ONE PACES WEST

STANDARD FORM OFFICE LEASE

BETWEEN

ZML - PACES LIMITED PARTNERSHIP, a Delaware limited partnership ("LANDLORD"),
by its agent, Equity Office Properties, Inc.

AND

THE SUMMIT NATIONAL BANK, a national banking association ("TENANT")

TABLE OF CONTENTS

I. BASIC LEASE INFORMATION: DEFINITIONS...................................................................... 1
II. LEASE GRANT................................................................................................ 2
III. POSSESSION................................................................................................. 2
IV. USE........................................................................................................ 3
V. RENT....................................................................................................... 3
VI. SECURITY DEPOSIT........................................................................................... 3
VII. SERVICES TO BE FURNISHED BY LANDLORD....................................................................... 4
VIII. LEASEHOLD IMPROVEMENTS..................................................................................... 4
IX. GRAPHICS................................................................................................... 5
X. REPAIRS AND ALTERATIONS BY TENANT.......................................................................... 5
XI. USE OF ELECTRICAL AND HVAC SERVICES BY TENANT.............................................................. 5
XII. ENTRY BY LANDLORD.......................................................................................... 6
XIII. ASSIGNMENT AND SUBLETTING.................................................................................. 6
XIV. LIENS...................................................................................................... 7
XV. INDEMNITY AND WAIVER OF CLAIMS............................................................................. 7
XVI. TENANT'S INSURANCE......................................................................................... 8
XVII. SUBROGATION................................................................................................ 9
XVIII. LANDLORD'S INSURANCE....................................................................................... 10
XIX. CASUALTY DAMAGE............................................................................................ 10
XX. DEMOLITION................................................................................................. 11
XXI. CONDEMNATION............................................................................................... 11
XXII. EVENTS OF DEFAULT.......................................................................................... 11
XXIII. REMEDIES................................................................................................... 12
XXIV. LIMITATION OF LIABILITY.................................................................................... 13
XV. NO WAIVER.................................................................................................. 14
XXVI. EVENT OF BANKRUPTCY........................................................................................ 14
XVII. QUIET ENJOYMENT............................................................................................ 15
XXVIII. RELOCATION................................................................................................. 15
XXIX. HOLDING OVER............................................................................................... 15
XXX. SUBORDINATION TO MORTGAGES................................................................................. 15
XXXI. ATTORNEY'S FEES............................................................................................ 16
XXXII. NOTICE..................................................................................................... 16
XXXIII. LANDLORD'S LIEN .......................................................................................... 16
XXXIV. EXCEPTED RIGHTS............................................................................................ 16

XXXV. SURRENDER OF PREMISES................................................................................................ 17
XXXVI. MISCELLANEOUS........................................................................................................ 17
XXXVII. ENTIRE AGREEMENT .................................................................................................... 18

OFFICE LEASE AGREEMENT

This Office Lease Agreement (the "Lease"), is made and entered into as of
the 16th day of June, 1995 by and between ZML-Paces Limited Partnership, a
Delaware limited partnership ("Landlord") by its Agent, Equity Office
Properties, Inc., an Illinois corporation and The Summit National Bank, a
national banking association ("Tenant").

I. BASIC LEASE INFORMATION: DEFINITIONS.

A. The following is some of the basic lease information and defined
terms used in this Lease.

1. "Broker" [INTENTIONALLY OMITTED].

2. "Building" shall mean the office building located at 2727 Paces
Ferry Road, N.W.,Atlanta, Xxxxxx County, State of Georgia 30339, commonly
known as One Paces West.

3. The "Lease Term" shall mean a period of seven (7) years
commencing on July 1,1995 (the "Commencement Date"), and,unless sooner
terminated as provided herein, ending on June 30, 2002 (the "Termination
Date").

4. "Guarantor(s)" shall mean any party that agrees in
writing to guarantee the Lease.

5. "Landlord Work" shall mean the work, if any, that Landlord is
obligated to perform in the Premises pursuant to the Work Letter
Agreement attached hereto as Exhibit "C".

6. "Notice Addresses" shall mean the following addresses for
Tenant and Landlord, respectively:

Tenant:

Effective as of the date of this Lease, notices shall be sent to
Tenant at the Premises.

Landlord:

ZML-Paces Limited Partnership
0000 Xxxxx Xxxxx Xxxx
Xxxxx 0-000, X.X.
Xxxxxxx, Xxxxxxx 00000

Attention: Building Manager

With a copy to:

Equity Office Properties, Inc.
Two Xxxxx Xxxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: General Counsel

Payments of Rent only shall be made payable
to the order of ZML-Paces Limited Partnership
at the following address:

Equity Office Properties, Inc.
0000 Xxxxx Xxxxx Xxxx, X.X.
Xxxxx 0-000
Xxxxxxx, Xxxxxxx 00000

7. "Permitted Use" shall mean: the operation of a full service
banking institution and the operation of an ATM machine.

8. "Premises" shall mean the area located on the first floor of the
Building and outlined on Exhibit A attached hereto and incorporated
herein and known as Suite #150.

9. "Prepaid Rental": INTENTIONALLY OMITTED.

10. "Rentable Area of the Premises" shall mean the area contained
within the demising walls of the Premises and any other area designated
for the exclusive use of Tenant, without deduction for any columns or
projections necessary to the Building, plus a proportionate share of any
Common Areas located on the floor(s) on which the Premises is located and
a proportionate share of the Building's public areas, management office,
engineer's office and "Mechanical Spaces" i.e. spaces housing service
areas, equipment and/or access corridors for HVAC and communications
facilities, plumbing, fire protection and elevators. The Rentable Area
of the Premises is deemed for all purposes under this Lease to be 5,266
square feet. The "Rentable Area of the Building" is deemed for all
purposes under this Lease to be 260,496 square feet. The square footage
amounts set forth for the Rentable Area of the Premises and the Rentable
Area of the Building constitute a material part of the economic basis of
this Lease and the execution thereof by Landlord and shall not be
adjusted without the written consent of Landlord.

11. "Security Deposit" INTENTIONALLY OMITTED.

12. "Tenant's Pro Rate Share" shall mean and two and two one
hundredths percent (2.02%), which is the sum derived by dividing the
Rentable Area of the Premises by The Rentable Area of the Building and
multiplying the result thereof by one hundred (100).

B. The following are additional definitions of some of the defined terms
used in the Lease.

1. "Basic Costs" shall mean all direct and indirect costs and
expenses incurred in connection with the Property as more fully defined
in Exhibit B-2.

2. "Building Standard" shall mean the type, grade, brand, quality
and/or quantity of materials Landlord designates from time to time to be
the minimum quality and/or quantity to be used in the Building.

3. "Business Day(s)" shall mean Mondays through Fridays exclusive
of the normal business holidays ("Holidays") of New Year's Day, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day, and
such other days as Landlord may designate.

4. "Common Areas" shall mean those areas provided for the common
use or benefit of all tenants generally and/or the public, such as
corridors, elevator foyers, common mail rooms, restrooms, vending areas,
and lobby areas (whether at ground level or otherwise), and other similar
facilities.

5. "Maximum Rate" shall mean the greatest per annum rate of interest
permitted from time to time under applicable federal and state law.

6. "Normal Business Hours" for the Building shall mean 8:00 a.m. to
6:00 p.m. Mondays through Fridays, and 8:00 a.m. to 1:00 p.m. on
Saturdays, exclusive of Holidays, and such other hours as Landlord may
designate from time to time.

7. "Prime Rate" shall mean the per annum interest rate publicly
announced by The First National Bank of Chicago from time to time
(whether or not charged in each instance) as its prime or base rate.

8. "Property" shall mean the Building, the Building Garage, if any,
all other improvements serving the Building and the tenants thereof and
the parcel(s) of land on which they are located.

II. LEASE GRANT. Subject to and upon the terms herein set forth, Landlord
leases to Tenant and Tenant leases from Landlord the Premises.

III. POSSESSION.

A. Tenant is currently in possession of the Premises and hereby
represents, acknowledges and agrees that:

1. the Premises is in good order and satisfactory condition, with no
representation or warranty by Landlord as to the condition or suitability
of the Premises or of the Building for Tenant's use thereof; and

2. Landlord has no obligation to clean, decorate, alter, remodel,
improve or repair the Premises or the Building unless said obligation is
specifically set forth in this Lease.

IV. USE. The Premises shall be used for the Permitted Use and for no
other purpose. Tenant agrees not to use or permit the use of the Premises for
any purpose which is illegal, dangerous to life, limb or property or which, in
Landlord's opinion, creates a nuisance or which would increase the cost of
insurance coverage with respect to the Building. Tenant shall conduct its
business and control its agents, servants, contractors, employees, customers,
licensees, and invitees in such a manner as not to interfere with, annoy or
disturb other tenants, or in any way interfere with Landlord in the management
and operation of the Building. Tenant will maintain the Premises in a clean
and healthful condition, and comply with all laws, ordinances, orders, rules
and regulations of any governmental entity with reference to the operation of
Tenant's business and to the use, condition, configuration or occupancy of the
Premises, including without limitation, the Americans with Disabilities Act.
Tenant will comply with the rules and regulations of the Building adopted and
altered by Landlord from time to time and will cause all of its agents,
servants, contractors, employees, customers, licensees and invitees to do so.
All changes to such rules and regulations will be sent by Landlord to Tenant in
writing. A copy of the existing rules and regulations is attached hereto as
Exhibit D and made a part hereof. Tenant agrees not to commit or allow any
waste to be committed on any portion of the Premises, and at the termination of
this Lease to deliver up the Premises to Landlord in accordance with Article
XXXV hereof.

V. RENT.

A. Tenant covenants and agrees to pay to Landlord during the Lease Term,
without any setoff or deduction whatsoever, the full amount of all Base Rental
payments, and any adjustments thereof, due in accordance with the rental
schedule set forth in Exhibit B-1 hereof (the "Base Rental"), the full amount
of all payments of Additional Base Rental due in accordance with Exhibit B-2
hereof and the full amount of all parking charges, if any, due in accordance
with this Lease (the "Additional Base Rental") and all such other sums of money
as shall become due under this Lease (including, without limitation, any
charges for replacement of electric lamps and ballasts that are above Building
Standard and any other services, goods or materials furnished by Landlord at
Tenant's request), all of which hereinafter may be collectively called "Rent."
Except as otherwise provided herein, the Base Rental and Additional Base Rental
for each calendar year or portion thereof during the Lease Term, shall be due
and payable in advance in equal monthly installments on the first day of each
calendar month during the Lease Term and any extensions or renewals hereof, and
Tenant hereby agrees to pay such Base Rental and Additional Base Rental to
Landlord without demand. If the Lease Term commences on a day other than the
first day of a month or terminates on a day other than the last day of a month,
then the installments of Base Rental and Additional Base Rental for such month
or months shall be prorated, based on the number of days in such month. All
such payments shall be by a good and sufficient check. No payment by Tenant or
receipt or acceptance by Landlord of a lesser amount than the correct amount of
Rent due under this Lease shall be deemed to be other than a payment on account
of the earliest Rent due hereunder, nor shall any endorsement or statement on
any check or any letter accompanying any check or payment be deemed an accord
and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance or pursue any other
available remedy. The acceptance by Landlord of any Rent on a date after the
due date of such payment shall not be construed to be a waiver of Landlord's
right to declare a default for any other late payment. Tenant's covenant to
pay Rent shall be independent of every other covenant set forth in this Lease.

B. All Rent not paid when due and payable shall bear interest from the
date due until paid (provided Tenant shall be entitled to a grace period of
five (5) days with respect to the first late payment in any calendar year) at
the lesser of: 1. eighteen percent (18%) per annum; or 2. the Maximum Rate.
In addition, if Tenant falls to pay any installment of Base Rental, Additional
Base Rental or any other item of Rent when due and payable hereunder, a service
fee equal to five percent (5%) of such unpaid amount will be due and payable
immediately by Tenant to Landlord.

VI. SECURITY DEPOSIT. INTENTIONALLY OMITTED.

VII. SERVICES TO BE FURNISHED BY LANDLORD.

A. Subject to the provisions of Article XI below, Landlord, as part of
Basic Costs, agrees to furnish Tenant the following services:

1. Cold water at those points of supply provided for general use of
tenants in the Building, central heat and air conditioning in season, at
such temperatures and in such amounts as are considered by Landlord to be
standard for buildings of similar class, size, age and location, or as
required by governmental authority; provided, however, heating and air
conditioning service at times other than for Normal Business Hours for the
Building shall be furnished only upon the written request of Tenant
delivered to Landlord at the office of the Building prior to 3:00 p.m. at
least one Business Day in advance of the date for which such usage is
requested. Tenant shall pay Landlord, upon demand as additional rent, the
entire cost of additional service as such costs are determined by Landlord
from time to time. As of the date hereof, Landlord's charge for after
hours heating and air conditioning service is $40.00 per hour. The
minimum period of time for which Tenant may request additional service is
two (2) hours.

2. Routine maintenance and electric lighting service for all Common
Areas of the Building in the manner and to the extent deemed by Landlord
to be standard for buildings of similar class, size, age and location.

3. Janitor service on Business Days; provided, however, if Tenant's
use, floor covering or other improvements require special services, Tenant
shall, at Landlord's option, either (I) retain its own contractors (which
contractor shall be subject to Landlord's reasonable approval) to do such
work or, (ii) pay the additional cost reasonably attributable thereto as
additional Rent upon presentation of statements therefor by Landlord.

