EXHIBIT 10.24 LEASE MODIFICATION AND ---------------------- EXTENSION AGREEMENT ------------------- STATE OF GEORGIA COUNTY OF FLOYD WHEREAS, on December 14, 1992, First Union National Bank of Georgia, as Trustee under item 8 u/w of James E. Minge;...

 
                                                                   EXHIBIT 10.24
 
                            LEASE MODIFICATION AND
                            ----------------------
                              EXTENSION AGREEMENT
                              -------------------

STATE OF GEORGIA
COUNTY OF XXXXX

WHEREAS, on December 14, 1992, First Union National Bank of Georgia, as Trustee 
under item 8 u/w of Xxxxx X. Xxxxx; First Union National Bank of Georgia, as 
Trustee u/a W/X. Xxxxx dated September 15, 1987; First Union National Bank of 
Georgia and Xxxxx X. Xxxxx co-executors u/w/o C.A. Minge, as Landlord and Image 
Carpets, Inc. as Tenant, did enter into a lease agreement covering certain 
premises described as 00 Xxx Xxxxxxx Xxxx, Xxxx, Xxxxxxx, for a period of two 
years beginning February 1, 1993 and ending on January 31, 1995; and

WHEREAS, said lease has been extended through January 31, 1996; and

WHEREAS, the X.X. Xxxxx Estate Charitable Trust, is now the owner/landlord of 
the promises described in the original lease of December 14, 1992; and

WHEREAS, Image Carpets, Inc. (Tenant) is now Image Industries, Inc. (Tenant); 
and

WHEREAS, it is the wish of Landlord and Tenant to extend and to modify said 
lease;

NOW THEREFORE, in consideration of the premises and the mutual covenants and 
premises herein contained, the parties agree as follows:

     (1)  The said lease is hereby extended for the period of one year beginning
February 1, 1996 and ending January 31, 1997 with a monthly rent of $13,533.33.

     (2)  Landlord grants Tenant three (3) one (1) year options to extend this 
lease. Monthly rent for these option periods shall be:

     February 1, 1997 through January 31, 1999 - $13,533.33
     February 1, 1999 through January 31, 2000 - $14,000.00

These options may be exercised by Tenant by providing written notice to the 
Landlord one hundred twenty (120) days prior to the end of each term.

     (3) Landlord has the right to cancel this lease at any time after August 1,
1996 by providing Tenant with notice six (6) months prior to the date of
cancellation.

All other terms and conditions of the original lease shall remain in full force
and effect.

IN WITNESS WHEREOF, the Landlord and Tenant have hereunto set their hands and 
affixed their seals and executed this agreement of July 29, 1995

Signed, sealed, and delivered           First Union National Bank of Georgia,
In the presence of:                     as Trustee of the X.X. Xxxxx Estate
                                        Charitable Trust


/s/ Xxxxx Xxxxxxx                       By: /s/ [SIGNATURE ILLEGIBLE]
---------------------------                ----------------------------
     [NOTARY PUBLIC]                       Landlord      
       [ILLEGIBLE]

Signed, sealed, and delivered           Image Industries, Inc.
In the presence of:

/s/ Xxxxx Xxxxx                         By: /s/ [SIGNATURE ILLEGIBLE]
---------------------------                ----------------------------
Notary Public  01/26/99                      Tenant 
                                                (signed 6/22/95)      


 
     ALSO EXCEPTED: All that tract or parcel of land situated, lying and being
     in Land Lot 129 and/or 160 in the 0xx Xxxxxxxx and 4th Section of Xxxxx
     County, Georgia, and being in the 3rd Xxxx of the City of Rome and being
     more particularly described as follows:

     Beginning at an iron pin which marks the intersection of the north line of
     Shorter Avenue with the west line of Old Airport Road and running thence
     north 85 degrees 29 minutes west, 201.16 feet to an iron pin; running
     thence north 01 degree 05 minutes west, 208.52 feet to an iron pin; running
     thence south 85 degrees 32 minutes east 201.82 feet to an iron pin on the
     west line of Old Airport Road; running thence southerly along the westerly
     line of Xxx Xxxxxxx Xxxx, 000 feet, more or less, to an iron pin and the
     point of beginning. This property is bounded on the south by Shorter
     Avenue, on the east by Old Airport Road, on the west by West Rome Animal
     Clinic, and the north by property leased by Integrated Products.

     TRACT XII (Tax Map 566-3):
     ---------

     To find the true point of beginning start at an iron pin on the west right
     of way line of Black Bluff Road 200 feet southwest of the point where the
     north line of Land Lot 359 intersects the west right of way of the Black
     Bluff Road as measured along said Black Bluff Road, and running thence
     south 40 degrees 11 minutes west 139.72 feet to a point; thence south 41
     degrees 59 minutes west 187.33 feet to an iron pin; thence north 49 degrees
     55 minutes west 192.6 feet to an iron pin; thence north 34 degrees 3
     minutes east 132.23 feet to an iron pin; thence north 79 degrees 02 minutes
     west 311.72 feet TO THE POINT OF BEGINNING; thence north 79 degrees 02
     minutes west 114.28 feet to an iron pin; thence south 36 degrees 57 minutes
     west 113.22 feet to a point; thence north 86 degrees 30 minutes east 146.95
     feet to a point; thence north 29 degrees 12 minutes east 68.79 feet to the
     point of beginning.

          TO HAVE AND TO HOLD, the said land, together with all and singular
the rights, members, and appurtenances thereto belonging, or in any wise
appertaining, to the only proper use, benefit and behoof of the said party of
the second part, its successors and assigns, in as ample a manner as said Xxxxx
X. Xxxxx held the same.

