SALES AGENCY AGREEMENT

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EXHIBIT 1.1

Wellbrook Properties, Inc.

2,000,000 shares of Common Stock

SALES AGENCY AGREEMENT

Date:            , 2004

Ladies and Gentlemen:

        Wellbrook Properties, Inc., a Georgia corporation ("the Company"), hereby confirms its respective agreements with                        ("Agent"), a broker-dealer registered with the Securities and Exchange Commission ("Commission") and a member of the National Association of Securities Dealers, Inc. ("NASD"), as follows:

        1.     Introduction.     

        The Company desires to offer up to 2,000,000 shares of its common stock (the "Shares") in an offering (the "Offering") on Form S-11 under the Securities Act of 1933, as amended (the "1933 Act"). The Company has been advised by Agent that it desires to use its best efforts to assist the Company with its sale of the Shares in the Offering as described in the Prospectus attached hereto as Exhibit "A" and made a part hereof.

        2.     Representations and Warranties of the Company.     The Company represents and warrants to Agent that:

        (a)   The Company has filed with the Commission a Registration Statement on Form S-11, including exhibits and all amendments and supplements thereto (No. 333-            ), including the Prospectus, for the registration of the Shares under the 1933 Act. Such Registration Statement has been registered under the 1933 Act and no proceedings therefor have been initiated or, to the best of the Company's knowledge, threatened by the Commission (provided that for this purpose the Company shall not regard any such proceeding as "threatened" unless the Commission has manifested to the management of the Company, or to its counsel, a present intention to initiate such proceeding). Such Registration Statement, as amended or supplemented, if amended or supplemented, on file with the Commission at the time the Registration Statement becomes effective, including the Prospectus, financial statements, schedules, exhibits and all other documents filed as part thereof, is herein called the "Registration Statement;" and the Prospectus, as amended or supplemented, if amended or supplemented, on file with the Commission at the time the Registration Statement becomes effective is herein called the "Prospectus," and shall include any amendments or supplements thereto from and after their dates of registration or use, respectively.

        (b)   As of the date of the Prospectus (i) the Registration Statement and the Prospectus (as amended or supplemented, if amended or supplemented) complied and will comply in all material respects with the 1933 Act, (ii) the Registration Statement (as amended or supplemented, if amended or supplemented) did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (iii) the Prospectus (as amended or supplemented, if amended or supplemented) did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Representations or warranties in this subsection shall not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Company relating to Agent by or on behalf of Agent expressly for use in the Registration Statement or the Prospectus.

        (c)   The Company is duly organized as a business corporation under the laws of the State of Georgia, and is validly existing under the laws of the State of Georgia with full power and authority to own its property and conduct its business as described in the Prospectus.

        (d)   The Company has good, marketable and insurable title to all assets material to its business and to those assets described in the Prospectus as being owned by the Company, free and clear of all material liens, charges, encumbrances or restrictions, except as are described in the Prospectus; and all of the leases and subleases of the Company under which it holds properties, including those described in the Prospectus, are in full force and effect as described therein.

        (e)   The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary action on the part of the Company, and this Agreement is a valid and binding obligation of the Company, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent that the provisions of Section 8 hereof may be unenforceable as against public policy).

        (f)    There is no litigation or governmental proceeding pending or, to the knowledge of the Company, threatened against or involving the Company or any of its assets except as required to be disclosed in the Prospectus. Any litigation or governmental proceeding is not considered "threatened" unless the potential litigant or governmental authority has manifested to the management of the Company, or to their counsel, a present intention to initiate such litigation or proceeding.

        (g)   The Company has all power, authority, authorizations, approvals and orders as may be required to enter into this Agreement, to carry out the provisions and conditions hereof and to issue and sell the Shares to be sold by it as provided herein.

        (h)   The financial statements of the Company which are included in the Registration Statement and are part of the Prospectus fairly present the financial condition, results of operations, retained earnings and cash flows of the Company at the respective dates thereof and for the respective periods covered thereby and comply as to form in all material respects with applicable accounting requirements of the regulations promulgated under the 1933 Act (the "1933 Act Regulations"). Such financial statements have been prepared according to generally accepted accounting principles consistently applied throughout the periods involved except as noted therein. The tables in the Prospectus accurately present the information purported to be shown thereby at the respective dates thereof and for the respective periods covered thereby.

        (i)    There has been no material adverse change with respect to the condition (financial or otherwise) results of operations, business, assets or properties of the Company since the latest date as of which such condition or the latest period for which such operations is set forth in the Prospectus except as referred to therein; and the capitalization, assets, properties and businesses of the Company conform in all material respects to the descriptions thereof contained in the Prospectus as of the date specified and, since such date, there has been no material adverse effect on the Company. The Company does not have any contingent liabilities, except as set forth in the Prospectus.