4. Elevator service in common with other tenants of the Building for
ingress and egress to and from the floor of the Premises during Normal
Business Hours.

B. Except as otherwise expressly provided herein, the failure by Landlord
to any extent to furnish, or the interruption or termination of these services
in whole or in part, resulting from adherence to laws, regulations and
administrative orders, wear, use, repairs, improvements, alterations, Force
Majeure (as hereinafter defined) or any causes beyond the reasonable control of
Landlord shall not render Landlord liable in any respect nor be construed as an
eviction of Tenant, nor give rise to an abatement of Rent, nor relieve Tenant
from the obligation to fulfill any covenant or agreement hereof. Should any of
the equipment or machinery used in the provision of such services for any cause
cease to function properly, Landlord shall use reasonable diligence to repair
such equipment or machinery, but except as otherwise expressly provided herein,
Tenant shall have no claim for offset or abatement of Rent or damages on
account of an interruption in service or resulting therefrom. Landlord's
entire obligation with respect to the repair and maintenance of the Premises
are set forth above.

C. Tenant expressly acknowledges that if Landlord, from time to time,
elects to provide or make available security services, Landlord shall not be
deemed to have warranted the efficiency of such security personnel, service,
procedures or equipment, including without limitation, the security monitoring
system referred to in Section 3 of Exhibit E and Landlord shall not be liable
in any manner for the failure. of any such security personnel, services,
procedures or equipment to prevent or control, or apprehend any one suspected
of personal injury or property damage in, on or around the Property.

VIII. LEASEHOLD IMPROVEMENTS.

A. Except as otherwise specifically provided elsewhere in this Lease or
in the Work Letter Agreement, if any, attached hereto as Exhibit C and
incorporated herein, all installations and improvements now or hereafter placed
on or in the Premises shall be for Tenant's account and at Tenant's cost, which
cost shall be payable by Tenant to Landlord upon demand as additional Rent.

B. Except for any items set forth on Exhibit G hereto, any and all
alterations, additions and improvements to the Premises, all attached
furniture, equipment and non-trade fixtures (collectively, "Leasehold
Improvements") shall be owned and insured by Landlord and shall remain upon the
Premises, all without compensation, allowance or credit to Tenant. The items
set forth on Exhibit G hereto and any unattached and movable equipment or
furniture, trade fixtures or other personalty of Tenant ("Tenant's Property")
shall be owned and insured by Tenant. Landlord may, nonetheless, require
Tenant to remove any Leasehold Improvements performed by or for the benefit of
Tenant and all electronic, phone and data cabling as are designated by Landlord
(the "Required Removables") at Tenant's sole cost. In the event that Landlord
so elects, Tenant shall remove such Required Removables on or before the
expiration or earlier termination of this Lease and repair any damage caused by
such removal. If Tenant, on or before ten (10) days after the expiration or
earlier termination of the Lease or Tenant's right to possession, fails to
remove any Required Removables specified by Landlord or fails to

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remove any of Tenant's Property, Landlord may remove, store or dispose of the
Required Removables and Tenant's Property at Tenant's cost and repair any
damage caused by such removal and Tenant shall pay Landlord as additional Rent
hereunder, on demand, all such costs.

C. Landlord acknowledges that Tenant is required to install an ATM
machine in the Premises or Building in connection with the operation of its
business. Landlord and Tenant agree to work together in good faith to
determine a location within the Premises or Building that is mutually
acceptable to Landlord and Tenant, taking into account any relevant
considerations such as traffic flow, aesthetics and ease of installation and
maintenance. In the event Landlord and Tenant are unable to agree upon a
location, the reasonable determination of Landlord shall prevail. Tenant
acknowledges that such ATM machine shall be considered to be Tenant's Property
and shall be removed by Tenant in accordance with Section VIII.B. above upon
the expiration or earlier termination of this Lease or Tenant's right to
possession.

IX. GRAPHICS. Landlord shall provide and install, at Tenant's cost, all
letters or numerals on the exterior of the Premises; all such letters and
numerals shall be in the standard graphics for the Building and no others shall
be used or permitted on the Premises without Landlord's prior written consent.

X. REPAIRS AND ALTERATIONS BY TENANT.

A. Tenant shall, at Tenant's own cost and expense, keep the Premises in
good condition and repair. Such repairs shall restore the Premises to as good
a condition as it was in prior to such damage and shall be effected in
compliance with the reasonable directions of Landlord. If Tenant falls to
make such repairs to the Premises promptly, Landlord may, at its option, make
such repairs, and Tenant shall pay the cost thereof to the Landlord on demand
as additional Rent.

B. Tenant shall not make or allow to be made any alterations, additions
or improvements to the Premises, nor install any vending machines, safes or
other heavy property or equipment within the Premises, nor place signs or
window coverings on the Premises which are visible from outside the Premises,
without first obtaining the written consent of Landlord in each such instance.
Prior to commencing any such work, Tenant must furnish Landlord with plans and
specifications; names and addresses of contractors; copies of contracts;
necessary permits; evidence of contractor's and subcontractor's insurance in
accordance with section XVI.B. hereof; and indemnification in form and amount
satisfactory to Landlord. All such improvements, alterations or additions
shall be installed in a good workmanlike manner using new materials. Upon
completion, Tenant shall furnish "as-built" plans, contractor's affidavits and
full and final waivers of lien and receipted bills covering all labor and
materials. All improvements, alterations and additions shall comply with all
insurance requirements, codes, ordinances, laws and regulations, including
without limitation, the Americans with Disabilities Act. Tenant shall
reimburse Landlord upon demand as additional Rent for all sums expended by
Landlord for examination of the architectural, mechanical, electric and
plumbing plans for any alterations, additions or improvements and for the costs
of repairing any damage done to the Building caused by Tenant or Tenant's
agents, servants, employees, customers, licensees, or invitees. For
improvements other than the Initial Improvements, if Landlord so requests,
Tenant may permit Landlord to supervise construction operations, but no such
supervision shall impose any liability upon Landlord. In the event Landlord
supervises such construction, Landlord shall be entitled to a supervisory fee
in the amount of fifteen percent (15%) of the cost of such construction.
Landlord's approval of Tenant's plans and specifications or supervision of any
work performed for or on behalf of Tenant shall not be deemed to be a
representation by Landlord that such plans and specifications comply with
applicable insurance requirements, building codes, ordinances, laws or
regulations.

XI. USE OF ELECTRICAL AND HVAC SERVICES BY TENANT.

A. All electricity used by Tenant in the Premises shall, at Landlord's
option, be paid for by Tenant either (1) through inclusion in Base Rental or
Basic Costs, or (2) by a separate charge billed directly to Tenant by Landlord
and payable by Tenant as additional Rent, or (3) by a separate charge billed by
the utility company supplying electricity and payable by Tenant directly to
such utility company. Tenant's use of electrical and heating, ventilating and
air conditioning ("HVAC") services furnished by Landlord shall not exceed,
either in voltage, rated capacity, use or overall load, that which Landlord
deems to be standard for the Building. Landlord acknowledges, that as of the
date of this Lease, (i) Tenant's use of electricity services does not exceed
the standard for electrical usage for the Building and (ii) no additional Base
Rental as due and owing as a result of said usage. In the event Tenant shall
request that it be allowed to consume electrical or HVAC services in excess of
that deemed by Landlord to be

standard for the Building, Landlord may refuse to consent to such usage or may
consent upon such conditions as Landlord elects (including the installation of
utility service upgrades, submeters, air handlers or cooling units), and all
such additional usage (to the extent permitted by law), installation and
maintenance thereof shall be paid for by Tenant as additional Rent. Landlord
shall have the right to separately meter electrical usage for the Premises at
any time during the Lease Term or to use any other method of measuring
electrical usage that Landlord, in its reasonable judgment, deems to be
appropriate.

B. If Landlord generates or distributes electric current for the
Building, Tenant shall obtain all current from Landlord and pay as additional
Rent Landlord's charges therefor, provided, however, that if the cost of
providing electricity IS not included in Base Rental or Basic Costs, the
charges to Tenant shall not exceed the rate that would be charged Tenant if
billed directly by the local utility for the same services. Landlord may cease
to furnish electricity upon 30 days prior written notice, provided within the
30 days Landlord connects with another source of electric supply.

XII. ENTRY BY LANDLORD. Landlord and its agents or representatives shall
have the right to enter the Premises to inspect the same, or to show the
Premises to prospective purchasers, mortgagees, tenants or insurers, or to
clean or make repairs, alterations or additions thereto, including any work
that Landlord deems necessary for the safety, protection or preservation of the
Building or any occupants thereof, or to facilitate repairs, alterations or
additions to the Building or any other tenants premises. If reasonably
necessary for the protection and safety of Tenant and its employees, Landlord
shall have the right to temporarily close the Premises to perform repairs,
alterations or additions in the Premises, provided that such closure does not
violate federal law and provided that Landlord shall use reasonable efforts to
perform all such work on weekends and after Normal Business Hours. Entry by
Landlord hereunder shall not constitute a constructive eviction or entitle
Tenant to any abatement or reduction of Rent by reason thereof.

XIII. ASSIGNMENT AND SUBLETTING.

A. Tenant shall not assign, sublease, transfer or encumber this Lease or
any interest therein or grant any license, concession or other right of
occupancy of the Premises or any portion thereof or otherwise permit the use of
the Premises or any portion thereof by any party other than Tenant (any of
which events is hereinafter called a "Transfer") without the prior written
consent of Landlord, which consent shall not be unreasonably withheld with
respect to any proposed assignment or subletting. Landlord's consent shall not
be considered unreasonably withheld if: 1. the proposed transferee's financial
responsibility does not meet the same criteria Landlord uses to select Building
tenants; 2. the proposed transferee's business is not suitable for the Building
considering the business of the other tenants and the Building's prestige or
would result in a violation of an exclusive right granted to another tenant in
the Building; 3. the proposed use is different than the Permitted Use; 4. the
proposed transferee is a government agency or occupant of the Building; or 5.
Tenant is in default. Tenant acknowledges that the foregoing is not intended
to be an exclusive list of the reasons for which Landlord may reasonably
withhold its consent to a proposed Transfer. Any attempted Transfer in
violation of the terms of this Article shall, at Landlord's option, be void.
Consent by Landlord to one or more Transfers shall not operate as a waiver of
Landlord's rights as to any subsequent Transfers. In addition, Tenant shall
not, without Landlord's consent, publicly offer or advertise the Lease for
Transfer in any media. In the event Tenant or anyone acting on behalf of
Tenant or with Tenant's knowledge violates the provisions of the foregoing
sentence, Landlord, in addition to its other remedies, shall be entitled to
seek injunctive relief preventing such action, and Tenant shall be responsible
for all costs incurred by Landlord in connection therewith.

B. If Tenant requests Landlord's consent to a Transfer, Tenant shall
notify Landlord in writing at least 45 days prior to the effective date of the
proposed Transfer of the name of the proposed transferee and the nature of the
business of the proposed transferee, the term, use, rental rate and all other
material terms and conditions of the proposed Transfer, including, without
limitation, evidence satisfactory to Landlord that the proposed transferee is
financially responsible. Notwithstanding the provisions of Section XIII.A.
above, Landlord may, during said 45-day period, 1. consent to or refuse to
consent to such Transfer in writing; or 2. negotiate directly with the proposed
transferee and (in the event Landlord is able to reach agreement with such
proposed transferee) upon execution of a lease with such transferee, terminate
this Lease (in part or in whole, as appropriate) upon thirty (30) days' notice;
or 3. cancel and terminate this Lease, in whole or in part as appropriate, upon
30 days notice. In the event Landlord consents to any such Transfer, the
Transfer shall be in a form approved by Landlord, and Tenant shall bear all
costs and expenses incurred by Landlord in connection with the review and
approval of such documentation, which costs and expenses shall be deemed to be
at least Seven Hundred Fifty Dollars ($750.00).

Notwithstanding anything to the contrary contained herein or in Section
XIII.D., Tenant may assign its entire interest under this Lease or sublet the
Premises to a wholly owned corporation or controlled subsidiary or parent of
Tenant or to any successor to Tenant by purchase, merger, consolidation or
reorganization (hereinafter collectively referred to as "Corporate Transfer")
without the consent of Landlord, provided: (i) Tenant is not in default under
this Lease; (ii) if such proposed transferee is a successor to Tenant by
purchase, said proposed transferee shall acquire all or substantially all of
the stock or assets of Tenant's business or, if such proposed transferee is a
successor to Tenant by merger, consolidation or reorganization, the continuing
or surviving corporation shall own all or substantially all of the assets of
Tenant; (iii) such proposed transferee shall have a net worth which is at least
equal to the greater of Tenant's net worth at the date of this Lease or
Tenant's net worth at the date of the Transfer; (iv) such proposed transferee
operates the business in the Premises for the Permitted Use and no other
purpose; and (v) in no event shall any Transfer release or relieve Tenant from
any of its obligations under this Lease. Tenant shall give Landlord written
notice at least thirty (30) days prior to the effective date of such Corporate
Transfer. As used herein, the terms "controlled" or "subsidiary" shall mean a
corporate entity wholly owned by Tenant or at least fifty-one percent (51%) of
whose voting stock is owned by Tenant.

