Lease between Germania Property Investors ***, L.P. and SpectRx, Inc

(a) "Commencement Date" shall mean the date on which the term of this Lease commences.

(b) "Expiration Date" shall mean the date on which the term of this Lease expires, as the same may be sooner terminated or extended as provided in this Lease.

(c) "Improvements" shall mean that portion of the building located on the Land which contains 28,527 rentable square feet of space known as Suite 300, 4955 Avalon Ridge Parkway according to the current system of numbering in the City of Norcross (the "Building"). The lease of the Improvements shall include the non-exclusive right to use all Common Areas, roadways, parking areas, paved areas located on, or attached or affixed to, the Land on the Commencement Date, and any and all modifications thereof and alterations, additions, replacements and substitutions thereto.  The term Improvements does not include the Land.  The "Building" contains 60,824 rentable square feet.

(d) "Land" shall mean all that tract or parcel of land lying and being in Land Lots 270 of the 6th District of Gwinnett County, Georgia, a/k/a Lot 4, Block A, Unit One, Avalon Ridge and being more particularly described on Exhibit "B" attached hereto and incorporated herein by reference together with all easements and rights appurtenant thereto, and Landlord's right, title and interest in and to all streets, public or private alleys and public or private ways adjoining or crossing said land.

(e) "Laws" shall mean all federal, state, county, municipal and other governmental constitutions, statutes, ordinances, codes, regulations, resolutions, rules, requirements and directives and all decisions, judgments, writs, injunctions, orders, decrees or demands of courts, administrative bodies and other authorities construing any of the foregoing. "Law" shall be the singular reference to Laws.

(f) "Lease" shall mean this Lease Agreement, together with any and all exhibits and attachments which may be part of this Lease Agreement.

(g) "Mortgage" shall mean any mortgage, deed to secure debt, deed of trust, trust deed or other conveyance or, or lien or encumbrance against, the Premises as security for any debt, whether now existing or hereafter arising or created. "Mortgages" shall mean more than one "Mortgage".

(h) "Mortgagee" shall mean the holder of any Mortgage, together with the holder's heirs, legal representatives, successors, transferees and assigns. "Mortgagees" shall mean more than one "Mortgagee".

(i) "Premises" shall mean the Land and the Building.

(j) "Rent" shall mean the rental specified and provided for in this Lease. Rent shall be payable at the address of Landlord specified in Paragraph 28 of this Lease, or at such other location as Landlord may hereafter designate in writing to Tenant.

(k) "Taxes and Assessments" shall mean any and all of the following levied, assessed or imposed upon, against or with respect to this Lease, the Premises, any part of the Premises or the use and occupancy of the Premises at any time during the term of this Lease: real property ad valorem taxes, assessments, charges made by any public or quasi-public authority for improvements or betterments related directly or indirectly to the Premises, sanitary taxes or charges, sewer or water taxes or charges and any other governmental or quasi-governmental impositions, charges encumbrances, levies, assessments or taxes of any nature whatsoever, whether general or special, whether ordinary or extraordinary, whether foreseen or unforeseen and whether payable in installments or not. "Taxes and Assessments" shall include any tax levied or imposed upon or assessed against the Rent reserved hereunder or income arising here from to the extent the same are in lieu of or a substitute for any of the Taxes and Assessments hereinabove described. Taxes and Assessments specifically exclude any taxes for income, transfer, inheritance and capital stock transfers.

(l) "Tenant's Proportionate Share" for purposes of this Lease shall be 46.9%.