          The will of the said Xxxxx X. Xxxxx is on file in the office of the 
Probate Judge of Xxxxx County, Georgia having been probated in solemn form with 
Letters Testamentary granted to parties of the first part on July 20, 1988.




 
     IN WITNESS WHEREOF, First Union National Bank and Xxxxx X. Xxxxx, 
Co-Executors have hereunto set their hands and affixed their seals the day and 
year first above written.

Sworn to and subscribed
before me this ____ day                 FIRST UNION NATIONAL BANK
of February, 1990.


_______________________                 BY: /s/ [SIGNATURE ILLEGIBLE]
WITNESS                                     -------------------------
                                            TITLE: Vice President and
                                                   Trust Officer


________________________                ATTEST:_______________________
NOTARY PUBLIC                                  TITLE:

My Commission Expires:                                 [SEAL]
________________________

Sworn to and subscribed
before me this ____ day
of February, 1990.


________________________                _________________________(L.S.)   
WITNESS                                 XXXXX X. XXXXX


________________________
NOTARY PUBLIC

My Commission Expires:
________________________




 
LESS AND EXCEPT THE FOLLOWING TRACTS OF LAND: All that tract of land situated
and lying in Land Lot No. 160 in the 0xx Xxxxxxxx and 4th Section of Xxxxx
County, Georgia, and more particularly described as commencing at a point on the
Alabama Road at the southwest corner of the above tract and running thence
northerly along the westerly line of said tract a distance of 230.84 feet;
thence easterly parallel with the present Alabama Public Road, 190 feet; thence
southerly parallel with said first described line, 230.84 feet to the Alabama
Public Road; thence westerly along said Alabama Public Road 190 feet to the
beginning point on the northerly side of said road. Said described tract
contains one (1) acre and is further described in a deed from Xxxx Xxxxxxxxx to
X. X. Xxxxx, recorded in Deed Book 163, Page 475, Xxxxx County Deed Records.

ALSO EXCEPTED: All that tract of land located in Land Lot No. 160 in said
District and Section of Xxxxx County, more particularly described as commencing
at a point on the northerly side of the present Alabama Road 305 feet easterly
from the southwest corner of the first tract above mentioned, said beginning
point also being 20 feet easterly from the southeast corner of the tract of land
conveyed by said first party to X. X. Xxxxx; and running thence northerly,
parallel with the line of said tract conveyed to X. X. Xxxxx, 226 feet, thence
easterly, parallel with the said Alabama Road 95 feet; thence southerly,
parallel with said line on the east side of said X. X. Xxxxx tract, 226 feet to
the Alabama Road; thence westerly along the northerly side of said Alabama Road
95 feet to the beginning point. Said tract was conveyed by Xxxx Xxxxxxxxx to
Xxx. Xxx X. Xxxxxx, recorded in Deed Book 378, Page 54.

ALSO EXCEPTED: All that tract of parcel of land situated in original Land Lot
No. 160 in the 0xx Xxxxxxxx and 4th Section of Xxxxx County, Georgia, beginning
at a point on the northerly line of the right of way of the New Alabama Road 305
feet easterly from the southwest corner of a tract sold to X. X. Xxxxx by Xxxx
Xxxxxxxxx, said beginning point also being the southeast corner of a tract sold
by Xxxx Xxxxxxxxx to Xxx. Xxx X. Xxxxxx, and running thence easterly along the
line of said right of way 137.63 feet; thence north 1 degree and 5 minutes west
213.56 feet; thence north 81 degrees and 33 minutes west 135 feet to the
northeast corner of the said Xxx. Xxx X. Xxxxxx tract; thence southerly along
the line of the said Xxx. Xxx X. Xxxxxx lot 226 feet to the beginning point.
Said tract contains .69 acres, more or less. Said tract was conveyed by Xxxx
Xxxxxxxxx to Xxxxx X. Xxxxx, et. al., and recorded in Deed Book 249, Page 590,
Xxxxx County Deed Records.

 
in Plat Book 3, page 99 in the Office of the Clerk of the Superior Court of 
Xxxxx County, Georgia.  Reference to said plat is hereby made for a more 
particular description of said property.

TRACT X (Tax Map 122-004B):
-------

A one-half undivided interest in and to:

All that tract or parcel of land situated, lying and being in Land Lots 148 
and 149 in the 00xx Xxxxxxxx and 3rd Section of Xxxxx County, Georgia, being 
part of Tract 27 of the property of Xxxxxxxxx, Inc. as shown on a plat recorded 
in the Office of the Clerk of the Superior Court of Xxxxx County, Georgia in 
Plat Book 6, page 227 and being more particularly described as follows:

BEGINNING 1976 feet North of the southwest corner of Tract No. 27, thence 290
feet East, thence North 550 feet, thence West 292 feet to the West line of Tract
No. 27, thence back along the West line of Tract No. 27, 550 feet to the point
of beginning; this property formerly owned by Xxxxxxxxx, Inc., according to plat
prepared by Xxxxxxx Xxxxxxx, dated August 1, 1961, and recorded in Book 6, Page
227, of the Deed Records of Xxxxx County, Georgia.

All mineral rights are reserved by previous owners. Building restrictions are as
recorded in Book 8, Page 9, in the office of the Clerk of Xxxxx Superior Court.

TRACT XI (Tax Map 452-13-10A):
--------

A one-third undivided interest in and to:

All that tract or parcel of land situated, lying and being in the County of 
Xxxxx and described as follows:

Being in the 0xx Xxxxxxxx and 4th Section of Xxxxx County and being a part of 
Land Lots Nos. 160 and 129, more particularly described as beginning at the 
northwest corner of the intersection of the Alabama Road and the Old Airport 
Road and running thence northerly along the west side of the said Old Airport 
Road a distance of 520 feet, more or less, to the right of way of the Southern 
Railway Company; thence westerly along the said right of way of said Railway a 
distance of 710 feet, more or less, to the northwest corner of this tract;
thence in a generally southerly direction to the Old Alabama Road; thence in a
generally southeast by east direction along said Old Alabama Road to the
present Alabama Road, and thence east to the point of beginning. Said tract is
recorded in Deed Book 163, Page 459, in the Xxxxx County Deed Records.