C. All cash or other proceeds (the "Transfer Consideration") of any
Transfer of Tenant's interest in this Lease and/or the Premises, whether
consented to by Landlord or not, shall be paid to Landlord and Tenant hereby
assigns all rights it might have or ever acquire in any such proceeds to
Landlord. In addition to the Rent hereunder, Tenant hereby covenants and
agrees to pay to Landlord all rent and other consideration which it receives
which is in excess of the Rent payable hereunder within ten (10) days following
receipt thereof by Tenant. In addition to any other rights Landlord may have,
Landlord shall have the right to contact any transferee and require that all
payments made pursuant to the Transfer shall be made directly to Landlord.

D. If Tenant is a corporation and if at any time during the Lease Term
the person or persons who own the voting shares at the time of the execution of
this Lease cease for any reason, including but not limited to merger,
consolidation or other reorganization involving another corporation, to own a
majority of such shares, or if Tenant is a partnership and if at any time
during the Lease Term the general partner or partners who own the general
partnership interests in the partnership at the time of the execution of this
Lease, cease for any reason to own a majority of such interests (except as the
result of transfers by gift, bequest or inheritance to or for the benefit of
members of the immediate family of such original shareholder(s) or partner(s)),
such an event shall be deemed to be a Transfer. The preceding sentence shall
not apply whenever Tenant is a corporation the outstanding stock of which is
listed on a recognized security exchange, or if at least eighty per cent (80%)
of its voting stock is owned by another corporation, the voting stock of which
is so listed.

E. Any Transfer consented to by Landlord in accordance with this Article
XIII shall be only for the Permitted Use and for no other purpose, and in no
event shall any Transfer release or relieve Tenant or any Guarantors from any
obligations under this Lease.

XIV. LIENS. Tenant will not permit any mechanic's liens or other liens to
be placed upon the Premises or Tenant's leasehold interest therein, the
Building, or the real estate associated therewith. Landlord's title to the
Building and Property is and always shall be paramount to the interest of
Tenant, and nothing herein contained shall empower Tenant to do any act that
can, shall or may encumber Landlord's title. In the event any such lien does
attach, Tenant shall, within 5 days of notice of the filing of said lien,
either discharge or bond over such lien to the satisfaction of Landlord and
Landlord's Mortgagee (as hereinafter defined), and in such a manner as to stay
the enforcement or foreclosure of such lien. If Tenant shall fail to so
discharge or bond over such lien, then, in addition to any other right or
remedy of Landlord, Landlord may, but shall not be obligated to, discharge the
same. Any amount paid by Landlord for any of the aforesaid purposes, including
reasonable attorneys fees (if and to the extent permitted by law) shall be paid
by Tenant to Landlord on demand as additional Rent.

XV. INDEMNITY AND WAIVER OF CLAIMS.

A. Tenant shall indemnify, defend and hold Landlord, its principals,
beneficiaries, partners, officers, directors, agents, employees and any
Mortgagee(s) (collectively the "Landlord Related Parties") harmless against and
from all liabilities, obligations, damages, penalties, claims, costs, charges
and expenses, including, without limitation, reasonable architects' and
attorneys' fees (if and to the extent permitted by law), which may be imposed
upon, incurred by, or asserted against Landlord or any of the Landlord Related
Parties and arising, directly or indirectly, out of or in connection with the
use, occupancy or maintenance of the Premises by, through or under Tenant, and
(without limiting the generality of the foregoing) any of the following: 1.
any work or thing done in, on or about the Premises or any part thereof by
Tenant

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or any of its transferees, agents, servants, contractors, employees, customers,
licensees or invitees; 2. any use, non-use, possession, occupation, condition,
operation or maintenance of the Premises or any part thereof; 3. any act or
omission of Tenant or any of its transferees, agents, servants, contractors,
employees, customers, licensees or invitees, regardless of whether such act or
omission occurred within the Premises; 4. any injury or damage to any person or
property occurring in, on or about the Premises or any part thereof; or 5. any
failure on the part of Tenant to perform or comply with any of the covenants,
agreements, terms or conditions contained in this Lease with which Tenant must
comply or perform. In case any action or proceeding is brought against
Landlord or any of the Landlord Related Parties by reason of any of the
foregoing, Tenant shall, at Tenant's sole cost and expense, resist and defend
such action or proceeding with counsel approved by Landlord or, at Landlord's
option, reimburse Landlord for the cost of any counsel retained directly by
Landlord to defend and resist such action or proceeding.

B. Landlord and the Landlord Related Parties shall not be liable for, and
Tenant waives, all claims for loss or damage to Tenant's business or damage to
person or property sustained by Tenant or any person claiming by, through or
under Tenant (including Tenant's employees) resulting from any accident or
occurrence in, on or about the Premises, the Building or the Property,
including, without limitation, claims for loss, theft or damage resulting from:
1. the Premises, Building, or Property, or any equipment or appurtenances
becoming out of repair; 2. wind or weather; 3. any defect in or failure to
operate, for whatever reason, any sprinkler, heating or air-conditioning
equipment, electric wiring, gas, water or steam pipes; 4. broken glass; 5. the
backing up of any sewer pipe or downspout; 6. the bursting, leaking or running
of any tank, water closet, drain or other pipe; 7. the escape of steam or
water; 8. water, snow or ice being upon or coming through the roof, skylight,
stairs, doorways, windows, walks or any other place upon or near the Building;
9. the falling of any fixture, plaster, tile or other material; 10. any act,
omission or negligence of other tenants, licensees or any other persons or
occupants of the Building or of adjoining or contiguous buildings, of owners of
adjacent or contiguous property or the public, or by construction of any
private, public or quasi-public work; or 11. any other cause of any nature
except, as to items 1. - 9., where such loss or damage is due to Landlord's
willful failure to make repairs required to be made pursuant to other
provisions of this Lease, after the expiration of a reasonable time after
written notice to Landlord of the need for such repairs. To the maximum extent
permitted by law, Tenant agrees to use and occupy the Premises, and to use such
other portions of the Building as Tenant is herein given the right to use, at
Tenant's own risk.

C. Except for losses, liabilities, obligations, damages, penalties,
claims, costs, charges and expenses resulting from the negligence of Tenant
and/or its agents, employees or contractors, and subject to the provisions of
Article XVII hereof, Landlord shall indemnify, defend and hold Tenant, its
principals, agents and employees (collectively the "Tenant Related Parties")
harmless from and against all liabilities, obligations, damages (other than
consequential damages), penalties, claims, costs, charges and expenses,
including, without limitation, reasonable attorneys' fees, which may be imposed
upon, incurred by, or asserted against Tenant or any of the Tenant Related
Parties and arising, directly or indirectly, out of or in connection with any
of the following: (i) any work or thing done in, on or about the Common Areas or
any part thereof by Landlord or any of its agents, contractors or employees;
(ii) any use, non-use, possession, occupation, condition, operation,
maintenance or management of the Common Areas or any part thereof by Landlord
or any of its agents, contractors or employees (iii) any act or omission of
Landlord or any of its agents, contractors or employees; and (iv) any injury or
damage to any person or property occurring in, on or about the Common Areas or
any part thereof; provided, however, that in each case such liability,
obligation, damage, penalty, claim, cost, charge or expense results from the
negligence of Landlord and/or its agents, employees or contractors.

XVI. TENANT'S INSURANCE.

A. At all times commencing on and after the earlier of the Commencement
Date and the date Tenant or its agents, employees or contractors enters the
Premises for any purpose, Tenant shall carry and maintain, at its sole cost and
expense:

1. Commercial General Liability Insurance with a Broad Form General
Liability Endorsement applicable to the Premises and its appurtenances
providing, on an occurrence basis, a minimum combined single limit of One
Million Dollars ($1,000,000).

2. All Risks of Physical Loss Insurance written at replacement cost
value and with a replacement cost endorsement covering all of Tenant's
Property in the Premises.

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3. Workers Compensation Insurance as required by the state in
which the Premises is located and in amounts as may be required by
applicable statute, and Employers Liability Coverage of One Hundred
Thousand (1 00,000.00) per occurrence.

4. Whenever good business practice, in Landlord's reasonable
judgment, indicates the need of additional insurance coverage or
different types of insurance in connection with the Premises or
Tenant's use and occupancy thereof, Tenant shall, upon request,
obtain such insurance at Tenant's expense and provide Landlord with
evidence thereof.

B. Except for items for which Landlord is responsible under the Work
Letter Agreement, before any repairs, alterations, additions, improvements, or
construction are undertaken by or on behalf of Tenant, Tenant shall carry and
maintain, at its expense, or Tenant shall require any contractor performing
work on the Premises to carry and maintain, at no expense to Landlord, in
addition to worker's compensation insurance as required by the jurisdiction in
which the Building is located, All Risk Builder's Risk Insurance in the amount
of the replacement cost of any alterations, additions or improvements (or such
other amount reasonably required by Landlord) and Commercial General Liability
Insurance (including, without limitation, Contractor's Liability coverage,
Contractual Liability coverage, Completed Operations coverage, a Broad Form
Property Damage coverage and Contractor's Protective liability) written on an
occurrence basis with a minimum combined single limit of One Million Dollars
($1,000,000); such limit may be accomplished by means of an umbrella policy.

C. Any company writing any insurance which Tenant is required to maintain
or cause to be maintained pursuant to the terms of this Lease (all such
insurance as well as any other insurance pertaining to the Premises or the
operation of Tenant's business therein being referred to as "Tenant's
Insurance"), as well as the form of such insurance, shall at all times be
subject to Landlord's reasonable approval, and each such insurance company
shall have an A.M. Best rating of "A7" or better and shall be licensed and
qualified to do business in the state in which the Premises are located. All
policies evidencing Tenant's Insurance (except for Workers Compensation) shall
specify Tenant and the "owner[s] of the Building and its (or their) respective
principals, beneficiaries, partners, officers, directors, employees, agents and
mortgagee[s]" (and any other designees of Landlord as the interest of such
designees shall appear) as additional insureds. Provided that the coverage
afforded Landlord and any designees of Landlord shall not be reduced or
otherwise adversely affected, all of Tenant's Insurance may be carried under a
blanket policy covering the Premises and any other of Tenant's locations. All
policies of Tenant's Insurance shall contain endorsements that the insurer(s)
will give to Landlord and its designees at least thirty (30) days' advance
written notice of any change, cancellation, termination or lapse of said
insurance. Tenant shall be solely responsible for payment of premiums for all
of Tenant's Insurance. Tenant shall deliver to Landlord at least fifteen (15)
days prior to the time Tenant's Insurance is first required to be carried by
Tenant, and upon renewals at least fifteen (15) days prior to the expiration of
any such insurance coverage, a certificate of insurance of all policies
procured by Tenant in compliance with its obligations under this Lease. The
limits of Tenant's Insurance shall in no event limit Tenant's liability under
this Lease.

D. Tenant shall not do or fail to do anything in, upon or about the
Premises which will: 1. violate the terms of any of Landlord's insurance
policies; 2. prevent Landlord from obtaining policies of insurance acceptable
to Landlord or any Mortgagees; or 3. result in an increase in the rate of any
insurance on the Premises, the Building, any other property of Landlord or of
others within the Building. In the event of the occurrence of any of the
events set forth in this Section, Tenant shall pay Landlord upon demand, as
additional Rent, the cost of the amount of any increase in any such insurance
premium. If Tenant fails to obtain the insurance coverage required by this
Lease, Landlord may, at its option, obtain such insurance for Tenant, and
Tenant shall pay, as additional Rent, the cost of all premiums thereon and all
of Landlord's costs associated therewith.

XVII. SUBROGATION. Notwithstanding anything set forth in this Lease to
the contrary, Landlord and Tenant do hereby waive any and all right of
recovery, claim, action or cause of action against the other, their respective
principals, beneficiaries, partners, officers, directors, agents, and
employees, and, with respect to Landlord, its Mortgagee[s], for any loss or
damage that may occur to Landlord or Tenant or any party claiming by, through
or under Landlord or Tenant, as the case may be, with respect to their
respective property, the Building, the Property or the Premises or any addition
or improvements thereto, or any contents therein, by reason of fire, the
elements or any other cause, regardless of cause or origin, including the
negligence of Landlord or Tenant, or their respective principals,
beneficiaries, partners, officers, directors, agents and employees and, with
respect to Landlord, its Mortgagee[s], which loss or damage is (or would have
been, had the insurance required by this Lease been carried) covered by
insurance. Since this mutual waiver will preclude the assignment of any such
claim by

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subrogation (or otherwise) to an insurance company (or any other person),
Landlord and Tenant each agree to give each insurance company which has issued,
or in the future may issue, its policies of fire, extended coverage or material
damage insurance, written notice of the terms of this mutual waiver, and to
have such insurance policies properly endorsed, if necessary, to prevent the
invalidation of any of the coverage provided by such insurance policies by
reason of such mutual waiver. For the purpose of the foregoing waiver, the
amount of any deductible applicable to any loss or damage shall be deemed
covered by, and recoverable by the insured under the insurance policy to which
such deductible relates. In the event that Tenant is permitted to and
self-insures any risk which would have been covered by the insurance required
to be carried by Tenant pursuant to Article XVI of the Lease, or if Tenant
fails to carry any insurance required to be carried by Tenant pursuant to
Article XVI of this Lease, then all loss or damage to Tenant, its leasehold
interest, its business, its property, the Premises or any additions or
improvements thereto or contents thereof shall be deemed covered by and
recoverable by Tenant under valid and collectible policies of insurance.

