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]