 

BEGINNING at the point on the southwesterly line of East Seventh Street
(formerly Division Street) where the same intersects the southeasterly line of
Southern Railway Company right of way; and from said beginning point running
southeasterly, along the southwesterly line of East Seventh Street 180 feet,
more or less, to the northwest corner of tract formerly owned by Xxxx X. Xxxxx;
thence southwesterly, along the northwest line of said tract formerly owned by
Xxxx X. Xxxxx, 270 feet, more or less, to corner of lot formerly known as the
Xxxxxx lot (part later owned by Xxxx Xxxxxxxxx Xxxxxx and Xxx. Xxxx X. Xxxxxxxx
and part later owned by W. E. Xxxxxxx, Sr.); thence northwesterly, along the
northerly line of said tract formerly known as the Xxxxxx Lot, 125 feet, more or
less, to the southeasterly line of Southern Railway Company right of way; and
thence northeasterly, along the southeasterly line of Southern Railway Company
right of way, 180 feet, more or less, to the beginning point.

TRACT VII (Tax Map 432-28-9):
---------

All that tract or parcel of land situated, lying and being in the City of Rome,
Xxxxx County, Georgia, and being all of Lots Numbers Thirteen (13), Fourteen 
(14) and Fifteen (15) of the City Land Company's Alto View Addition to West 
Rome, as shown on a plat of said addition recorded in Plat Book 1, page 29 in 
the Office of the Clerk of the Superior Court of Xxxxx County, Georgia.

TRACK VIII (Tax Map 432-3-2):
----------

All that tract of parcel of land situated, lying and being in Land Lot 202 in 
the 23rd District and 3rd Section of Xxxxx County, Georgia, and being the 
easterly 1/2 of Lot 31 and all of Lot 32 in the City Land Company's Fourth 
Addition to Summerville Park, a plat of which is recorded in Plat Book 3, page 
99 in the Office which is recorded in Plat Book 3, page 99 in the Office of the 
Clerk of the Superior Court of Xxxxx County, Georgia. Said property has situated
thereon a house known as XX. 00 Xxxxxx Xxxxx, Xxxx, Xxxxxxx, and is the same 
property as that described in a warranty deed recorded in Book 475, page 321 of 
the Xxxxx County Deed Records.  Reference to said deed being made for a more 
particular description of said property.

TRACT IX (Tax Map 432-3-1):
--------

All that tract or parcel of land situated, lying and being in Land Lot 202 in
the 23rd District and 3rd Section of Xxxxx County, Georgia, in the City of Rome,
and being Lot 33 in the City Land Company's Fourth Addition to Summerville Park,
a plat of which is recorded


 
No. 2 in Block "F" of said Subdivision; thence southerly along the easterly line
of said Lot No. 2 a distance of 100 feet to the southeasterly corner of said Lot
No. 2; thence easterly along the northerly line of Lot No. 26 in Block 
"F" of said Subdivision a distance of 140 feet, more or less, to a point on the 
westerly side of Xxxxxxx Springs Road; thence northerly along the westerly side 
of Xxxxxxx Springs Road a distance of 100 feet to the point of beginning.

TRACT IV (Tax Map 432-1-64):
--------

All that tract or parcel of land situated, lying and being in Land Lot 202 in 
the 23rd District and 3rd Section of Xxxxx County, Georgia, in the City of Rome,
and being more particularly described as follows:

BEGINNING at an iron pin which marks the northerwesterly corner of the 
intersection of Xxxxx Avenue and the northeasterly side of the right of way of 
the Central of Georgia Railroad; running thence northerly 720 feet, more or 
less, along the westerly side of Xxxxx Avenue to a point marked by an iron pin; 
running thence east a distance of 125 feet, more or less, to the westerly right
of way now or formerly owned by the Rome and Northern Railroad Company; going 
thence northwesterly along the westerly right of way line of said railroad 390 
feet, more or less, to a stake; going thence south 42 3/4 degrees west, 314 
feet, more or less, to a stake; thence southerly and approximately parallel with
Xxxxx Avenue 646 feet, more or less, to the northeasterly side of the right of 
way of Central of Georgia Railroad; thence southeasterly and along the Central 
of Georgia right of way, 356.6 feet, more or less, to the point of beginning.

TRACT V (Tax Map 323-8-1 and 323-8-2):
-------

All that tract or parcel of land situated, lying and being in the First Xxxx of
the City of Rome, Xxxxx County, Georgia, and being further described as Xxxxxx
0, Xxxxx 13, according to a plat of Block Nos. 12, 13, and Xxx 0, Xxxxx 0, xx
Xxxx Xxxxx Xxxxxx Xxxxx Renewal Project Ga. R-89, recorded in Plat Book 10, Page
141, in the office of the Clerk of the Superior Court of Xxxxx County, Georgia,
reference to which plat is hereby made for a more particular description.

TRACT VI (Tax Map 334-28-22):
--------

All that tract or parcel of land situated, lying and being in Block C of East
Rome in the City of Rome in Land Lots 276 and 285 in the 00xx Xxxxxxxx and 3rd
Section of Xxxxx County, Georgia, described as follows:


 
point of beginning. This conveyance is expressly made subject to the "Property 
Restrictions Requirements" relating to Xxxxxxx Springs Heights Subdivision
recorded in Deed Book 487, Page 410, and Deed Book 508, Page 489, Xxxxx County
Deed Records.