XVIII. LANDLORD'S INSURANCE. Landlord shall maintain property insurance
on the Building in such amounts as Landlord reasonably elects. The cost of
such insurance shall be included as a part of the Basic Costs, and payments for
losses thereunder shall be made solely to Landlord or the Mortgagees of
Landlord as their interests shall appear.

XIX. CASUALTY DAMAGE. If the Premises or any part thereof shall be
damaged by fire or other casualty, Tenant shall give prompt written notice
thereof to Landlord. In case the Building shall be so damaged that substantial
alteration or reconstruction of the Building shall, in Landlord's sole opinion,
be required (whether or not the Premises shall have been damaged by such
casualty) or in the event the Premises have been damaged and there is less than
one (1) year of the Lease Term remaining on the date of such casualty or in the
event any Mortgagee should require that the insurance proceeds payable as a
result of a casualty be applied to the payment of the mortgage debt or in the
event of any material uninsured loss to the Building, Landlord may, at its
option, terminate this Lease by notifying Tenant in writing of such termination
within ninety (90) days after the date of such casualty. Such termination
shall be effective as of the date of fire or casualty, with respect to any
portion of the Premises that was rendered untenantable, and the date specified
in Landlord's notice, with respect to any portion of the Premises that remained
tenantable. In addition to Landlord's rights to terminate as provided herein,
Tenant shall have the right to terminate this Lease if (1) a substantial
portion of the Premises has been damaged by fire or other casualty; (2) there
is less than one (1) year of the Lease Term remaining on the date of such
casualty; (3) the casualty was not caused by the negligence or willful
misconduct of Tenant or its agents, employees or contractors, and (4) Tenant
provides Landlord with written notice of its intent to terminate within thirty
(30) days after the date of the fire or other casualty. If neither Landlord
nor Tenant elect to terminate this Lease, Landlord shall commence and proceed
with reasonable diligence to restore the Building (provided that Landlord shall
not be required to restore any unleased premises in the Building) and the
Leasehold Improvements (but excluding any improvements, alterations or
additions made by Tenant in violation of this Lease) located within the
Premises, if any, which Landlord has insured to substantially the same
condition they were in immediately prior to the happening of the casualty.
Notwithstanding the foregoing, Landlord's obligation to restore the Building,
and the Leasehold Improvements, if any, shall not require Landlord to expend
for such repair and restoration work more than the insurance proceeds actually
received by the Landlord as a result of the casualty. When repairs to the
Premises have been completed by Landlord, Tenant shall complete the restoration
or replacement of all Tenant's Property necessary to permit Tenant's
reoccupancy of the Premises, and Tenant shall present Landlord with evidence
satisfactory to Landlord of Tenant's ability to pay such costs prior to
Landlord's commencement of repair and restoration of the Premises. Landlord
shall not be liable for any inconvenience or annoyance to Tenant or injury to
the business of Tenant resulting in any way from such damage or the repair
thereof, except that, subject to the provisions of the next sentence, Landlord
shall allow Tenant a fair diminution of Rent on a per them basis during the
time and to the extent the Premises are untenantable. If the Premises or any
other portion of the Building is damaged by fire or other casualty resulting
from the fault or negligence of Tenant or any of Tenant's agents, employees, or
contractors, the Rent hereunder shall not be diminished during any period
during which the Premises, or any portion thereof, is untenantable, and Tenant
shall be liable to Landlord for the cost of the repair and restoration of the
Building caused thereby to the extent such cost and expense is not covered by
insurance proceeds. Landlord and Tenant hereby waive the provisions of any law
from time to time in effect during the Lease Term relating to the effect upon
leases of partial or total destruction of leased property. Landlord and Tenant
agree that their respective rights in the event of any damage to or destruction
of the Premises shall be those specifically set forth herein.

XX. DEMOLITION. INTENTIONALLY OMITTED.

XXI. CONDEMNATION. If 1. the whole or any substantial part of the
Premises or 2. any portion of the Building or Property which would leave the
remainder of the Building unsuitable for use as an office building comparable
to its use on the Commencement Date, shall be taken or condemned for any public
or quasi-public use under governmental law, ordinance or regulation, or by
right of eminent domain, or by private purchase in lieu thereof, then Landlord
may, at its option, terminate this Lease effective as of the date the physical
taking of said Premises or said portion of the Building or Property shall
occur. In the event this Lease is not terminated, the Rentable Area of the
Building, the Rentable Area of the Premises and Tenant's Pro Rate Share shall
be appropriately adjusted. In addition, Rent for any portion of the Premises
so taken or condemned shall be abated during the unexpired term of this Lease
effective when the physical taking of said portion of the Premises shall occur.
All compensation awarded for any such taking or condemnation, or sale proceeds
in lieu thereof, shall be the property of Landlord, and Tenant shall have no
claim thereto, the same being hereby expressly waived by Tenant, except for any
portions of such award or proceeds which are specifically allocated by the
condemning or purchasing party for the taking of or damage to trade fixtures of
Tenant, which Tenant specifically reserves to itself provided, however, Tenant
may file a claim at its sole cost and expense and receive an award for the
Tenant's Property and Tenant's reasonable relocation expenses, provided the
filing of such claim does not adversely affect or diminish the award which
would otherwise have been received by Landlord had Tenant not filed such a
claim and received such award.

XXII. EVENTS OF DEFAULT. The following events shall be deemed to be
events of default under this Lease:

A. Tenant shall fall to pay when due any Base Rental,
Additional Base Rental or other Rent under this Lease and such failure
shall continue for five (5) days after delivery of notice to Tenant
(hereinafter sometimes referred to as a "Monetary Default").

B. Any failure by Tenant (other than a Monetary Default) to
comply with any term, provision or covenant of this Lease, which
failure is not cured within ten (10) days after delivery to Tenant of
notice of the occurrence of such failure, provided that if any such
failure creates a hazardous condition, such failure must be cured
immediately.

C. Tenant or any Guarantor shall become insolvent, or shall
make a transfer in fraud of creditors, or shall commit an act of
bankruptcy or shall make an assignment for the benefit of creditors,
or Tenant or any Guarantor shall admit in writing its inability to pay
its debts as they become due.

D. Tenant or any Guarantor shall file a petition under any
section or chapter of the United States Bankruptcy Code, as amended,
pertaining to bankruptcy, or under any similar law or statute of the
United States or any State thereof, or Tenant or any Guarantor shall
be adjudged bankrupt or insolvent in proceedings filed against Tenant
or any Guarantor thereunder; or a petition or answer proposing the
adjudication of Tenant or any Guarantor as a debtor or its
reorganization under any present or future federal or state bankruptcy
or similar law shall be filed in any court and such petition or answer
shall not be discharged or denied within sixty (60) days after the
filing thereof.

E. A receiver or trustee shall be appointed for all or
substantially all of the assets of Tenant or any Guarantor or of the
Premises or of any of Tenant's property located thereon in any
proceeding brought by Tenant or any Guarantor, or any such receiver or
trustee shall be appointed in any proceeding brought against Tenant or
any Guarantor and shall not be discharged within sixty (60) days after
such appointment or Tenant or such Guarantor shall consent to or
acquiesce in such appointment.

F. The leasehold estate hereunder shall be taken on execution
or other process of law or equity in any action against Tenant.

G. Tenant shall abandon or vacate any substantial portion of
the Premises without the prior written permission of Landlord.

H. Tenant shall fail to take possession of and occupy the
Premises within thirty (30) days following the Commencement Date and
thereafter continuously conduct its operations in the Premises for the
Permitted Use as set forth in Paragraph IV hereof.

I. The liquidation, termination, dissolution, forfeiture of
right to do business or death of Tenant or any Guarantor.

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J. Tenant shall be in default beyond any notice and cure
period under any other lease with Landlord.

XXIII. REMEDIES.

A. Upon the occurrence of any event or events of default under this
Lease, whether enumerated in Article XXII or not, Landlord shall have the
option to pursue any one or more of the following remedies without any notice
(except as expressly prescribed herein) or demand whatsoever (and without
limiting the generality of the foregoing, Tenant hereby specifically waives
notice and demand for payment of Rent or other obligations due and waives any
and all other notices or demand requirements imposed by applicable law):

1. Terminate this Lease, in which event Tenant shall immediately
surrender the Premises to Landlord. If Tenant fails to surrender the
Premises upon termination of the Lease hereunder, Landlord may without
prejudice to any other remedy which it may have, enter upon and take
possession of the Premises and expel or remove Tenant and any other
person who may be occupying said Premises, or any part thereof, by force,
if necessary, without being liable for prosecution or any claim of
damages therefor, and Tenant hereby agrees to pay to Landlord on demand
the amount of all loss and damage which Landlord may suffer by reason of
such termination, whether through inability to relet the Premises on
satisfactory terms or otherwise, specifically including but not limited
to all Costs of Reletting (hereinafter defined) and any deficiency that
may arise by reason of any reletting or failure to relet.

2. Enter upon and take possession of the Premises and expel or
remove Tenant or any other person who may be occupying said Premises, or
any part thereof, by force, if necessary, without having any civil or
criminal liability therefor and without terminating this Lease. Landlord
may (but shall be under no obligation to) relet the Premises or any part
thereof for the account of Tenant, in the name of Tenant or Landlord or
otherwise, without notice to Tenant for such term or terms which may be
greater or less than the period which would otherwise have constituted
the balance of the Lease Term and on such conditions (which may include
concessions, free rent and alterations of the Premises) and for such uses
as Landlord in its absolute discretion may determine, and Landlord may
collect and receive any rents payable by reason of such reletting.
Tenant agrees to pay Landlord on demand all Costs of Reletting and any
deficiency that may arise by reason of such reletting or failure to
relet. Landlord shall not be responsible or liable for any failure to
relet the Premises or any part thereof or for any failure to collect any
Rent due upon any such reletting. No such re-entry or taking of
possession of the Premises by Landlord shall be construed as an election
on Landlord's part to terminate this Lease unless a written notice of
such termination is given to Tenant.

Landlord agrees to use reasonable efforts to mitigate damages,
provided that such reasonable efforts shall not require Landlord to relet
the Premises in preference to any other space in the Building or to relet
the Premises to any party that Landlord could reasonably reject as a
transferee pursuant to Article XIII hereof.

3. Enter upon the Premises by force if necessary without having any
civil or criminal liability therefor, and do whatever Tenant is
obligated to do under the terms of this Lease, and Tenant agrees to
reimburse Landlord on demand for any expense which Landlord may incur in
thus affecting compliance with Tenant's obligations under this Lease
together with interest at the lesser of a per annum rate equal to: a.
the Maximum Rate, or b. the Prime Rate plus five percent (5%), and
Tenant further agrees that Landlord shall not be liable for any damages
resulting to Tenant from such action, whether caused by the negligence
of Landlord or otherwise.

4. In order to regain possession of the Premises and to deny Tenant
access thereto in any instance in which Landlord has terminated this
Lease or Tenant's right to possession, or to limit access to the Premises
in accordance with local law in the event of a default by Tenant,
Landlord or its agent may, at the expense and liability of the Tenant,
alter or change any or all locks or other security devices controlling
access to the Premises without posting or giving notice of any kind to
Tenant. Landlord shall have no obligation to provide Tenant a key or
grant Tenant access to the Premises so long as Tenant is in default under
this Lease. Tenant shall not be entitled to recover possession of the
Premises, terminate this Lease, or recover any actual, incidental,
consequential, punitive, statutory or other damages or award of
attorneys' fees, by reason of Landlord's alteration or change of any lock
or other security device and the resulting exclusion from the Premises of
the Tenant or Tenant's agents, servants, employees, customers, licensees,
invitees or any other persons from the Premises. Landlord may, without
notice, remove and either dispose of or store, at

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Tenant's expense, any property belonging to Tenant that remains in the
Premises after Landlord has regained possession thereof.

5. Terminate this Lease, in which event, Tenant shall immediately
surrender the Premises to Landlord and pay to Landlord the sum of: a. all
Rent accrued hereunder through the date of termination, and, upon
Landlord's determination thereof, b. an amount equal to (i) the total
Rent that Tenant would have been required to pay for the remainder of the
Lease Term discounted to present value at the prime rate then in effect,
minus (ii) the then present fair rental value of the Premises for the
remainder of the Lease Term, similarly discounted, after deducting all
anticipated Costs of Reletting. Landlord's determination of such amount
shall be conclusive and binding on Tenant, and shall be deemed to have
been made in good faith, subject only to manifest error.

B. For purposes of this Lease, the term "Costs of Reletting" shall mean
all costs and expenses incurred by Landlord in connection with the reletting of
the Premises, including without limitation, Rent loss during the period the
Premises are vacant prior to reletting, the cost of cleaning, renovation,
repairs, decoration and alteration of the Premises for a new tenant or tenants,
advertisement, marketing, brokerage and legal fees (if and to the extent
permitted by law), the cost of protecting or caring for the Premises while
vacant, the cost of removing and storing any property located on the Premises,
any increase in insurance premiums caused by the vacancy of the Premises and
any other out-of-pocket expenses incurred by Landlord including tenant
inducements such as the cost of moving the new tenant or tenants and the cost
of assuming any portion of the existing lease(s) of the new tenant(s).

