Exhibit 10.2 Cross reference to: Deed Recorded at Deed Book 2192, Page 184, Clayton County, Georgia Records MEMORANDUM OF LEASE ------------------- M. REA BROOKINGS and DAVID F. HERRING, individual residents of the State of Georgia (collectively "Lessor"), and CHANCELLOR ASSET MANAGEMENT, INC., a Delaware corporation ("Lessee"), hereby place on the deed records of Clayton County, Georgia, the following Memorandum of Lease for the purpose of memorializing that certain lease agreement dated as January ___, 1999 ("Lease") between Lessor and Lessee and by this Memorandum of Lease do hereby ratify and reaffirm that the Lease is in full force and effect as of the date of this Memorandum of Lease. The terms of the Lease include the following: Lessor: M. Rea Brookings and David F. Herring Lessee: Chancellor Asset Management, Inc., a Delaware corporation Date of Lease: January ___, 1999 Leased Premises: All that tract or parcel of land lying and being in Land Lot 237 of the 12th District, Clayton County, Georgia, and Being more particularly described on Exhibit A attached --------- hereto and made a part hereof by this reference. Term: Five (5) years commencing on February 1, 1999 and expiring on July 31, 2004, with an option in favor of Lessee to extend the term of the Lease for a five (5) year period commencing on February 1, 2004 and expiring on January 31, 2009. Purchase Option: Lessee has the option to purchase the Leased Premises during the period from January ___, 1999, through and including July 31, 1999. In the event Lessee does not exercise its option to purchase the Leased Premises on or before July 31, 1999, and, if Lessee timely exercises such Option to Purchase but does not close Lessee's purchase within sixty (60) days thereafter, the Purchase Option expressly expires, and Lessee shall have no further right pursuant to the Purchase Option to purchase the Leased Premises from Lessor. IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of the ____ day of January, 1999. LESSOR: Signed, sealed and delivered in the presence of: /s/ M. Rea Brookings (SEAL) - -------------------------- ------------------------------ Unofficial Witness M. REA BROOKINGS - -------------------------- Notary Public My Commission Expires - -------------------------- [Affix Notarial Seal] Signed, sealed and delivered in the presence of: /s/ David F. Herring (SEAL) - -------------------------- ------------------------------ Unofficial Witness DAVID F. HERRING - -------------------------- Notary Public My Commission Expires - -------------------------- [Affix Notarial Seal] LESSEE: Signed, sealed and delivered in the presence of: CHANCELLOR ASSET MANAGEMENT, INC., a Delaware corporation - -------------------------- Unofficial Witness By: /s/ Franklyn E. Churchill - -------------------------- ------------------------------ Title: President Notary Public ------------------------------ My Commission Expires [CORPORATE SEAL] - -------------------------- [Affix Notarial Seal]