(a) Tenant shall pay to Landlord as rent during the Term the sums reflected in the schedule below (the "Base Rent"), which shall be due and payable in advance on the Commencement Date and on the first (1st) day of each month thereafter during the Term:

(b) As security for the payment of Base Rent and the performance of Tenant's other obligations, duties and liabilities under this Lease, Tenant has delivered to Landlord the sum of Ninety-nine Thousand, Eight Hundred Forty-Four and 50/100 Dollars ($99,844.50), (hereinafter called the "Security Deposit"). Landlord shall be entitled to use the Security Deposit, or in the discretion of Landlord from time to time portions of the Security Deposit, to the extent required for the payment of any Base Rent or additional rental not paid within any applicable periods of notice and cure after the due date thereof or for the payment of any other sum which Landlord may expend or be required to expend by reason of the occurrence of any Event of Default under this Lease including, but not limited to, any damages or deficiency in the Base Rent obtained by Landlord upon a reletting of the Premises, whether such damages or deficiency occurred before or after the exercise by Landlord of any righ t or remedy as a result of such Event of Default. In the event Tenant shall fully and faithfully comply with and perform all of Tenant's obligations, duties and liabilities under this Lease Landlord shall upon the expiration of this Lease return the Security Deposit to Tenant. In the event of any sale, conveyance, transfer or assignment or other disposition of Landlord's interest in and to the Premises, Landlord shall be entitled to transfer the Security Deposit to the party to whom the Premises are sold, conveyed, transferred, assigned or otherwise disposed of any Tenant shall look only and solely to such party for any return of the Security Deposit.

(c) Any Base Rent or other amounts payable to the Landlord under this Lease, if not paid by the fifth (5th) day of the month for which such Base Rent is due, or by the date specified in any invoices from Landlord for any other amounts payable hereunder, shall incur a late charge of Fifty and No/100 Dollars ($50.00) for Landlord's administrative expense and processing such delinquent payment and in addition thereto shall bear interest at the rate of ten percent (10%) per annum from and after the due date for such payment.

(d) In the event Tenant shall fully and faithfully comply with and perform all of Tenant's obligations, duties and liabilities under this Lease, Landlord shall return one sixth 1/6^th) of the Security Deposit to Tenant at the end of each twelve (12) months of the Lease Term. The final one sixth of the Security Deposit will be held until the end of the Lease Term.

(a) Definitional Terms Relating to Additional Rent. For purposes of this Section and other relevant provisions of the Lease:

(b) Payment of Operating Expenses. Tenant shall pay, as Additional Rent and in accordance with the requirements of Section (c) below, its Proportionate Share of the Operating Expenses as set forth in Section (c) below. The Additional Rent commences to accrue upon the Commencement Date. The Tenant's Proportionate Share of Operating Expenses payable hereunder for the Operating Years in which the Term begins and ends shall be prorated to correspond to that portion of said Operating Years occurring within the Term. Tenant's Proportionate Share of Operating Expenses and any other sums due and payable under this Lease shall be adjusted upon receipt of the actual bills therefor and the obligations of this Section 6 shall survive the termination or expiration of the Lease.

(c) Payment of Additional Rent. Landlord shall have the right to reasonably estimate the Operating Expenses for each Operating Year. Upon Landlord's notice to Tenant of such estimated amount, Tenant shall pay, on the first day of each month during that Operating Year, an amount (the "Estimated Additional Rent") equal to the estimate of the Tenant's Proportionate Share of Operating Expenses divided by 12 (or the fractional portion of the Operating Year remaining at the time Landlord delivers its notice of estimated Operating Expenses due from Tenant for that Operating Year). If the aggregate amount of Estimated Additional Rent actually paid by Tenant during any Operating Year is less than Tenant's actual ultimate liability for Operating Expenses for that particular Operating Year, Tenant shall pay the deficiency within 30 days of Landlord's written demand therefor. No interest shall be payable to the Landlord on account of such payments of Estimated Additional Rent. If the aggregate amount of Estimated Additional Rent actually paid by Tenant during a given Operating Year exceeds Tenant's actual liability for such Operating Year, the excess shall be credited against the Base Rent and Estimated Additional Rent next due from Tenant during the immediately subsequent Operating Year, except that in the event that such excess is paid by Tenant during the final Lease Year, then upon the expiration of the Term, Landlord or Agent shall pay Tenant the then-applicable excess promptly after determination thereof. No interest shall be payable to Tenant on account of such payments of Estimated Additional Rent and such payments may be commingled. Tenant (or its accountants) shall have the right to inspect and audit, at reasonable times and in a reasonable manner, during such one (1) year period, such of Landlord's books and accounts and records as pertain to and contain information concerning the Operating Expenses for the calendar year in question. The books and records shall be k ept for at least two (2) calendar years after the expiration of the applicable calendar year in accordance with generally accepted accounting principles, consistently applied. If Tenant's audit for any calendar year should reveal the aggregate amount of Estimated Additional Rent actually paid by Tenant during a given Operating Year exceeded Tenant's actual liability for such Operating Year, the excess (and, if such overpayment is more than five percent (5%), together with the cost of such audit not to exceed $3,000 per calendar year) shall be credited against the Estimated Additional Rent next due from Tenant during the immediately subsequent Operating Year, except that in the event that such excess is paid by Tenant during the final Lease Year, then upon the expiration of the Term, Landlord or Agent shall pay Tenant the then-applicable excess promptly after determination thereof.