C. Except as otherwise herein provided, no repossession or re-entering on
the Premises or any part thereof pursuant to Article XXIII hereof or otherwise
shall relieve Tenant or any Guarantor of its liabilities and obligations
hereunder, all of which shall survive such repossession or re-entering.
Notwithstanding any such repossession or re-entering by reason of the
occurrence of an event of default, Tenant will pay to Landlord the Rent
required to be paid by Tenant pursuant to this Lease.

D. No right or remedy herein conferred upon or reserved to Landlord is
intended to be exclusive of any other right or remedy, and each and every right
and remedy shall be cumulative and in addition to any other right or remedy
given hereunder or now or hereafter existing by agreement, applicable law or in
equity. In addition to other remedies provided in this Lease, Landlord shall
be entitled, to the extent permitted by applicable law, to injunctive relief,
or to a decree compelling performance of any of the covenants, agreements,
conditions or provisions of this Lease, or to any other remedy allowed to
Landlord at law or in equity. Forbearance by Landlord to enforce one or more
of the remedies herein provided upon an event of default shall not be deemed or
construed to constitute a waiver of such default.

E. This Article XXIII shall be enforceable to the maximum extent such
enforcement is not prohibited by applicable law, and the unenforceability of
any portion thereof shall not thereby render unenforceable any other portion.

XXIV. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS LEASE, THE LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR
LANDLORD HEREUNDER) TO TENANT SHALL BE LIMITED TO THE INTEREST OF LANDLORD IN
THE BUILDING, AND TENANT AGREES TO LOOK SOLELY TO LANDLORD'S INTEREST IN THE
BUILDING FOR THE RECOVERY OF ANY JUDGMENT OR AWARD AGAINST THE LANDLORD, IT
BEING INTENDED THAT LANDLORD SHALL NOT BE PERSONALLY LIABLE FOR ANY JUDGMENT OR
DEFICIENCY. TENANT HEREBY COVENANTS THAT, PRIOR TO THE FILING OF ANY SUIT FOR
AN ALLEGED DEFAULT BY LANDLORD HEREUNDER, IT SHALL GIVE LANDLORD AND ALL
MORTGAGEES WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES OR DEED OF TRUST LIENS
ON THE PROPERTY, BUILDING OR PREMISES NOTICE AND REASONABLE TIME TO CURE SUCH
ALLEGED DEFAULT BY LANDLORD. IN ADDITION, TENANT ACKNOWLEDGES THAT EQUITY
OFFICE PROPERTIES, INC. IS ACTING SOLELY IN ITS CAPACITY AS AGENT FOR LANDLORD
AND SHALL NOT BE LIABLE FOR ANY OBLIGATIONS, LIABILITIES, LOSSES OR DAMAGES
ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, ALL OF WHICH ARE EXPRESSLY
WAIVED BY TENANT.

XXV. NO WAIVER. Failure of Landlord to declare any default immediately
upon its occurrence, or delay in taking any action in connection with an event
of default shall not constitute a waiver of such default, nor shall it
constitute an estoppel against Landlord, but Landlord shall have the right to
declare the default at any time and take such action as is lawful or authorized
under this Lease. Failure by Landlord to enforce its rights with respect to
any one default shall not constitute a waiver of its rights with respect to any
subsequent default. Receipt

99
17

by Landlord of Tenant's keys to the Premises shall not constitute an
acceptance or surrender of the Premises.

XXVI. EVENT OF BANKRUPTCY. In addition to, and in no way limiting the
other remedies set forth herein, Landlord and Tenant agree that if Tenant ever
becomes the subject of a voluntary or involuntary bankruptcy, reorganization,
composition, or other similar type proceeding under the federal bankruptcy
laws, as now enacted or hereinafter amended, then:

A. "Adequate protection" of Landlord's interest in the Premises pursuant
to the provisions of Section 361 and 363 (or their successor sections) of the
Bankruptcy Code, 11 U.S.C. Section 101 et seq., (such Bankruptcy Code as
amended from time to time being herein referred to as the "Bankruptcy Code"),
prior to assumption and/or assignment of the Lease by Tenant shall include, but
not be limited to all (or any part) of the following:

1. the continued payment by Tenant of the Base Rental and all other
Rent due and owing hereunder and the performance of all other covenants
and obligations hereunder by Tenant;

2. the hiring of security guards to protect the Premises if Tenant
abandons and/or ceases operations; such obligation of Tenant only to be
effective so long as Tenant remains in possession and control of the
Premises to the exclusion of Landlord;

3. the furnishing of an additional/new security deposit by Tenant
in the amount of three (3) times the then-current monthly Base Rental.

B. "Adequate assurance of future performance" by Tenant and/or any
assignee of Tenant pursuant to Bankruptcy Code Section 365 will include (but
not be limited to) payment of an additional/new Security Deposit in the amount
of three (3) times the then-current Base Rental payable hereunder.

C. Any person or entity to which this Lease is assigned pursuant to the
provisions of the Bankruptcy Code, shall be deemed without further act or deed
to have assumed all of the obligations of Tenant arising under this Lease on
and after the effective date of such assignment. Any such assignee shall, upon
demand by Landlord, execute and deliver to Landlord an instrument confirming
such assumption of liability.

D. Notwithstanding anything in this Lease to the contrary, all amounts
payable by Tenant to or on behalf of the Landlord under this Lease, whether or
not expressly denominated as "Rent", shall constitute "rent" for the purposes
of Section 502(b) (6) of the Bankruptcy Code.

E. If this Lease is assigned to any person or entity pursuant to the
provisions of the Bankruptcy Code, any and all monies or other considerations
payable or otherwise to be delivered to Landlord (including Base Rentals and
other Rent hereunder), shall be and remain the exclusive property of Landlord
and shall not constitute property of Tenant or of the bankruptcy estate of
Tenant. Any and all monies or other considerations constituting Landlord's
property under the preceding sentence not paid or delivered to Landlord shall
be held in trust by Tenant or Tenant's bankruptcy estate for the benefit of
Landlord and shall be promptly paid to or turned over to Landlord.

F. If Tenant assumes this Lease and proposes to assign the same pursuant
to the provisions of the Bankruptcy Code to any person or entity who shall have
made a bona fide offer to accept an assignment of this Lease on terms
acceptable to the Tenant, then notice of such proposed offer/assignment,
setting forth 1. the name and address of such person or entity, 2. all of the
terms and conditions of such offer, and 3. the adequate assurance to be
provided Landlord to assure such person's or entity's future performance under
the Lease, shall be given to Landlord by Tenant no later than twenty (20) days
after receipt by Tenant, but in any event no later than ten (10) days prior to
the date that Tenant shall make application to a court of competent
jurisdiction for authority and approval to enter into such assumption and
assignment, and Landlord shall thereupon have the prior right and option, to be
exercised by notice to Tenant given at any time prior to the effective date of
such proposed assignment, to accept an assignment of this Lease upon the same
terms and conditions and for the same consideration, if any, as the bona fide
offer made by such persons or entity, less any brokerage commission which may
be payable out of the consideration to be paid by such person for the
assignment of this Lease.

G. To the extent permitted by law, Landlord and Tenant agree that this
Lease is a contract under which applicable law excuses Landlord from accepting
performance from (or

100

rendering performance to) any person or entity other than Tenant within
(c) and 365(e) (2) of the Bankruptcy Code.

XXVII. QUIET ENJOYMENT. Tenant shall, and may peacefully have, hold, and
enjoy the Premises, subject to the other terms of this Lease (including,
without limitation, Article XXX hereof, provided that Tenant pays the Rent
herein recited to be paid by Tenant and performs all of Tenant's covenants and
agreements herein contained. This covenant and any and all other covenants of
Landlord shall be binding upon Landlord and its successors only during its or
their respective periods of ownership of the Landlord's interest hereunder.

XXVIII. RELOCATION. Landlord, at its expense, shall be entitled to cause
Tenant to relocate from the Premises to space containing approximately the same
Rentable Area as the Premises (the "Relocation Space") within the Building or
adjacent buildings within the same project at any time upon one hundred twenty
(120) days prior written notice to Tenant provided that the Relocation Space
shall be located on the first floor of such building. Such a relocation shall
not affect this Lease except that from and after the date of such relocation,
"Premises" shall refer to the Relocation Space into which Tenant has been
moved, rather than the original Premises as herein defined, and the Base Rental
shall be adjusted so that immediately following such relocation the Base Rental
for the Relocation Space per annum on a per square foot of Rentable Area basis
shall be the same as the Base Rental per annum immediately prior to such
relocation for the original Premises on a per square foot of Rentable Area
basis.

XXIX. HOLDING OVER. In the event of holding over by Tenant after
expiration or other termination of this Lease or in the event Tenant continues
to occupy the Premises after the termination of Tenant's right of possession
pursuant to Articles XXII and XXIII hereof, occupancy of the Premises
subsequent to such termination or expiration shall be that of a tenancy at
sufferance and in no event for month-to-month or year-to-year, but Tenant
shall, throughout the entire holdover period, pay rent (on a per month basis
without reduction for any partial months during any such holdover) equal to
twice the sum of the Base Rental and Additional Base Rental due for the period
immediately preceding such holding over, provided that in no event shall Base
Rental and Additional Base Rental during the holdover period be less than the
fair market rental for the Premises. No holding over by Tenant or payments of
money by Tenant to Landlord after the expiration of the term of this Lease
shall be construed to extend the Lease Term or prevent Landlord from recovery
of immediate possession of the Premises by summary proceedings or otherwise.
Tenant shall be liable to Landlord for all damage, including any consequential
damage, which Landlord may suffer by reason of any holding over by Tenant, and
Tenant shall indemnity Landlord against any and all claims made by any other
tenant or prospective tenant against Landlord for delay by Landlord in
delivering possession of the Premises to such other tenant or prospective
tenant.

XXX. SUBORDINATION TO MORTGAGES. Tenant accepts this Lease subject and
subordinate to any mortgage, deed of trust, ground lease or other lien
presently existing or hereafter arising upon the Premises, or upon the Building
and/or the Property and to any renewals, modifications, refinancings and
extensions thereof (any such mortgage, deed of trust, lease or other lien being
hereinafter referred to as a "Mortgage", and the person or entity having the
benefit of same being referred to hereinafter as a "Mortgagee"), but Tenant
agrees that any such Mortgagee shall have the right at any time to subordinate
such Mortgage to this Lease on such terms and subject to such conditions as
such Mortgagee may deem appropriate in its discretion. This clause shall be
self-operative and no further instrument of subordination shall be required.
However, Landlord is hereby irrevocably vested with full power and authority to
subordinate this Lease to any Mortgage, and Tenant agrees upon demand to
execute such further instruments subordinating this Lease, acknowledging the
subordination of this Lease or attorning to the holder of any such Mortgage as
Landlord may request. The terms of this Lease are subject to approval by the
Landlord's existing lender(s) and any lender(s) who, at the time of the
execution of this Lease, have committed or are considering committing to
Landlord to make a loan secured by all or any portion of the Property, and such
approval is a condition precedent to Landlord's obligations hereunder. In the
event that Tenant should fail to execute any subordination or other agreement
required by this Article promptly as requested, Tenant hereby irrevocably
constitutes Landlord as its attorney-in-fact to execute such instrument in
Tenant's name, place and stead, it being agreed that such power is one coupled
with an interest in Landlord and is accordingly irrevocable. If any person
shall succeed to all or part of Landlord's interests in the Premises whether by
purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination
of lease or otherwise, and if and as so requested or required by such
successor-in-interest, Tenant shall, without charge, attorn to such
successor-in-interest. Tenant agrees that it will from time to time upon
request by Landlord and, within live (5) days of the date of such request,
execute and deliver to such persons as Landlord shall request an estoppel
certificate or other similar statement in recordable form certifying that this
Lease is unmodified and in full force and effect (or if there have been
modifications, that the same is in

101

full force and effect as so modified), stating the dates to which Rent and
other charges payable under this Lease have been paid, stating that Landlord is
not in default hereunder (or if Tenant alleges a default stating the nature of
such alleged default) and further stating such other matters as Landlord shall
reasonably require.

Upon written request by Tenant, Landlord will use reasonable efforts to
obtain a nondisturbance, subordination and attornment agreement from Landlord's
then current mortgagee on such mortgagee's then current standard form of
agreement. "Reasonable efforts" of Landlord shall not require Landlord to
incur any cost, expense or liability to obtain such agreement, it being agreed
that Tenant shall be responsible for any fee or review costs charged by the
mortgagee. Upon request of Landlord, Tenant will execute the mortgagees form
of nondisturbance, subordination and attornment agreement and return the same
to Landlord for execution by the mortgagee. Landlord's failure to obtain a
non-disturbance, subordination and adornment agreement for Tenant shall have no
effect on the rights, obligations and liabilities of Landlord and Tenant or be
considered to be a default by Landlord hereunder.

XXXI. ATTORNEY'S FEES. In the event that Landlord should retain counsel
and/or institute any suit against Tenant for violation of or to enforce any of
the covenants or conditions of this Lease, or should Tenant institute any suit
against Landlord for violation of any of the covenants or conditions of this
Lease, or should either party intervene in any suit in which the other is a
party to enforce or protect its interest or rights hereunder, the prevailing
party in any such suit shall be entitled to all of its costs, reasonable
expenses and reasonable fees of its attorney(s) (if and to the extent permitted
by law) in connection therewith.