Tract II (Tax Map 328-14-26):
--------

All that tract or parcel of land situated, lying and being in Land Lot No. 328
in the 23rd District and 3rd Section of Xxxxx County, Georgia, and being Xxx Xx.
00 in Block "F" of Xxxxxxx Springs Heights, according to a revised plat thereof
recorded in Plat Book 9, Page 132, in the office of the Clerk of the Superior
Court of XXxxx County, Georgia, said Xxx Xx. 00 being more particularly
described as follows:

BEGINNING at a point on the westerly side of Xxxxxxx Springs Road, which point
is southerly 196 feet from the interception of the southerly side of Cross View
Boulevard with the westerly side of Xxxxxxx Springs Road; running thence
southerly along the westerly side of Xxxxxxx Springs Road a distance of 100 feet
to a point marking the northeast corner of Lot No. 25; thence westerly along the
northerly side of Xxx Xx. 00 a distance of 135 feet, more or less, to the
southeast corner of Lot No. 3; thence northerly along the easterly side of said
Lot No. 3 a distance of 100 feet to the southwest corner of Lot No. 27; thence
easterly along the southerly side of said Xxx Xx. 00 a distance of 140 feet,
more or less, to the point of beginning. This conveyance is expressly made
subject to the "Property Restrictions and Requirements" relating to Xxxxxxx
Springs Heights Subdivision recorded in Deed Book 487, Page 410, and Deed Book
508, Page 489, Xxxxx County Deed Records.

TRACT III (Tax Map 328-14-27):
---------

All that tract or parcel of land situated, lying and being Xxx Xx. 000 in the
23rd District and 3rd Section of Xxxxx County, Georgia, and being Xxx Xx. 00,
Xxxxx "F" of Xxxxxxx Spring Heights, according to a revised plat thereof
recorded in Plat Book 9, Page 132, in the office of the Clerk of Superior Court
of Xxxxx County, Georgia. The lot hereby conveyed begin more particularly
described as follows:

BEGINNING at a point on the westerly side of Xxxxxxx Springs Road, which point
is southerly 96 feet from the intersection of the southerly side of Cross View
Boulevard with the westerly side of Xxxxxxx Springs Road; thence running
westerly along the southerly line of Lot No. 28 in Block "F" of said Subdivision
a distance of 140 feet, more or less, to the northeasterly corner of Lot







 
                                DEED OF ASSENT
                                --------------

STATE OF GEORGIA, XXXXX COUNTY:

          THIS INDENTURE, made this the ____ day of February, in the year of our
Lord One Thousand Nine Hundred and Ninety between First Union National Bank and
Xxxxx X. Xxxxx, Co-Executors of the Estate of Xxxxx X. Xxxxx of the County of
Xxxxx and State of Georgia of the first part and First Union National Bank,
Trustee under Trust created by will of Xxxxx X. Xxxxx, Deceased of the County of
Xxxxx and State of Georgia of the Second part:

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

          That the said parties of the first part for the purpose of carrying
out the provisions of the will of Xxxxx X. Xxxxx, and evidencing the assent of
said parties of the first part to the devise thereby made, there being ample
property and assets in the estate of said deceased to satisfy all of the debts
of that estate, have delivered and conveyed, and by these presents deliver and
convey unto the said party of the second part, its heirs, successors and assigns
the following described property:

     TRACT I (Tax Map 328-14-25):
     -------

     All that tract or parcel of land situated, lying and being in the 00xx
     Xxxxxxxx and 3rd Section of Xxxxx County, Georgia, and being Xxx Xx. 00 in
     Block "F" of Xxxxxxx Springs Heights, according to a revised plat thereof
     recorded in Plat Book 9, Page 132, in the office of the Clerk of the
     Superior Court of Xxxxx County, Georgia. Said Lot No. 25 being more
     particularly described as follows:

     BEGINNING at a point on the westerly side of Xxxxxxx Springs Road, which
     point is southerly 296 feet from the intersection of the southerly side of
     Cross View Boulevard with the westerly side of Xxxxxxx Springs Road thence
     running South along the westerly side of Xxxxxxx Springs Road a distance of
     100 feet to a point marking the northeast corner of Lot No. 24; thence
     westerly along the northerly side of said Xxx Xx. 00 a distance of 125
     feet, more or less to the southeast corner of Lot No. 4; thence northerly
     along the easterly side of said Lot No. 4 a distance of 100 feet to the
     southwest corner of Lot No. 26; thence easterly along the southerly side of
     said Xxx Xx. 00 a distance of 135 feet, more or less, to the


 
of the County of Xxxxx and State of Georgia Deputy Clerk of Superior Court 
of the first part, and FIRST UNION NATIONAL BANK OF GEORGIA, as Trustee under 
the Minge Family Trust Agreement dated of the County of Xxxxx and State of 
Georgia of the second part.

     WITNESSETH: That the said party of the first part, for and in 
consideration of the sum of TEN and NO/100 ($10.00) and other good and valuable 
consideration __________________ Dollars in hand paid, the receipt whereof is 
hereby acknowledged, has sold and conveyed, and by these presents does sell and 
convey unto the said party of the second part, its heirs, administrators, 
executors, representatives, successors and assigns, all that land and real 
estate described as follows:

     All that tract or parcel of land situated, lying and being in Land Lot 129
     and/or Land Lots 128, 160 and 161 in the 0xx Xxxxxxxx and 4th Section of
     Xxxxx County, Georgia, and being in the Third Xxxx of the City of Rome,
     Georgia, and being more particularly described as follows: BEGINNING at a
     concrete monument on the northerly right of way of Shorter Avenue, south 52
     degree 01 minutes 13 seconds west a distance of 41.34 feet from the
     westerly right of way of the Old Airport Road, and from said concrete
     monument running thence north 52 degrees 01 minutes 13 second east a
     distance of 41.34 feet to a concrete monument on the west side of the Old
     Airport Road, thence north 00 degrees 52 minutes 07 seconds west along the
     westerly right of way of the Old Airport Road a distance of 182.54 feet to
     a point, which is the POINT OF BEGINNING; from said point of beginning,
     running thence north 84 degrees 04 minutes 42 seconds west a distance of
     202.99 feet to a point, thence north 81 degrees 52 minutes 00 seconds west
     a distance of 135.00 feet to a point, thence north 82 degrees 17
     minutes 00 seconds west a distance of 95.06 feet to a concrete monument;
     thence south 00 degrees 01 minutes 00 seconds west a distance of 226.17
     feet to a point located on the northerly right of way of Shorter Avenue;
     thence north 76 degrees 24 minutes 00 seconds west a distance of 20.03 feet
     to a concrete monument; thence north 00 degree 01 minutes 00 seconds east a
     distance of 230.84 feet to a point; thence north 76 degrees 20 minutes 52
     seconds west a distance 192.35 feet to a point; thence running north 00
     degrees 04 minutes 02 seconds east a distance of 453.85 feet to a point
     located on the southerly right of way of the Southern Railroad; thence
     running south 68 degrees 02 minutes 50 seconds east a distance of 696.67
     feet to a point located on the westerly right xx xxx xx xxx Xxx Xxxxxxx
     Xxxx; thence running south 02 degrees 27 minutes 12 seconds west a distance
     of 140.80 feet to a point; thence south 01 degrees 37 minutes 21 seconds
     west a distance of 160.38 feet to a point, which is the POINT OF BEGINNING.

     The above described property is in accordance with a survey of said
     property prepared by Xxxxx Associates dates March 6, 1992, reference to
     which is hereby made for a more particular description.

     The interest herein conveyed by the Grantor in this deed is as follows:
     16.25% of an undivided 1/3 interest in the above described property.

  TO HAVE AND TO HOLD, The said bargained premises, together with all and
singular the rights, members and appurtenances thereunto belonging, or in any
wise appertaining, to the only proper use, benefit and behoof of the said party
of the second part, its heirs, administrators, executors, representatives,
successors and assigns, forever, in FEE SIMPLE.

  And the said party of the first part, binding his heirs, administrators, 
executors, representatives, successors and assigns, hereby warrants the title to
said bargained premises and members and appurtenances thereunto belonging, unto 
said party of the second part, its heirs, administrators, executors, 
representatives, successors and assigns, against the lawful claims of any and 
all persons whomsoever.

  IN WITNESS WHEREOF, The said party of the first part has hereunto set his hand
_____ and affixed his seal ____ the day and year first above written.

Signed, sealed and delivered in the presence of: 



/s/ [SIGNATURE ILLEGIBLE]                 /s/ Xxxxx X. Xxxxx            (SEAL)
-------------------------------           ----------------------------- 
/s/ [SIGNATURE ILLEGIBLE]                 XXXXX X. XXXXX                (SEAL)
-------------------------------           -----------------------------   
NOTARY PUBLIC     XXXXX                                                 (SEAL)
              -----------------           _____________________________   
COUNTY         GEORGIA                                                  (SEAL)
        -----------------------           _____________________________   



 

                        STATE OF GEORGIA, XXXXX COUNTY

                          Office of The Probate Judge


I Xxxx X. Xxxx, Clerk of the Probate Court of said County, do hereby certify
that I have compared the foregoing copy of Letters Testamentary issued to Xxxxx
Xxxxx Xxxxx, Xxxxx May Xxxxxx and First Union National Bank, Executors of the
Last Will and Testament of Xxxxxx X. Xxxxx, deceased with the original record
thereof, now remaining in this office, and the same is a correct transcript
therefrom and of the whole of such original record.

     In testimony whereof I have hereunto set my hand and affixed the seal of
the Probate Court. This the 2nd day of August 1994


                                              /s/ Xxxx X. Xxxx
                                              ---------------------------------
                                                 Clerk of the Probate Court



 
COUNTY OF Xxxxx

                             LETTERS TESTAMENTARY
                         (Relieved of Filing Returns)

By Xxxx X. Xxxxxx, Judge of the Probate Court of said County.

KNOW ALL WHOM IT MAY CONCERN:

     That on the 28th day of July, 1994 at a regular term of the Probate Court,
the last Will and Testament dated January 27, 1989, of Xxxxxx X. Xxxxx deceased,
at the time of his death a resident of said County, was legally proven in solemn
form and was admitted to record by order, and it was further ordered that Xxxxx
Xxxxx Xxxxx, Xxxxx May Xxxxxx and First Union National Bank name as Executor(s)
in said Will, be allowed to qualify, and that upon so doing, Letters
Testamentary be issued to such Executor(s).

     NOW, THEREFORE, the said Xxxxx Xxxxx Xxxxx, Xxxxx May Xxxxxx and First 
Union National Bank, having taken the oath of office and complied with all the 
necessary prerequisites of the law are legally authorized to discharge all the 
duties and exercise all the powers of Executor(s) under the Will of said 
deceased, according to the Will and the law.

     Given under my hand and official seal, the 28th day of July, 1994.


                                              /s/ Xxxx X. Xxxxxx
                                              ----------------------------------
                                              Judge of the Probate Court


NOTE: The following must be signed if the judge does not 
      sign the original of this document:


Issued by:                                                                (Seal)


___________________________________
Clerk, Probate Court

 
pin; running thence south 85 degrees 32 minutes east 201.82 feet to an iron pin 
on the west line of Old Airport Road; running thence southerly along the 
westerly line of Xxx Xxxxxxx Xxxx, 000 feet, more or less, to an iron pin and 
the point of beginning. This property is bounded on the south by Shorter Avenue,
on the east by Old Airport Road, on the west by West Rome Animal Clinic, and the
north by property leased by Integrated Products.