(d) Landlord warrants that Tenant's Proportionate Share of the controllable Operating Expensesmanagement fees and landscaping charges will not escalate more than ten percent (10%) per year during the original Term.

(a) Premises are zoned M-1. Landlord does not warrant that M-1 zoning will permit uses contemplated in Paragraph 5 of the Lease.

(b) As of the Commencement Date, the Premises and the exterior entrances to the Building to the Premises shall be in material compliance with all applicable Laws, including without limitation, the Americans With Disabilities Act. Landlord shall defend, indemnify and save Tenant harmless from any claims, fines, penalties, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees, expert witness fees and other costs of defense) arising from the failure of Landlord to comply with its obligations under this paragraph.

(c) As of the date of this Lease and the Commencement Date, all building systems serving the Premises, including without limitation, mechanical, electrical, plumbing, fire safety, HVAC systems and roof and structural components of the Building, shall be in good working order and no uncompleted deferred maintenance shall exist with respect to such systems.

(d) To Landlord's actual knowledge without independent investigation, no leak, spill, release, discharge, emission or disposal of Hazardous Substances has occurred on the Premises prior to the Commencement Date, the soil, ground water and soil vapor on or under the Premises are free of Hazardous Substances. To Landlord's actual knowledge without independent investigation, the Premises does not contain any asbestos, PCBs, radon or underground storage tanks. Landlord shall defend, indemnify and save Tenant harmless from any claims, fines, penalties, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees, expert witness fees and other costs of defense) which arise from Landlord's breach of its representations, agreements and warranties and from any leak, spill, release, discharge, disposal or emission of Hazardous Substances that has or will occur on the Premises prior to the Commencement Date during Landlord's period of ownership that does not result from Tenant's breach of its obligations under the provisions of this Lease. Tenant's lawful use on the Premises of cleaning supplies, copying fluids, other office and maintenance supplies, and other substances normally and customarily used by tenants of space similar to the Premises should not be deemed to violate any of the provisions of this Lease.

(a) Tenant, with the prior written consent of Landlord, and only with such consent, and subject to the conditions hereinafter set forth, may, at its sole cost and expense, alter, modify, repair or add to any existing Improvements, all or any of the foregoing being hereinafter collectively called "Alterations"; provided that:

(b) Provided that there shall not then exist any Event of Default under this Lease, Tenant shall have the right during the term of this Lease to remove from the Premises Tenant's trade fixtures, furniture, shelves, cabinets, countertops, desk units, equipment and machinery, including without limitation lifts and all mechanical apparatus (hereinafter called the "Tenant's Property") without any contribution or reimbursement there for by Landlord, provided that the Tenant's Property may be removed without material injury to the Premises and provided further that any damage to the Premises or any part thereof occasioned by such removal shall be promptly repaired by Tenant at Tenant's sole cost and expense. As used herein, the term "Tenant's Property" shall not include or be deemed to include any item now or hereafter installed in or affixed to the Improvements that is an integral part of the Improvements such as heating, ventilating and air conditioning systems and equi pment, electrical and plumbing fixtures and systems and other similar equipment and fixtures, if any.

