking of any vehicle or trailer,
     regardless of size. No parking is allowed in roadways, driveways, fire
     lanes, service areas, walkways, building entrances, or any other area not
     designated for parking. Any trucks serving the Premises shall be parked
     directly in the rear of the Premises, and shall not interfere with other
     occupants' access to other premises, parking, or other common areas.
     Landlord shall not be responsible for any illegally-parked vehicle that
     Landlord shall have towed.

2.   Landlord will provide at Tenant's expense identification signage for the
     Premises, such signage to be coordinated throughout Bailey Park At Barrett
     for uniformity and attractiveness. No sign, tag, label, picture,
     advertisement, or notice shall be displayed, distributed, inscribed,
     painted, or affixed on any part of the Premises visible from outside of the
     Building or the Premises without the prior-written consent of Landlord.

3.   Landlord will, without charge, furnish Tenant with two keys for each lock
     on the entrance doors to the Premises when Tenant assumes possession, with
     the understanding that these keys shall be returned at the termination of
     the Lease. Landlord will not permit entrance to Tenant's Premises by use of
     a pass key to any person at any time without permission of Tenant, except
     employees, contractors, or service personnel directly supervised by
     Landlord.

4.   Tenant will refer all contractors, contractors' representatives, and
     installation technicians rendering any service on or to the Premises to
     Landlord for approval and supervision before performing any contractual
     service. This provision shall apply to all work in the Building, including
     installation of telephones, telegraph equipment, security systems,
     electrical devices and attachments, and installations of any nature
     affecting floors, walls, woodwork, trim, doors, windows, ceilings,
     equipment, or other physical portion of the Premises or Building.

5.   Tenant shall not place, install, or operate on the Premises or in any part
     of the Building any machine, equipment, or stove, or conduct mechanical
     operations, or place or use in or about the Premises any explosive,
     flammable, caustic, noxious, or hazardous material without the
     prior-written consent of Landlord.

6.   No Tenant shall do or permit to be done within or about the Premises or
     Building anything which would annoy, disturb, or interfere with the rights
     of other Bailey Park At Barrett occupants.

7.   There shall be no outside storage of goods, supplies, equipment, or any
     other material. All storage must be within the Premises, and, along with
     any other non-official use area, be kept at all times from view from
     outside of the Premises through doors, service doors, windows, or
     otherwise.




                                       29


<PAGE>





8.   Exterior windows shall at all times be kept whole, clean, and lined with
     blinds provided by Landlord.

9.   No Tenant shall at any time occupy any part of the Premises or Building as
     sleeping or lodging quarters.

10.  No bicycles, boats, vehicles of any description (except for automobiles or
     small trucks through rear service doors for the purpose of and during
     loading or unloading), or animals shall be brought into the Premises or
     Building.

11.  The water closets and other water fixtures shall not be used for any
     purpose other than those for which they were constructed. No person shall
     waste water by interfering with the faucets or by other means.

12.  Each Tenant agrees to keep the areas immediately in front, behind, and
     beside the Premises clean and free of all trash and debris.

13.  Tenant shall not canvass or conduct surveys with or among Bailey Park At
     Barrett occupants without the prior-written consent of Landlord, and shall
     cooperate to prevent the same.

14.  Tenant shall not paint or otherwise change the appearance of Premises'
     doors, door frames, windows, window frames, or hardware.

is.  Tenant shall not use the name "Bailey Park At Barrett" in connection with
     or in promoting or advertising the business of Tenant except as Tenant's
     address.

16.  Landlord shall not be responsible to any occupant for the nonobservance or
     violation of any of these "Rules and Regulations" by any other occupant.
     Landlord shall have the right from time to time to modify, add to, or
     delete from the "Rules and Regulations" at Landlord's sole discretion. Any
     additional "Rules and Regulations" shall be binding upon the parties hereto
     as if they had been present herein at the time of execution of this Lease.









                                       30


<PAGE>





                                 EXHIBIT "E"

                              SPECIAL STIPULATIONS
                              --------------------


1.   Tenant shall have the right to extend the lease term for 12 months by
     providing at least 3 months written notice. The renewal base rate shall be
     $11.00 psf.

2.   Landlord will provide Tenant an improvement allowance of $3,000 upon
     execution of the lease.

3.   Landlord shall replace the missing base cove in the Premises.

4.   Landlord shall be responsible for replacement costs to HVAC compressors
     during the first year of the lease.









                                       31