TRACT X (Tax Map 566-3):
-------

To find the true point of beginning start at an iron pin on the west right of 
way line of Black Bluff Road 200 feet southwest of the point where the north 
line of Land Lot 359 intersects the west right of way of the Black Bluff Road as
measured along said Black Bluff Road, and running thence south 40 degrees 11
minutes west 139.72 feet to a point; thence south 41 degrees 59 minutes west
187.33 feet to an iron pin; thence north 49 degrees 55 minutes west 192.6 feet
to an iron pin; thence north 34 degrees 3 minutes east 132.23 feet to an iron
pin; thence north 79 degrees 02 minutes west 311.72 feet TO THE POINT OF
BEGINNING; thence north 79 degrees 02 minutes west 114.28 feet to an iron pin;
thence south 36 degrees 57 minutes west 113.22 feet to a point; thence north 86
degrees 30 minutes east 146.95 feet to a point; thence north 29 degrees 12
minutes east 68.79 feet to the point of beginning.

 
to the beginning point on the northerly side of said road. Said described tract 
contains one (1) acre and is further described in a deed from Xxxx Xxxxxxxxx to 
X. X. Xxxxx, recorded in Deed Book 163, Page 475, Xxxxx County Deed Records.

ALSO EXCEPTED:  All that tract of land located in Land Lot No. 160 in said 
District and Section of Xxxxx County, more particularly described as commencing 
at a point on the northerly side of the present Alabama Road 305 feet easterly 
from the southwest corner of the first tract above mentioned, said beginning 
point also being 20 feet easterly from the southeast corner of the tract of land
conveyed by said first party to X. X. Xxxxx; and running thence northerly,
parallel with the line of said tract conveyed to X. X. Xxxxx, 226 feet, thence
easterly, parallel with the said Alabama Road 95 feet; thence southerly,
parallel with said line on the east side of said X. X. Xxxxx ?????, 226 feet to
the Alabama Road; thence westerly along the northerly side of said Alabama Road
95 feet to the beginning point. Said tract was conveyed by Xxxx Xxxxxxxxx to
Xxx. Xxx X. Xxxxxx, recorded in Deed Book 378, Page 54.

ALSO EXCEPTED: All that tract or parcel of land situated in original Land Lot
No. 160 in the 0xx Xxxxxxxx and 4th Section of Xxxxx County, Georgia, beginning
at a point on the northerly line of the right of way of the New Alabama Road 305
feet easterly from the southwest corner of a tract sold to X. X. Xxxxx by Xxxx
Xxxxxxxxx, said beginning point also being the southeast corner of a tract sold
Xxxxxxxxx to Xxx. Xxx X. Xxxxxx, and running thence easterly along the line of
said right of way 137.63 feet; thence north 1 degree and 5 minutes west 213.56
feet; thence north 81 degrees and 33 minutes west 135 feet to the northeast
corner of the said Xxx. Xxx X. Xxxxxx tract; thence southerly along the line of
the said Xxx. Xxx X. Xxxxxx lot 226 feet to the beginning point. Said tract
contains .69 acres, more or less. Said tract was conveyed by Xxxx Xxxxxxxxx to
Xxxxx X. Xxxxx, et. al., and recorded in Deed Book 249, Page 590, Xxxxx County
Deed Records.

ALSO EXCEPTED:  All that tract or parcel of land situated, lying and being in 
Land Lot 129 and/or 160 in the 0xx Xxxxxxxx and 4th Section of XXxxx County, 
Georgia, and being in the 3rd Xxxx of the City of Rome and being more 
particularly described as follows:

Beginning at an iron pin which marks the intersection of the north line of 
Shorter Avenue with the west line of Old Airport Road and running thence north 
85 degrees 29 minutes west, 201.16 feet to an iron pin; running thence north 01 
degree 05 minutes west, 208.52 feet to an iron

 
Georgia. Said property has situated thereon, a house known as Xx. 00 Xxxxxx 
Xxxxx, Xxxx, Xxxxxxx, and is the same property as that described in a warranty 
deed recorded in Book 475, page 321 of the Xxxxx County Deed Records. Reference 
to said deed being made for a more particular description of said property.

TRACT VIII (Tax Map 432-3-1)
----------

All that tract or parcel of land situated, lying and being in Land Lot 202 in 
the 23rd District and 3rd Section of Xxxxx County, Georgia, in the City of Rome,
and being Lot 33 in the City Land Company's Fourth Addition to Summerville Park,
a plat of which is recorded in Plat Book 3, page 99 in the Office of the Clerk 
of the Superior Court of Xxxxx County, Georgia. Reference to said plat is hereby
made for a more particular description of said property.

TRACT IX  (Tax Map 452-13-10A)
--------

A one-third undivided interest in and to:

All that tract or parcel of land situated, lying and being in the County of 
Xxxxx and described as follows:

Being in the 0xx Xxxxxxxx and 4th Section of XXxxx County and being a part of 
Land Lots Nos. 160 and 129, more particularly described as beginning at the 
northwest corner of the intersection of the Alabama Road and the Old Airport 
Road and running thence northerly along the west side of the said Old Airport 
Road a distance of 520 feet, more or less, to the right of way of the Southern 
Railway Company; thence westerly along the said right of way of said Railway a 
distance of 710 feet, more or less, to the northwest corner of this tract; 
thence in a generally southerly direction to the Old Alabama Road; thence in a 
generally southeast by east direction along said Old Alabama Road to the 
present Alabama Road, and thence east to the point of beginning. Said tract is  
recorded in Deed Book 163, Page 459, in the Xxxxx County Deed Records.