(c) Landlord shall provide Tenant with an allowance in the amount of One hundred forty-two thousand, six-hundred thirty-five and no/100 Dollars ($142,635.00) (the "Allowance") for the purpose of space planning, signage, moving, partitioning and other improvements to the Premises. Eighty-five thousand, five hundred eighty-one and no/100 Dollars ($85,581.00) of the Allowance must be applied to the Improvements. Landlord must approve all improvements in advance of construction, and Landlord will pay Tenant the Allowance upon completion of the improvements and upon submission to Landlord of all invoices relating to space planning, partitioning and tenant improvements. The difference in the amounts (Fifty-seven thousand Fifty-four and no/100 Dollars ($57,054.00)) shall be payable to Tenant within thirty (30) days of the Commencement Date. and occupancy.

(a) Tenant shall, at Tenant's sole cost and expense, promptly comply with all legal requirements affecting the Premises. The phrase "legal requirements affecting the Premises", as used in this paragraph, shall mean and shall include all applicable Laws and other requirements which relate in any manner to the physical condition of the Improvements or any part of the Improvements, or to the use or occupancy of the Improvements or any part of the Improvements.

(b) Tenant may, at its sole cost and expense, in its own name and on its own behalf or in the name of and on behalf of Landlord, in good faith, contest any legal requirement affecting the Premises and, in the event of any such contest, may permit such legal requirement so contested to remain unsatisfied during the period of such contest and any appeal therefrom, provided however, that, if Landlord shall notify Tenant that, in Landlord's reasonable opinion, the Premises or any part thereof will be subject to loss or forfeiture by virtue of or by reason of such non-compliance, such legal requirements shall be complied with forthwith or Tenant shall deposit with Landlord a sum of money reasonably required by Landlord as security to protect the Premises from any loss or forfeiture. Landlord, at the sole cost and expense of Tenant, shall cooperate fully with Tenant in any such contest.

(a) For the purposes of this paragraph 13: (i) "taking" shall mean any condemnation or exercise of the power of eminent domain by any public authority vested with such power, or any taking in any other manner for public use, including a private purchase, in lieu of condemnation, by a public authority vested with the power of eminent domain; (ii) the "date" of any taking shall mean the earlier of the date upon which title to the Premises or portion thereof taken is vested in the condemning authority, or the date upon which possession of the Premises or portion thereof is taken by the condemning authority; and (iii) "substantially all of the Premises" shall mean so much of the Premises as, when taken, leaves the untaken portion unsuitable for the continued feasible and economic operation of the Improvements by Tenant for substantially the same purposes as immediately prior to such taking.

(b) In the event of a taking of all or substantially all of the Premises, then the term of this Lease shall automatically cease and terminate on the date of such taking, and all Base Rent and other sums payable by Tenant hereunder shall be apportioned and paid through and including the date of such taking. Such termination, however, shall be without prejudice to the rights of either Landlord or Tenant to recover compensation and damages from the condemning authority in connection with such taking, and neither Landlord nor Tenant shall have any rights in any compensation or damages payable to the other.

(c) In the event of a taking of a portion of the Premises less than substantially all of the Premises, then this Lease and all the duties and obligations of Tenant under this Lease shall remain unmodified, unaffected and in full force and effect; provided, however, that the Base Rent payable immediately prior to the taking shall be reduced as the rental value of the Improvements after the taking bears to the rental value of the Improvements immediately prior to the taking. In the event of such a taking, Landlord shall undertake to restore the Improvements and Premises to a condition suitable for Tenant's use, as near to the condition thereof immediately prior to such taking as is reasonably feasible under all circumstances; provided, however, that (i) if the part of the Building so taken or purchased in lieu of taking shall contain more than twenty-five percent (25%) of the rentable area of the Improvements immediately prior to such taking or purchase in lieu of taking, or (ii) if by r eason of such taking or purchase in lieu of taking Tenant no longer has a reasonable means of parking adjacent to or of access to the Improvements, then Tenant may, at Tenant's option, terminate this Lease by delivering to Landlord written notice of Tenant's election so to terminate at least five (5) days in advance, and this Lease shall terminate as if the date of such election were the date originally fixed in this Lease for the expiration of the Term.