XXXII. NOTICE. Whenever any demand, request, approval, consent or notice
("Notice") shall or may be given to either of the parties by the other, each
such Notice shall be in writing and shall be sent by registered or certified
mail with return receipt requested, or sent by overnight courier service (such
as Federal Express) at the respective addresses of the parties for notices as
set forth in Section I.A.6. of this Lease, provided that if Tenant has vacated
the Premises or is in default of this Lease Landlord may serve Notice by any
manner permitted by Law. Any Notice under this Lease delivered by registered
or certified mail shall be deemed to have been given and effective on the
earlier of (a) the third day following the day on which the same shall have
been mailed with sufficient postage prepaid or (b) the delivery date indicated
on the return receipt. Notice sent by overnight courier service shall be
deemed given and effective upon the day after such notice is delivered to or
picked up by the overnight courier service. Either party may, at any time,
change its Notice Address by giving the other party Notice stating the change
and setting forth the new address.

XXXIII. LANDLORD'S LIEN. INTENTIONALLY OMITTED.

XXIV. EXCEPTED RIGHTS. This Lease does not grant any rights to light or
air over or about the Building. Landlord specifically excepts and reserves to
itself the use of any roofs, the exterior portions of the. Premises, all
rights to and the land and improvements below the improved floor level of the
Premises, the improvements and air rights above the Premises and the
improvements and air rights located outside the demising walls of the Premises,
and such areas within the Promises as are required for installation of utility
lines and other installations required to serve any occupants of the Building
and the right to maintain and repair the same, and no rights with respect
thereto are conferred upon Tenant unless otherwise specifically provided
herein. Landlord further reserves to itself the right from time to time: A. to
change the Building's name or street address; B. to install, fix and maintain
signs on the exterior and interior of the Building; C. to designate and approve
window coverings; D. to make any decorations, alterations, additions,
improvements to the Building, or any part thereof (including the Premises)
which Landlord shall desire, or deem necessary for the safety, protection,
preservation or improvement of the Building, or as Landlord may be required to
do by law; E. to have access to the Premises to perform its duties and
obligations and to exercise its rights under this Lease; F. to retain at all
times and to use pass-keys to all locks within and into the Premises; G. to
approve the weight, size, or location of heavy equipment, articles in and about
the Premises; H. to close or restrict access to the Building at all times other
than Normal Business Hours subject to Tenant's right to admittance at all times
under such regulations as Landlord may prescribe from time to time, or to close
(temporarily or permanently) any of the entrances to the Building; 1. to change
the arrangement and/or location of entrances of passageways, doors and
doorways, corridors, elevators, stairs, toilets and public parts of the
Building; and J. to grant to anyone the exclusive right to conduct any business
or undertaking in the Building. Landlord, in accordance with Article XII
hereof, shall have the right to enter the Premises in connection with the
exercise of any of the rights set forth herein and such entry into the Premises
and the performance of any work therein shall not constitute a constructive
eviction or entitle Tenant to any abatement or reduction of Rent by reason
thereof.

102

XXXV. SURRENDER OF PREMISES. At the expiration or earlier termination of
this Lease or Tenant's right of possession hereunder, Tenant shall quit and
surrender the Premises to Landlord, broom clean, and in good order, condition
and repair, ordinary wear and tear excepted. If Tenant fails to remove any of
Tenant's Property within three (3) days after the termination of this Lease or
Tenant's right to possession hereunder, such Tenant's Property, or any portion
thereof designated by Landlord, shall at Landlord's option, and without notice
to Tenant, (a) be conclusively presumed to have been abandoned by Tenant and
title to such items shall pass to Landlord, and/or (b) be removed and/or stored
by Landlord at the risk, cost and expense of Tenant and Landlord shall in no
event be responsible for the value, preservation or safekeeping thereof.
Tenant shall pay Landlord, upon demand, any and all expenses caused by such
removal and all storage charges against such property so long as the same shall
be in the possession of Landlord or under the control of Landlord.
Notwithstanding the foregoing, if, prior to the termination of the Lease or
Tenant's right to possession, Tenant provides Landlord with written notice of
its new mailing address, Landlord shall provide Tenant with three (3) days
notice prior to exercising its right to take title to Tenant's property.

XXXVI. MISCELLANEOUS.

A. If any term or provision of this Lease, or the application thereof
to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Lease, or the application of such term or
provision to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby, and each term and
provision of this Lease shall be valid and enforced to the fullest extent
permitted by law.

B. Tenant agrees not to record this Lease or any memorandum hereof
without Landlord's prior written consent.

C. This Lease and the rights and obligations of the parties hereto
shall be interpreted, construed, and enforced in accordance with the laws of the
state in which the Building is located.

D. Events of "Force Majeure" shall include strikes, riots, acts of God,
shortages of labor or materials, war, governmental law, regulations or
restrictions and any other cause whatsoever that is beyond the control of
Landlord. Whenever a period of time is herein prescribed for the taking of any
action by Landlord, Landlord shall not be liable or responsible for, and there
shall be excluded from the computation of such period of time, any delays due
to events of Force Majeure.

E. Landlord shall have the right to transfer and assign, in whole or in
part, all of its rights and obligations hereunder and in the Building and
Property referred to herein, and in such event and upon such transfer Landlord
shall be released from any further obligations hereunder, and Tenant agrees to
look solely to such successor in interest of Landlord for the performance of
such obligations.

F. Tenant hereby represents to Landlord that it has dealt directly with
and only with the Broker as a broker in connection with this Lease. Tenant
agrees to indemnify and hold Landlord and the Landlord Related Parties harmless
from all claims of any brokers claiming to have represented Tenant in
connection with this Lease. Notwithstanding anything contained in this Lease
to the contrary, Tenant shall not be liable for any real estate commissions
arising out of or in connection with that certain Lease dated April 23, 1987 by
and between Landlord (as successor-in-interest to Paces West Associates and
Metropolitan Life Insurance Company) and Tenant (successor-in-interest to VBT
Company, Inc. and Vinings Bank & Trust, National Association).

G. If there is more than one Tenant, or if the Tenant is comprised of
more than one person or entity, the obligations hereunder imposed upon Tenant
shall be joint and severe obligations of all such parties. All notices,
payments, and agreements given or made by, with or to any one of such persons
or entities shall be deemed to have been given or made by, with or to all of
them.

H. In the event Tenant is a corporation (including any form of
professional association), partnership (general or limited), or other form of
organization other than an individual, then each individual executing or
attesting this Lease on behalf of Tenant hereby covenants, warrants and
represents: 1. that such individual is duly authorized to execute or attest and
deliver this Lease on behalf of Tenant in accordance with the organizational
documents of Tenant; 2. that this Lease is binding upon Tenant; 3. that Tenant
is duly organized and legally existing in the state of its organization, and is
qualified to do business in the state in which the Premises is located; 4.
that upon request, Tenant will provide Landlord with true and correct copies of
all

103

organizational documents of Tenant, and any amendments thereto; and that the
execution and delivery of this Lease by Tenant will not result in any breach
of, or constitute a default under any mortgage, deed of trust, lease, loan,
credit agreement, partnership agreement or other contract or instrument to
which Tenant is a party or by which Tenant may be bound. If Tenant is a
corporation, Tenant will, prior to the Commencement Date, deliver to Landlord a
copy of a resolution of Tenant's board of directors authorizing or ratifying
the execution and delivery of this Lease, which resolution will be duly
certified to Landlord's satisfaction by the secretary or assistant secretary of
Tenant.

I. Tenant acknowledges that the financial capability of Tenant to perform
its obligations hereunder is material to Landlord and that Landlord would not
enter into this Lease but for its belief, based on its review of Tenant's
financial statements, that Tenant is capable of performing such financial
obligations. Tenant hereby represents, warrants and certifies to Landlord that
its financial statements previously furnished to Landlord were at the time
given true and correct in all material respects and that there have been no
material subsequent changes thereto as of the date of this Lease. At any time
during the Lease Term, Tenant shall provide Landlord, upon ten (10) days'
prior written notice from Landlord, with a current financial statement and
financial statements of the two (2) years prior to the current financial
statement year. Such statement shall be prepared in accordance with generally
accepted accounting principles and, if such is the normal practice of Tenant,
shall be audited by an independent certified public accountant.

J. Except as expressly otherwise herein provided, with respect to all
required acts of Tenant, time is of the essence of this Lease. This Lease
shall create the relationship of Landlord and Tenant between the parties
hereto, and no estate shall pass out of Landlord. Tenant has only a usufruct,
not subject to purchase or sale, which may not be assigned by Tenant except as
expressly provided in this Lease.

K. This Lease and the covenants and conditions herein contained shall
inure to the benefit of and be binding upon Landlord and Tenant and their
respective permitted successors and assigns.

L. Notwithstanding anything to the contrary contained in this Lease, the
expiration of the Lease Term, whether by lapse of time or otherwise, shall not
relieve Tenant from Tenant's obligations accruing prior to the expiration of
the Lease Term.

M. The headings and titles to the paragraphs of this Lease are for
convenience only and shall have no effect upon the construction or
interpretation of any part hereof.

N. LANDLORD HAS DELIVERED A COPY OF THIS LEASE TO TENANT FOR TENANT'S
REVIEW ONLY, AND THE DELIVERY HEREOF DOES NOT CONSTITUTE AN OFFER TO TENANT OR
OPTION. THIS LEASE SHALL NOT BE EFFECTIVE UNTIL AN ORIGINAL OF THIS LEASE
EXECUTED BY BOTH LANDLORD AND TENANT AND AN ORIGINAL GUARANTY, IF ANY, EXECUTED
BY EACH GUARANTOR IS DELIVERED TO AND ACCEPTED BY LANDLORD, AND THIS LEASE HAS
BEEN APPROVED BY LANDLORD'S MORTGAGEES, IF REQUIRED.

XXXVII. ENTIRE AGREEMENT. This Lease Agreement, including the following
Exhibits:

Exhibit A - Outline and Location of Premises

Exhibit A-1 - Banking Driveway

Exhibit B-1 - Schedule of Base Rental

Exhibit B-2 - Payment of Basic Costs

Exhibit C - Work Letter Agreement (if required)

Exhibit D - Rules and Regulations

Exhibit E - Additional Terms and Conditions

Exhibit F - Legal Description of the Building

Exhibit G - Partial list of Tenant's Property

constitutes the entire agreement between the parties hereto with respect to the
subject matter of this Lease. TENANT EXPRESSLY ACKNOWLEDGES AND AGREES THAT
LANDLORD HAS NOT MADE AND IS NOT MAKING, AND TENANT, IN EXECUTING AND
DELIVERING THIS LEASE, IS NOT RELYING UPON, ANY WARRANTIES, REPRESENTATIONS,
PROMISES OR

104

STATEMENTS, EXCEPT TO THE EXTENT THAT THE SAME ARE EXPRESSLY SET FORTH IN
IN THIS LEASE. ALL UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE
BETWEEN THE PARTIES ARE MERGED IN THIS LEASE WHICH ALONE FULLY AND COMPLETELY
EXPRESSES THE AGREEMENT OF THE PARTIES, NEITHER PARTY RELYING UPON ANY
STATEMENT OR REPRESENTATION NOT EMBODIED IN THIS LEASE. THIS LEASE MAY BE
MODIFIED ONLY BY A WRITTEN AGREEMENT SIGNED BY LANDLORD AND TENANT. LANDLORD
AND TENANT EXPRESSLY AGREE THAT THERE ARE AND SHALL BE NO IMPLIED WARRANTIES OF
MERCHANTABILITY, HABITABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
OF ANY OTHER KIND ARISING OUT OF THIS LEASE, ALL OF WHICH ARE HEREBY WAIVED BY
TENANT, AND THAT THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THOSE EXPRESSLY
SET FORTH IN THIS LEASE.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease in
multiple original counterparts as of the day and year first above written.

ATTEST: LANDLORD: ZML-Paces Limited
Parnership, a Delaware
limited partnership

/S/ Xxxxx X. Xxxxxx
-----------------------------------

Name (print): Xxxxx X. Xxxxxx
--------------------- BY: EQUITY OFFICE PROPERTIES
INC. as agent
/S/ X. Xxxxxxx
----------------------------------- By: /S/ Xxxxx Xxxxxxxxxx
--------------------------------
Name (print): Xxxxxxx Xxxxxxx
-------------------- Name: Xxxxx Xxxxxxxxxx

Title: Vice President

ATTEST:

/S/ Xxxxxxx Xxxx By: /S/ Xxxx XxXxxxx
----------------------------------- ---------------------------------

Name (print): Xxxxxxx Xxxx Name: Xxxx XxXxxxx
---------------------- ----------------------------

/S/ Xxxxx Xxxxxxxxx Title: Exec. Vice President
----------------------------------- -----------------------

Name (print): Xxxxx Xxxxxxxxx
----------------------

105
23

EXHIBIT A
OUTLINE AND LOCATION OF PREMISES

[MAP]

106
24

EXHIBIT A-1
BANKING DRIVEWAY

[MAP]

107

EXHIBIT B-1

SCHEDULE OF BASE RENTAL

This Exhibit is attached to and made a part of the Lease dated June 16, 1995
by and between ZML-Paces Limited Partnership, a Delaware limited partnership
(Landlord'), by its agent Equity Office Properties, Inc., and The Summit
National Bank, a national banking association (Tenant) for space in the
Building located at 0000 Xxxxx Xxxxx Xxxx, X.X., Xxxxxxx, Xxxxxxx 00000.