LESS AND EXCEPT THE FOLLOWING TRACTS OF LAND: All that tract of land situated 
and lying in Land Lot No. 160 in the 0xx Xxxxxxxx and 4th Section of XXxxx 
County, Georgia, and more particularly described as commencing at a point on the
Alabama Road at the southwest corner of the above tract and running thence 
northerly along the westerly line of said tract a distance of 230.84 feet; 
thence easterly parallel with the present Alabama Public Road, 190 feet; thence 
southerly parallel with said first described line, 230.84 feet to the Alabama 
Public Road; thence westerly along said Alabama Public Road 190 feet


 
more or less, to a stake; going thence south 42 3/4 degrees west, 314 feet, more
or less, to a stake; thence southerly and approximately parallel with Xxxxx
Avenue 646 feet, more or less, to the northeasterly side of the right of way of
Central of Georgia Railroad; thence southeasterly and along the Cental of
Georgia right of way, 356.6 feet, more or less, to the point of beginning.

TRACT V (Tax Map 334-28-22):
-------

All that tract or parcel of land situated, lying and being in Block C of East 
Rome in the City of Rome in Land Lots 276 and 285 in the 00xx Xxxxxxxx and 3rd 
Section of Xxxxx County, Georgia, described as follows:

BEGINNING at the point on the southwesterly line of East Seventh Street 
(formerly Division Street) where the same intersects the southeasterly line of 
Southern Railway Company right of way; and from said beginning point running 
southeasterly, along the southwesterly line of East Seventh Street 180 feet, 
more or less, to the northwest corner of tract formerly owned by Xxxx X. Xxxxx;
thence southwesterly, along the northwest line of said tract formerly owned by 
Xxxx X. Xxxxx, 270 feet, more or less, to corner of lot formerly known as the 
Xxxxxx lot (part later owned by Xxxx Xxxxxxxxx Xxxxxx and Xxx. Xxxx X. Xxxxxxxx 
and part later owned by W. E. Xxxxxxx, Sr.); thence northwesterly, along the 
northerly line of said tract formerly known as the Xxxxxx Lot, 125 feet, more or
less, to the southeasterly line of Southern Railway Company right of way; and 
thence northeasterly, along the southeasterly line of Southern Railway Company 
right of way, 180 feet, more or less, to the beginning point.

TRACT VI (Tax Map 432-28-9):
--------

All that tract or parcel of land situated, lying and being in the City of Rome, 
Xxxxx County, Georgia, and being all of Lots Numbers Thirteen (13), Fourteen 
(14) and Fifteen (15) of the City Land Company's Alto View Addition to West 
Rome, as shown on a plat of said addition recorded in Plat Book 1, page 29 in 
the Office of the Clerk of the Superior Court of Xxxxx County, Georgia.

TRACT VII (Tax Map 432-3-2):
---------

All that tract or parcel of land situated, lying and being in Land Lot 202 in
the 23rd District and 3rd Section of Xxxxx County, Georgia, and being the
easterly 1/2 of Lot 31 and all of Lot 32 in the City Land, Company's Fourth
Addition to Summerville Park, a plat of which is recorded in Plat Book 3, Page
99 in the Office of the Clerk of the Superior Court of Xxxxx County,

















 
corner of Lot No. 3; thence northerly along the easterly side of said Lot No. 3
a distance of 100 feet to the southwest corner of Lot No. 27; thence easterly
along the southerly side of said Xxx Xx. 00 a distance of 140 feet, more or
less, to the point of beginning. This conveyance is expressly made subject to
the "Property Restrictions and Requirements" relating to Xxxxxxx Springs Heights
Subdivision recorded in Deed Book 487, Page 410, and Deed Book 508, Page 489,
Xxxxx County Deed Records.

TRACT III (Tax Map 328-14-27)
---------
 
All that tract or parcel of land situated, lying and being Xxx Xx. 000 in the
23rd District and 3rd Section of Xxxxx County, Georgia, and being Xxx Xx. 00,
Xxxxx "F" of Xxxxxxx Springs Heights, according to a revised plat thereof
recorded in Plat Book 9, Page 132, in the office of the Clerk of Superior Court
of Xxxxx County, Georgia. The lot hereby conveyed being more particularly
described as follows:

BEGINNING at a point on the westerly side of Xxxxxxx Springs Road, which point
is southerly 96 feet from the intersection of the southerly side of Cross View
Boulevard with the westerly side of Xxxxxxx Springs Road; thence running
westerly along the southerly line of Lot No. 28 in Block "F" of said Subdivision
a distance of 140 feet, more or less, to the northeasterly corner of Lot No. 2
in Block "F" of said Subdivision; thence southerly along the easterly line of
said Lot No. 2 a distance of 100 feet to the southeasterly corner of said Lot
No. 2; thence easterly along the northerly line of Lot No. 26 in Block "F" of
said Subdivision a distance of 140 feet, more or less, to a point on the
westerly side of Xxxxxxx Springs Road; thence northerly along the westerly side
of Xxxxxxx Springs Road a distance of 100 feet to the point of beginning.