(d) Tenant may separately claim and receive from the condemning authority (but not from Landlord), if legally payable, compensation for Tenant's leasehold interest, for removal and relocation costs and for Tenant's loss of business and/or business interruption.

(a) Tenant shall procure, and shall maintain in full force and effect at all times during the term of this Lease, such insurance against such risks as is customarily carried with respect to properties similar to the Improvements, paying as the same become due all premiums therefor, including, without limitation:

(b) Tenant shall pay all premiums for the insurance coverage which Tenant is required to procure and maintain under this Lease. Each insurance policy: (i) shall be issued by an insurer authorized under the applicable Laws to issue the coverage provided by the policy, (ii) shall be issued by an insurer with a financial rating of not less than Class VII as rated in the most current available A.M. Best Company's Insurance Reports, (iii) shall be issued on such form of policy, authorized in Georgia, in "Special Cause of Loss" with respect to the general public liability insurance and in "ISO Form CG 00 01 10 01 or equivalent" with respect to the property insurance; (iv) shall name Landlord, Tenant and any Mortgagee as insured parties, as their respective interests may appear (except with respect to worker's compensation insurance); (v) shall provide that the policy cannot be cancelled except after the insurer gives Landlord and any Mortgagee thirty (30) days written not ice of cancellation, (vi) shall provide that the policy cannot lapse if it is not renewed for any reason except after the insurer gives any Mortgagee ten (10) days written notice of the non-renewal; (vii) shall not be subject to invalidation as to any Mortgagee by reason of any act or omission of Tenant or any of Tenant's officers, employees or agents; (viii) shall provide that any losses payable thereunder shall be adjusted with Tenant; and (ix) shall contain a provision whereby the insurer permits Tenant to waive all rights of recovery against Landlord and any Mortgagee, and whereby the insurer itself waives any claims by way of subrogation against Landlord and any Mortgagee (except with respect to worker's compensation insurance). Tenant shall not procure or maintain in force any insurance policy which might have the effect of reducing or diminishing the amounts payable under any of the policies required by this Lease. Immediately upon the issuance of each policy required under this Lease, Tenant shall deliver certificates evidencing such policy to Landlord and any Mortgagee, together with evidence satisfactory to Landlord and such Mortgagee that the premiums therefor have been paid for a period of at least six (6) months from the date of delivery. Not less than fifteen (15) days prior to the expiration date of each policy required, Tenant shall pay the premium for renewal for a period of not less than six (6) months and deliver to Landlord a certificates evidencing such renewal policy or endorsement evidencing the renewal, together with evidence satisfactory to Landlord that the renewal premium has been paid for a period of not less than six (6) months.

(c) Except to the extent arising from Landlord's or its employee's and agent's gross negligence or willful misconduct, in the event of any damage to or destruction of the Improvements, or any part or portion thereof, Tenant shall, at its sole cost and expense, promptly commence and diligently prosecute to completion pursuant to plans and specifications approved in advance by Landlord such repair, restoration or replacement of the Improvements, or such part or portion thereof, which is necessary to restore the Improvements, or such part or portion thereof, to a condition substantially the same as existed prior to such damage or destruction. All such repair, restoration and replacement shall be made in compliance with the requirements of subparagraphs (i) through (v) of paragraph 10 of this Lease respecting Alterations. Upon completion of such repair restoration or replacement, Landlord shall reimburse Tenant an amount equal to the total costs and expenses incurred by Tenant in connecti on therewith.