Tenant shall pay Landlord the sum of Seven Hundred Forty-Six Thousand Four
Hundred Fifty-Five and 68/100 Dollars ($746,455.68) as Base Rental for the
Lease Term in eighty-four (84) monthly installments as follows:

A. Twelve (12) equal installments of $7,569.88 each payable on or before
the first day of each month during the period beginning July 1, 1995 and ending
June 30, 1996.

B. Twelve (12) equal installments of $8,008.71 each payable on or before
the first day of each month during the period beginning July 1, 1996 and ending
June 30, 1997.

C. Twelve (12) equal installments of $8,447.54 each payable on or before
the first day of each month during the period beginning July 1, 1997 and ending
June 30, 1998.

D. Twelve (12) equal installments of $8.886.38 each payable on or before
the first day of each month during the period beginning July 1, 1998 and ending
June 30, 1999.

E. Twelve (12) equal installments of $9,325.21 each payable on or before
the first day of each month during the period beginning July 1, 1999 and ending
June 30, 2000.

F. Twelve (1 2) equal installments of $9,764.04 each payable on or before
the first day of each month during the period beginning July 1, 2000 and ending
June 30, 2001.

G. Twelve (12) equal installments of $10,202.88 each payable on or before
the first day of each month during the period beginning July 1, 2001 and ending
June 30, 2002.

All such Base Rental shall be payable by Tenant in accordance with the
terms of Article V of the Lease.

108

IN WITNESS WHEREOF, Landlord and Tenant have entered into this Exhibit to
Lease as of the date first written above.

LANDLORD: ZML-Paces Limited Partnership,
a Delaware limited partnership

ATTEST: BY: EQUITY OFFICE PROPERTIES INC.
as agent

/S/ Xxxxx X. Xxxxxx By: /S/ Xxxxx Xxxxxxxxxx
----------------------------------- ------------------------------------

Name (print): Xxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxxx
----------------------

/S/ X. Xxxxxxx Title: Vice President
-----------------------------------

Name (print): Xxxxxxx Xxxxxxx
----------------------

TENANT: The Summit National Bank,
a national banking association

ATTEST:

/S/ Xxxxxxx Xxxx By: /S/ Xxxx XxXxxxx
----------------------------------- ------------------------------------

Name (print): Xxxxxxx Xxxx Name: Xxxx XxXxxxx
---------------------- -------------------------------

/S/ Xxxxx Xxxxxxxxx Title: Exec. Vice President
----------------------------------- ------------------------------

Name (print): Xxxxx Xxxxxxxxx
----------------------

109

EXHIBIT B-2

PAYMENT OF BASIC COSTS

This Exhibit is attached to and made a part of the Lease dated June 16,
1995 by and between ZML-Paces Limited Partnership, a Delaware limited
partnership ("Landlord"), by its agent Equity Office Properties, Inc., and The
Summit National Bank, a national banking association ("Tenant") for space in
the Building located at 0000 Xxxxx Xxxxx Xxxx, X.X., Xxxxxxx, Xxxxxxx 00000.

BASIC COST ADJUSTMENT. During each calendar year, or portion thereof,
beginning with the 1996 calendar year falling within the Lease Term, Tenant
shall pay to Landlord as Additional Base Rental hereunder the sum of (1)
Tenant's Pro Rata Share of the amount, if any, by which Taxes (hereinafter
defined) for the applicable calendar year exceed Taxes for the Base Year
(hereinafter defined) plus (2) Tenant's Pro Rata Share of the amount, if any,
by which Expenses (hereinafter defined) for the applicable calendar year exceed
Expenses for the Base Year. For purposes hereof, the "Base Year" shall mean
the calendar year 1995. Tenant's Pro Rata Share of increases in Taxes and
Tenant's Pro Rata Share of increases in Expenses shall be computed separate and
independent of each other prior to being added together to determine the
"Excess." In the event that Taxes and/or Expenses, as the case may be, in any
calendar year decrease below the amount of Taxes or Expenses for the Base Year,
Tenant's Pro Rata Share of Taxes and/or Expenses, as the case may be, for such
calendar year shall be deemed to be $0, it being understood that Tenant shall
not be entitled to any credit or offset if Taxes and/or Expenses decrease below
the corresponding amount for The Base Year. Prior to the Commencement Date and
prior to January 1 of each calendar year during the Lease Term, or as soon
thereafter as practical, Landlord shall make a good faith estimate of the
Excess for the applicable calendar year. On or before the first day of each
month during such calendar year, Tenant shall pay Landlord, as Additional Base
Rental, a monthly installment equal to one-twelfth of Tenant's Pro Rata Share
of Landlord's estimate of the Excess. Landlord shall have the right from time
to time during any such calendar year to revise the estimate of the Excess for
such year and provide Tenant with a revised statement therefor, and thereafter
the amount Tenant shall pay each month shall be based upon such revised
estimate. If Landlord does not provide Tenant with an estimate of the Excess
by January 1 of any calendar year, Tenant shall continue to pay a monthly
installment based on the previous year's estimate until such time as Landlord
provides Tenant with an estimate of the Excess for the current year. Upon
receipt of such current year's estimate, an adjustment shall be made for any
month during the current year with respect to which Tenant paid monthly
installments of Additional Base Rental based on the previous years estimate of
the Excess. Tenant shall pay Landlord for any underpayment upon demand. Any
overpayment shall, at Landlord's option, be refunded to Tenant or credited
against the installment of Additional Base Rental due for the month immediately
following the furnishing of such estimate. Any amounts paid by Tenant based on
any estimate shall be subject to adjustment pursuant to Paragraph A below, when
actual Basic Costs are determined for such calendar year.

A. Basic Costs Reconciliation. As soon as is practical following the end
of each calendar year during the Lease Term, Landlord shall furnish to Tenant a
statement of Landlord's actual Basic Costs and the actual Excess for the
previous calendar year. If for any calendar year the Additional Base Rental
collected for the prior year, as a result of Landlord's estimate of Basic
Costs, is in excess of Tenant's actual Pro Rata Share of the Excess for such
prior year, then Landlord shall refund to Tenant any overpayment (or at
Landlord's option, apply such amount against Additional Base Rental due or to
become due hereunder). Likewise, Tenant shall pay to Landlord, on demand, any
underpayment with respect to the prior year, whether or not the Lease has
terminated prior to receipt by Tenant of a statement for such underpayment, it
being understood that this clause shall survive the expiration of the Lease.

B. Definitions.

1. "Basic Costs" for any calendar year shall mean the
total, computed in accordance herewith, of Taxes for such
calendar year and Expenses for such calendar year.

2. "Expenses" shall mean all direct and indirect costs and
expenses paid or incurred in each calendar year in connection
with operating, maintaining, repairing, managing and owning the
Building and the Property (inclusive of the Exterior Common Areas),
including, without limitation, the following:

(i) All labor costs for all persons performing services required or
utilized in connection with the operation, repair and maintenance of and
control of access to the Building and the Property, including but not
limited to amounts incurred for wages, salaries and other compensation for
services, payroll, social security, unemployment and other similar taxes,
workmen's compensation insurance, uniforms, disability benefits, pensions,
hospitalization,

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retirement plans, group insurance or any other similar or like expenses
incurred under the provisions of any collective bargaining agreement.

(ii) All management fees, the cost of maintaining a management
office at the Building, and all fees for legal and accounting services
relating to the Building and the Property.

(iii) All rental and/or purchase costs of materials, supplies,
hand tools and equipment used in the operation, repair, replacement and
maintenance and the control of access to the Building and the Property.

(iv) All amounts charged to Landlord by contractors and/or suppliers
for services, materials, equipment and supplies furnished in connection
with the repair, maintenance, replacement of and control of access to any
part of the Building, or the Property generally, including the heating,
air conditioning, ventilating, plumbing, electrical, elevator and other
systems.

(v) All premiums and deductibles paid by Landlord for fire and
extended coverage insurance, earthquake and extended coverage insurance,
liability and extended coverage insurance, rental loss insurance, elevator
insurance, boiler insurance and other insurance customarily carried from
time to time by lessors of comparable office buildings or required to be
carried by Landlord's Mortgagee.

(vi) Charges for all utilities, including but not limited to water,
electricity, gas and sewer, but excluding those charges for which tenants
are individually responsible.

(vii) All landscape expenses and costs of repairing, resurfacing
and striping of the parking areas of the Property, if any.

(viii) Cost of all maintenance service agreements, including those
for equipment, alarm service, window cleaning, drapery or venetian blind
cleaning, janitorial services, pest control, uniform supply, landscaping,
and any parking equipment.

(ix) Cost of all other repairs, replacements and general maintenance
of the Property and Building neither specified above nor directly billed
to tenants.

(x) The amortized cost of capital improvements made to the Building
or the Property which are primarily for the purpose of reducing operating
expense costs or otherwise improving the operating efficiency of the
Property or Building or which are required to comply with any laws, rules
or regulations of any governmental authority, the cost of such items to
be amortized over a period of at least five (5) years. Such amortization
shall be in accordance with generally accepted accounting principles and
shall include interest at the rate of fifteen percent (15%) per annum
compounded monthly.

3. "Taxes", shall mean (i) all real estate taxes and assessments
on the Property, the Building or the Premises, and taxes and
assessments levied in substitution or supplementation in whole or in
part of such taxes, (ii) all personal property taxes for the
Building's personal property, including license expenses, (iii) all
franchise fees, (iv) all taxes imposed on services of Landlord's
agents and employees, (v) all sales, use or other tax, excluding state
and/or federal income tax, now or hereafter imposed by any
governmental authority upon Rent received by Landlord, (vi) all other
taxes, fees or assessments now or hereafter levied by any governmental
authority on the Property, the Building or its contents or on the
operation and use thereof (except as relate to specific tenants), and
(vii) all costs and fees incurred in connection with seeking
reductions in or refunds in Taxes including, without limitation, any
costs incurred by Landlord to challenge the tax valuation of the
Building, but excluding income taxes.

4. "Exterior Common Areas" shall mean those areas of the
Property which are not located within the Building and which are
provided and maintained for the use and benefit of Landlord and
tenants of the Building generally and the employees, invitees and
licensees of Landlord and such tenants, including, without limitation,
any parking garage, plaza, roads, sidewalks and landscapes.

C. Exclusions From Basic Costs. Basic Costs shall not include the cost
of capital improvements (except as above set forth), depreciation, interest
(except as provided above with respect to the amortization of capital
improvements) lease commissions, and principal payments on mortgage and other

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D. Occupancy. Notwithstanding any language in the Lease seemingly to the
contrary, if the Building is not fully occupied during any calendar year of the
Lease Term, actual Basic Costs for purposes of this Exhibit B-2 shall, at
Landlord's option, be determined as if the Building had been fully occupied
during such year.

IN WITNESS WHEREOF, Landlord and Tenant have entered into this Exhibit to
Lease as of the date first written above.

ATTEST: BY: EQUITY OFFICE PROPERTIES INC.,
as agent

/S/ Xxxxx X. Xxxxxx By: /S/ Xxxxx Xxxxxxxxxx
----------------------------------- ------------------------------------

Name (print): Xxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxxx
----------------------

/S/ X. Xxxxxxx Title: Vice President
-----------------------------------

Name (print): Xxxxxxx Xxxxxxx
----------------------

TENANT: The Summit National Bank,
a national banking association

ATTEST:

/S/ Xxxxxxx Xxxx By: /S/ Xxxx XxXxxxx
----------------------------------- ------------------------------------

Name (print): Xxxxxxx Xxxx Name: Xxxx XxXxxxx
---------------------- -------------------------------

/S/ Xxxxx Xxxxxxxxx Title: Exec. Vice President
----------------------------------- ------------------------------

Name (print): Xxxxx Xxxxxxxxx
----------------------

112

Exhibit C

WORK LETTER

This Exhibit is attached to and made a part of the Lease dated June 16,
1995 by and between ZML-Paces Limited Partnership, a Delaware limited
partnership ("Landlord"), by its agent Equity Office Properties, Inc., and The
Summit National Bank, a national banking association ("Tenant") for space in the
Building located at 0000 Xxxxx Xxxxx Xxxx, X.X., Xxxxxxx, Xxxxxxx 00000.

[INTENTIONALLY OMITTED]

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EXHIBIT D

BUILDING RULES AND REGULATIONS

This Exhibit is attached to and made a part of the Lease dated June 16,
1995 by and between ZML-Paces Limited Partnership, a Delaware limited
partnership ("Landlord"), by its agent Equity Office Properties, Inc., and The
Summit National Bank, a national banking association ("Tenant") for space in the
Building located at 0000 Xxxxx Xxxxx Xxxx, X.X., Xxxxxxx, Xxxxxxx 00000.

The following rules and regulations shall apply, where applicable, to the
Premises, the Building, the parking garage associated therewith (if any), the
Property and the appurtenances thereto:

1. Sidewalks, doorways, vestibules, halls, stairways and other similar
areas shall not be obstructed by Tenant or used by Tenant for any purpose other
than ingress and egress to and from the Premises. No rubbish, litter, trash,
or material of any nature shall be placed, emptied, or thrown in those areas.
At no time shall Tenant permit Tenant's employees to loiter in common areas or
elsewhere in or about the Building or Property.