TRACT IV (Tax Map 432-1-64)
--------

All that tract or parcel of land situated, lying and being in Land Lot 202 
in the 23rd District and 3rd Section of Xxxxx County, Georgia, in the City of
Rome, and being more particularly described as follows:

BEGINNING at an iron pin which marks the northwesterly corner of the
intersection of Xxxxx Avenue and the northeasterly side of the right of way of
the Central of Georgia Railroad; running thence northerly 720 feet, more or
less, along the westerly side of Xxxxx Avenue to a point marked by an iron pin;
running thence east a distance of 125 feet, more or less, to the westerly right
of way now or formerly owned by the Rome and Northern Railroad Company; going
thence northwesterly along the westerly right of way line of said railroad 390
feet,



 
                                 EXHIBIT "A" 

TRACT I (Tax Map 328-14-25):
-------

All that tract or parcel of land situated, lying and being in the 00xx Xxxxxxxx 
and 3rd Section of Xxxxx County, Georgia, and being Xxx Xx. 00 in Block "F" of 
Xxxxxxx Springs Heights, according to a revised plat thereof recorded in Plat 
Book 9, Page 132, in the office of the Clerk of the Superior Court of Xxxxx 
County, Georgia. Said Lot No. 25 being more particularly described as follows:

BEGINNING at a point on the westerly side of Xxxxxxx Springs Road, which point 
is southerly 296 feet from the intersection of the southerly side of Cross View 
Boulevard with the westerly side of Xxxxxxx Springs Road thence running South 
along the westerly side of Xxxxxxx Springs Road a distance of 100 feet to a
point marking the northeast corner of Lot No. 24; thence westerly along the
northerly side of said Xxx Xx. 00 a distance of 125 feet, more or less to the
southeast corner of Lot No. 4; thence northerly along the easterly side of said
Lot No. 4 a distance of 100 feet to the southwest corner of Lot No. 26; thence
easterly along the southerly side of said Xxx Xx. 00 a distance of 135 feet,
more or less, to the point of beginning. This conveyance is expressly made
subject to the "Property Restrictions Requirements" relating to Xxxxxxx Springs
Heights Subdivision recorded in Deed Book 487, Page 410, and Deed Book 508, Page
489, Xxxxx County Deed Records.

TRACT II (Tax Map 328-14-26):
--------

All that tract or parcel of land situated, lying and being in Land Lot No. 328 
in the 23rd District and 3rd Section of Xxxxx County, Georgia, and being Xxx Xx.
00 in Block "F" of Xxxxxxx Springs Heights, according to a revised plat thereof 
recorded in Plat Book 9, Page 132, in the office of the Clerk of the Superior 
Court of Xxxxx County, Georgia, said Xxx Xx. 00 being more particularly 
described as follows:

BEGINNING at a point on the westerly side of Xxxxxxx Springs Road, which point
is southerly 196 feet from the intersection of the southerly side of Cross View 
Boulevard with the westerly side of Xxxxxxx Springs Road; running thence 
southerly along the westerly side of Xxxxxxx Springs Road a distance of 100 feet
to a point marking the northeast corner of Lot No. 25; thence westerly along the
northerly side of Xxx Xx. 00 a distance of 135 feet, more or less, to the
southeast

 
          The will of the said Xxxxx X. Xxxxx is on file in the Office of the 
Probate Court of Xxxxx County, Georgia, having been probated in solemn from with
Letters Testamentary granted to parties of the first part on July 20, 1988.

     In Witness whereof, First Union National Bank and Xxxxx X. Xxxxx, 
Co-Executors, have hereunto set their hands and affixed their seals the day and 
year first above written.

Sworn to and subscribed before               FIRST UNION NATIONAL BANK
me this 8/th/ day of July, 1992.

/s/ Xxxxxx X. Xxxxx                          BY: /s/ [SIGNATURE ILLEGIBLE]
----------------------------------               -------------------------------
WITNESS                                          TITLE: Vice President
                                                       -------------------------

/s/ [SIGNATURE ILLEGIBLE]                    ATTEST: /s/ [SIGNATURE ILLEGIBLE]
----------------------------------                   ---------------------------
NOTARY PUBLIC                                    TITLE: VICE PRESIDENT  
                                                        ------------------------

My Commission expires:                                 
         3/5/94                                            [SEAL]
------------------------------           


Sworn to and subscribed before           
me this 8th day of July, 1992.


/s/ Xxxxxx X. Xxxxx                          /s/ Xxxxx X. Xxxxx          (SEAL) 
----------------------------------           ----------------------------
WITNESS                                      XXXXX X. XXXXX


 /S/ [SIGNATURE ILLEGIBLE]
----------------------------------
NOTARY PUBLIC


My Commission expires:
         3/5/94
------------------------------           




 
                                                            [STAMP APPEARS HERE]


                                DEED OF ASSENT


STATE OF GEORGIA
COUNTY OF XXXXX.

          THIS INDENTURE made this 10th day of July, 1992 between First Union
National Bank and Xxxxx X. Xxxxx, Co-Executors of the Estate of Xxxxx X. Xxxxx
of the County of Xxxxx and State of Georgia of the first part and First Union
National Bank, Trustee under Trust created under Item Eight of the will of Xxxxx
X. Xxxxx, Deceased, of the County of Xxxxx and State of Georgia of the second
part:


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

          That the said parties of the first part for the purpose of carrying 
out the provisions of the will of Xxxxx X. Xxxxx, and evidencing the assent of 
said parties of the first part to the devise thereby made, there being ample 
property and assets in the estate of said deceased to satisfy all of the debts
of that estate, have delivered and conveyed and by these presents delivers and
conveys unto the said party of the second part, its heirs, successors and
assigns the following described property:

          See Exhibit "A" attached hereto and made a part hereof by reference.

TO HAVE AND TO HOLD, the said land, together with all and singular the rights, 
members and appurtenances thereto belonging, or in any wise appertaining, to the
only proper use, benefit and behoof of the said party of the second part, its 
successors and assigns, in as ample a manner as said Xxxxx X. Xxxxx held the 
same.


                               Xxxxx County, Georgia
                              Real Estate Transfer Tax
                           Paid $    None
                                 ----------------------------
                                     7-16-92
                           Date  ----------------------------
                                   /s/ Xxxxx Xxxxxx
                                 ----------------------------
                            Deputy Clerk of Superior Court