        (j)    No default exists, and, to the knowledge of the Company, no event has occurred which with notice or lapse of time, or both, would constitute a default, on the part of the Company, in the due performance and observance of any material term, covenant or condition of any agreement which would result in a material adverse effect on the Company; said agreements are in full force and effect; and no other party to any such agreement has instituted or, to the knowledge of the

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Company, threatened any action or proceeding wherein the Company would be alleged to be in default thereunder.

        (k)   The Company is not in violation of its Articles of Incorporation or Bylaws or in default in the performance of any material obligation, agreement or condition contained in any bond, debenture, note or any other evidence of indebtedness. The execution and delivery of this Agreement, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the Articles of Incorporation or Bylaws of the Company or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) in any material respects under, any agreement, indenture or other instrument by which the Company is bound, or under any governmental license or permit or any law, administrative regulation, authorization, approval, order, court decree, injunction or order, except as may be required under the blue sky laws and regulations (collectively, the "Blue Sky Laws") of various jurisdictions.

        (l)    Subsequent to the respective dates as of which information is given in the Prospectus and prior to the Closing Date, except as otherwise may be indicated or contemplated therein, the Company has not issued any securities or incurred any liabilities or obligations, direct or contingent, for borrowed money, or entered into any transaction which is material in light of the businesses and properties of the Company other than in the normal course of business.

        (m)  No approval of any regulatory, supervisory or other public authority is required in connection with the execution and delivery of this Agreement or the issuance of the Shares, except as may be required by the Commission and under the Blue Sky Laws of various jurisdictions.

        (n)   All contracts and other documents required to be filed as exhibits to the Registration Statement have been filed with the Commission.

        (o)   Robert N. Clemons, CPA, PA, who has opined upon the financial statements of the Company included in the Prospectus, is, and was during the periods covered in its report in the Prospectus, an independent public accountant with respect to the Company within the meaning of the 1933 Act, the 1933 Act Regulations, the Code of Professional Ethics of the American Institute of Certified Public Accountants and 12 C.F.R. 571.2(c)(3).

        (p)   The Company has not made any payment of funds of the Company prohibited by law, and no funds of the Company have been set aside to be used for any payment prohibited by law.

        (q)   All documents delivered by the Company in connection with the issuance and sale of the Shares, except for those documents that were prepared by parties other than the Company were on the dates on which they were delivered, true, complete and correct.

        3.     Representations and Warranties of Agent.     Agent represents and warrants to the Company that:

        (a)   Agent is registered as a broker-dealer with the Commission and is a member of the NASD, and is in good standing with the Commission and the NASD.

        (b)   Agent is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to provide the services to be furnished to the Company hereunder.

        (c)   The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Agent, and this Agreement is a legal valid and binding obligation of Agent, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, regardless of whether such enforceability

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is considered in a proceeding in equity or at law, and except to the extent that the provisions of Section 8 hereof may be unenforceable as against public policy).

        (d)   Agent and each of its employees, agents and representatives who shall perform any of the services required hereunder to be performed by Agent, shall be duly authorized, and shall have all licenses, approvals and permits necessary, to perform its services hereunder; and Agent is a registered selling agent in the jurisdictions in which the Shares are to be offered for sale and will remain registered in such jurisdictions in which the Company is relying on such registration for the sale of the Shares.

        (e)   The execution and delivery of this Agreement by Agent, the fulfillment of the terms set forth herein and the consummation of the transactions contemplated hereby shall not violate or conflict with the corporate Charter or Bylaws of Agent or violate, conflict with or constitute a breach of, or default (or an event which, with notice or lapse of time, or both, would constitute a default) under, any material agreement, indenture or other instrument by which Agent is bound or under any governmental license or permit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order.

        (f)    Any funds received by Agent to purchase shares of the Shares will be handled in accordance with Rule 15c2-4 under the 1934 Act.

        (g)   There is not now pending nor, to Agent's knowledge, threatened against Agent any action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning Agent's activities as a broker-dealer.

        4.     Employment of Agent; Sale and Delivery of the Shares.     

        (a)   On the basis of the representations and warranties herein but subject to the terms and conditions set forth in this Section 4, the Company hereby employs Agent as its agent to use its best efforts in assisting the Company with the Company's sale of the Shares in the Offering as described in the Prospectus attached hereto as Exhibit "A" and made a part hereof. The employment of Agent hereunder shall terminate upon completion of