(a) The following events shall constitute events of default (an "Event of Default") by Tenant under this Lease: (i) if Tenant shall fail to pay when due any Base Rent or other payment to be made by Tenant hereunder and such failure shall continue for five (5) days after written notice of such failure of payment; provided, however, such notice and such grace period shall be required to be provided by Landlord and shall be accorded Tenant, if necessary, only two (2) times during any calendar year of the Term, and an Event of Default shall be deemed to have immediately occurred upon the third (3rd) failure by Tenant to make a timely payment as aforesaid within any calendar year of the Term; (ii) if Tenant shall violate or breach, or shall fail to fully and completely observe, keep, satisfy, perform and comply with, any agreement, term, covenant, condition, requirement, restriction or provision of this Lease (other than the payment of Base Rent or any other payment to be made by T enant), and shall not cure such failure within thirty (30) days after Landlord gives Tenant written notice thereof; provided, however, if the failure cannot be cured within thirty (30) days, Tenant shall have commenced and shall diligently pursue the cure thereof, not to exceed ninety (90) days; (iii) if Tenant shall become or be declared or adjudicated bankrupt or insolvent or be unable to pay its debts as they mature; (iv) if Tenant shall make a transfer in fraud of creditors or shall make an assignment for the benefit of creditors, or if Tenant shall file a petition or commence any proceedings under any section or chapter of the Federal Bankruptcy Code, as amended, or under any similar Law or any statute of the United States or any state or an order for relief is entered in any proceeding under the Federal Bankruptcy Code initiated by or against the Tenant; (v) if there shall be commenced against Tenant an involuntary bankruptcy, insolvency or similar proceeding which is not dismissed within ninety (90) d ays after such commencement; or (vi) if a receiver or trustee for all or any part of Tenant's property shall be appointed without the consent of Tenant and shall not be discharged within one hundred twenty (120) days after such appointment.

(b) Upon the occurrence of any Event of Default, Landlord may pursue any one or more of the following remedies, separately or concurrently or in any combination, without any notice (except as specifically provided below) or demand whatsoever and without prejudice to any other remedy which it may have for possession of the Improvements or for arrearages Base Rent or other amounts payable by Tenant: (i) Landlord may terminate this Lease by giving Tenant written notice of termination, in which event Tenant shall immediately quit and vacate the Improvements and deliver and surrender possession of the Improvements to Landlord, and this Lease shall be terminated at the time designated by Landlord in its notice of termination to Tenant; (ii) with or without terminating this Lease, Landlord may enter upon and take possession of the Improvements and expel or remove Tenant and any other person who may be occupying the Improvements; (iii) Landlord may re-lease the Improvements or any part thereof, on such terms and conditions as Landlord may deem satisfactory, and receive the rent for any such releasing, in which event Tenant shall pay to Landlord on demand any deficiency that may arise by reason of such re-leasing; or (iv) Landlord may do whatever Tenant is obligated to do under the terms of this Lease, in which event Tenant shall reimburse Landlord on demand for any expenses, including, without limitation, reasonable attorneys' fees, which Landlord may incur in thus effecting satisfaction and performance of or compliance with Tenant's duties and obligations under this Lease.

(c) Landlord's pursuit of any one or more of the remedies stated in subparagraph (b) above shall not preclude pursuit of any other remedy or remedies provided in this Lease or any other remedy or remedies provided for or allowed by law or in equity, separately or concurrently or in any combination. Landlord's pursuit of any one or more of the remedies provided in this Lease shall not constitute an election of remedies excluding the election of another remedy or other remedies, or a forfeiture or waiver of any Base Rent or other amounts payable under this Lease by Tenant or of any damages or other sums accruing to Landlord by reason of Tenant's failure to fully and completely keep, observe, perform, satisfy and comply with all of the agreements, terms, covenants, conditions, requirements, provisions and restrictions of this Lease. No action taken by or on behalf of Landlord shall be construed to be an acceptance of a surrender of this Lease. Landlord's forbearance in pursuing or exerc ising one or more of its remedies shall not be deemed or construed to constitute a waiver of any Event of Default or of any remedy. No waiver by Landlord of any right or remedy on one occasion shall be construed as a waiver of that right or remedy on any subsequent occasion or as a waiver of any other right or remedy then or thereafter existing. No failure of Landlord to pursue or exercise any of Landlord's powers, rights or remedies or to insist upon strict and exact compliance by Tenant with any agreement, term, covenant, condition, requirement, provision or restriction of this Lease, and no custom or practice at variance with the terms of this Lease, shall constitute a waiver by Landlord of the right to demand strict and exact compliance with terms and conditions of this Lease. No termination of this Lease shall affect Landlord's right to collect Base Rent for the period prior to termination.