2. Plumbing fixtures and appliances shall be used only for the purposes
for which designed, and no sweepings, rubbish, rags or other unsuitable
material shall be thrown or placed therein. Damage resulting to any such
fixtures or appliances from misuse by Tenant or its agents, employees or
invitees, shall be paid for by Tenant, and Landlord shall not in any case be
responsible therefor.

3. No signs, advertisements or notices shall be painted or affixed on or
to any windows, doors or other parts of the Building, except those of such
color, size, style and in such places as shall be first approved in writing by
Landlord. No nails, hooks or screws shall be driven or inserted into any part
of the Premises or Building except by the Building maintenance personnel, nor
shall any part of the Building be defaced by Tenant.

4. Landlord may provide and maintain in the first floor (main lobby) of
the Building an alphabetical directory board listing all Tenants, and no other
directory shall be permitted unless previously consented to by Landlord in
writing.

5. Tenant shall not place any additional lock or locks on any door in the
Premises or Building without Landlord's prior written consent. A reasonable
number of keys to the locks on the doors in the Premises shall be furnished by
Landlord to Tenant at the cost of Tenant, and Tenant shall not have any
duplicate keys made. All keys shall be returned to Landlord at the expiration
or earlier termination of this Lease.

6. Tenant will refer to Landlord for Landlord's supervision, approval, and
control all contractors, contractor's representatives, and installation
technicians rendering any service to Tenant, before performance of any
contractual service. Such supervisory action by Landlord shall not render
Landlord responsible for any work performed for Tenant. This provision shall
apply to all work performed in the Building, including but not limited to the
installation of telephones, computer wiring, cabling, equipment, electrical
devices, attachments and installations of any nature. Tenant shall be solely
responsible for complying with all applicable laws, codes and ordinances
pursuant to which said work shall be performed.

7. Movement in or out of the Building of furniture or office equipment, or
dispatch or receipt by Tenant of any merchandise or materials which require the
use of elevators, stairways, lobby areas, or loading dock areas, shall be
restricted to hours designated by Landlord. Tenant must seek Landlord's prior
approval by providing in writing a detailed listing of any such activity. If
approved by Landlord, such activity shall be under the supervision of Landlord
and performed in the manner stated by Landlord. Landlord may prohibit any
article, equipment or any other item from being brought into the Building.
Tenant is to assume all risk for damage to articles moved and injury to any
persons resulting from such activity. If any equipment, property, and/or
personnel of Landlord or any of any other tenant is damaged or injured as a
result of or in connection with such activity, Tenant shall be solely liable
for any and all damage or loss resulting therefrom.

8. Landlord shall have the power to prescribe the weight and position of
safes and other heavy equipment or items, which in all cases shall not in the
opinion of Landlord exceed acceptable floor loading and weight distribution
requirements. All damage done to the Building by the installation or removal
of any property of Tenant, or done by Tenant's property while in the Building,
shall be repaired at the expense of Tenant.

9. Corridor doors, when not in use, shall be kept closed.

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10. Tenant shall not: (i) make or permit any improper, objectionable or
unpleasant noises or odors in the Building, or otherwise interfere in any way
with other tenants or persons having business with them; (ii) solicit business
or distribute, or cause to be distributed, in any portion of the Building any
handbills, promotional materials or other advertising; or (iii) conduct or
permit any other activities in the Building that might constitute a nuisance.

11. No animals, except seeing eye dogs, shall be brought into or kept in,
on or about the Premises.

12. No inflammable, explosive or dangerous fluid or substance shall be
used or kept by Tenant in the Premises or Building. Tenant shall not, without
Landlord's prior written consent, use, store, install, spill, remove, release
or dispose of within or about the Premises or any other portion of the
Property, any asbestos-containing materials or any solid, liquid or gaseous
material now or hereafter considered toxic or hazardous under the provisions of
42 U.S.C. Section 9601 et seq. or any other applicable environmental law which
may now or hereafter be in effect. If Landlord does give written consent to
Tenant pursuant to the foregoing sentence, Tenant shall comply with all
applicable laws, rules and regulations pertaining to and governing such use by
Tenant, and shall remain liable for all costs of cleanup or removal in
connection therewith.

13. Tenant shall not use or occupy the Premises in any manner or for any
purpose which would injure the reputation or impair the present or future value
of the Premises or the Building; without limiting the foregoing, Tenant shall
not use or permit the Premises or any portion thereof to be used for lodging,
sleeping or for any illegal purpose.

14. Tenant shall not take any action which would violate Landlord's labor
contracts affecting the Building or which would cause any work stoppage,
picketing, labor disruption or dispute, or any interference with the business
of Landlord or any other tenant or occupant of the Building or with the rights
and privileges of any person lawfully in the Building. Tenant shall take any
actions necessary to resolve any such work stoppage picketing, labor
disruption, dispute or interference and shall have pickets removed and, at the
request of Landlord, immediately terminate at any time any construction work
being performed in the Premises giving rise to such labor problems, until such
time as Landlord shall have given its written consent for the resumption of
such work. Tenant shall have no claim for damages of any nature against
Landlord or any of the Landlord Related Parties in connection therewith, nor
shall the date of the commencement of the Term be extended as a result thereof.

15. Tenant shall utilize the termite and pest extermination service
designated by Landlord to control termites and pests in the Premises. Tenant
shall bear the cost and expense of such extermination services, provided that
Tenant shall not be obligated to pay more for its participation in such termite
and pest extermination services than the prevailing competitive rates charged
by reputable independent termite and pest control exterminators for the same
service on a direct and individual basis.

16. Tenant shall not install, operate or maintain in the Premises or in
any other area of the Building, any electrical equipment which does not bear
the U/L (Underwriters Laboratories) seal of approval, or which would overload
the electrical system or any part thereof beyond its capacity for proper,
efficient and safe operation as determined by Landlord, taking into
consideration the overall electrical system and the present and future
requirements therefor in the Building. Tenant shall not furnish any cooling or
heating to the Premises, including, without limitation the use of any
electronic or gas heating devices, without Landlord's prior written consent.

17. Tenant shall not operate or permit to be operated on the Premises any
coin or token operated vending machine or similar device (including, without
limitation, telephones, lockers, toilets, scales, amusement devices and
machines for sale of beverages, foods, candy, cigarettes or other goods),
except for those vending machines or similar devices which are for the sole and
exclusive use of Tenant's employees, and then only if such operation does not
violate the lease of any other tenant of the Building.

18. Bicycles and other vehicles are not permitted inside or on the
walkways outside the Building, except in those areas specifically designated by
Landlord for such purposes.

19. Landlord may from time to time adopt appropriate systems and
procedures for the security or safety of the Building, its occupants, entry and
use, or its contents. Tenant, Tenant's agents, employees, contractors, guests
and invitees shall comply with Landlord's reasonable requirements
relative thereto.

20. Landlord shall have the right to prohibit the use of the name of the
Building or any other publicity by Tenant that in Landlord's opinion may tend
to impair the reputation of the Building or its desirability for Landlord or
other tenants. Upon written notice from Landlord, Tenant will refrain from
and/or discontinue such publicity immediately.

21. Tenant shall carry out Tenant's permitted repair, maintenance,
alterations, and improvements in the Premises only during times agreed to in
advance by Landlord and in a manner which will not interfere with the rights of
other tenants in the Building.

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22. Canvassing, soliciting, and peddling in or about the Building is
prohibited. Tenant shall cooperate and use its best efforts to prevent the
same.

23. At no time shall Tenant permit or shall Tenant's agents, employees,
contractors, guests, or invitees smoke in any common area of the Building,
unless such common area has been declared a designated smoking area by
Landlord.

24. Tenant shall observe Landlord's rules with respect to maintaining
standard window coverings at all windows in the Premises so that the Building
presents a uniform exterior appearance. Tenant shall ensure that to the extent
reasonably practicable, window coverings are closed on all windows in the
Premises while they are exposed to the direct rays of the sun.

25. All deliveries to or from the Premises shall be made only at such
times, in the areas and through the entrances and exits designated for such
purposes by Landlord. Tenant shall not permit the process of receiving
deliveries to or from the Premises outside of said areas or in a manner which
may interfere with the use by any other tenant of its premises or of any common
areas, any pedestrian use of such area, or any use which is inconsistent with
good business practice.

26. The work of cleaning personnel shall not be hindered by Tenant after
5:30 p.m., and such cleaning work may be done at any time when the offices are
vacant. Windows, doors and fixtures may be cleaned at any time. Tenant shall
provide adequate waste and rubbish receptacles necessary to prevent
unreasonable hardship to Landlord regarding cleaning service.

IN WITNESS WHEREOF, Landlord and Tenant have entered into this exhibit to
Lease as of the date first written above.

LANDLORD: ZML-Paces Limited Partnership,
a Delaware limited partnership

ATTEST: BY: EQUITY OFFICE PROPERTIES
INC. as agent

/S/ Xxxxx X. Xxxxxx By: /S/ Xxxxx Xxxxxxxxxx
----------------------------------- ------------------------------------

Name (print): Xxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxxx
----------------------

/S/ X. Xxxxxxx Title: Vice President
-----------------------------------

Name (print): Xxxxxxx Xxxxxxx
----------------------

TENANT: The Summit National Bank,
a national banking association

ATTEST:

/S/ Xxxxxxx Xxxx By: /S/ Xxxx XxXxxxx
----------------------------------- ------------------------------------

Name (print): Xxxxxxx Xxxx Name: Xxxx XxXxxxx
---------------------- -------------------------------

/S/ Xxxxx Xxxxxxxxx Title: Exec. Vice President
----------------------------------- ------------------------------

Name (print): Xxxxx Xxxxxxxxx
----------------------

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EXHIBIT E
ADDITIONAL TERMS AND CONDITIONS

1. PARKING.

A. During the Lease Term. Tenant agrees to lease from Landlord and
Landlord agrees to lease to Tenant a total of twenty-three (23) parking
spaces in the building parking areas designated by Landlord (the "Spaces")
consisting of fifteen (15) parking spaces (the "Non Reserved Spaces") for
the use of Tenant and its employees and eight (8) parking spaces (the
"Reserved Spaces") which shall be located on the Plaza Level deck and
shall be assigned and reserved for the use of Tenant's customers during
the hours that Tenant is open for business. No deductions or allowances
shall be made for days when Tenant or any of its employees does not
utilize the parking facilities or for Tenant utilizing less than all of
the Non Reserved Spaces. Tenant shall not have the right to lease or
otherwise use more than the number of set forth above.

B. Tenant shall pay Landlord rent for the Reserved Spaces ("the
Parking Rent") in monthly installments at the initial rate of $50.00 per
reserved space per month. Tenant shall not be required to pay any
Parking Rent for the Non-Reserved Spaces during the initial term of this
Lease. Tenant, in the case of a renewal or extension of this Lease,
shall pay Parking Rent for the Non-Reserved Spaces at the rate then being
charged by Landlord. Landlord shall have the right to increase the
Parking Rent from time to time to reflect the rate then being charged by
Landlord for spaces in the Parking Area. The Parking Rent shall be
considered Additional Base Rent in accordance with the terms of Article V
of the Lease.

C. The location of the unreserved Spaces shall be designated by
Landlord from time to time. Except for the Reserved Spaces and other
specific spaces and areas designated by Landlord for reserved parking,
all parking in the Building Parking Area shall be on an unreserved,
first-come, first-served basis.

D. Landlord agrees to xxxx and post the Reserved Spaces for use only
by the customers of Tenant's banking business, but such exclusive use of
the "Reserved" Spaces by the customers of Tenant's banking business
shall be applicable only during the hours Tenant is open for business to
the public. Landlord shall police and enforce the posted limitations and
rules regarding the use of such Reserved Spaces, including, without
limitation, towing of vehicles illegally parked therein. Tenant
authorizes Landlord to cause any such illegally parked car to be towed
from the building parking areas.

The Landlord agrees to cooperate and work closely with the Tenant
concerning the removal of illegally parked vehicles in reserved spaces,
for which a monthly rent is paid.

E. Landlord shall not be responsible for money, jewelry,
automobiles or other personal property lost in or stolen from the
Parking Area regardless of whether such loss or theft occurs when the
Parking Area or other areas therein are locked or otherwise secured
against entry. Except as caused by the negligence or willful misconduct
of Landlord, Landlord shall not be liable for any loss, injury or damage
to persons using the Parking Area or automobiles or other property
therein, it being agreed that, to the fullest extent permitted by law,
the use of the Parking Area and the Spaces shall be at the sole risk
of Tenant, its employees and customers.

F. Landlord shall have the right from time to time to promulgate
reasonable rules and regulations regarding the Parking Area, the Spaces
and the use thereof, including, but not limited to, rules and
regulations controlling the flow of traffic to and from various parking
areas, the angle and direction of parking and the like. Tenant shall
comply with and cause its employees to comply with all such rules and
regulations as well as all reasonable additions and amendments thereto.

G. Tenant shall not store or permit its employees to store any
automobiles in the Parking Area without the prior written consent of
Landlord. Except for emergency repairs, Tenant and its employees shall
not perform any work on any automobiles while located in he Parking Area
or on the Property. If it is necessary for Tenant or its employees to
leave an automobile in the Parking Area overnight, Tenant shall provide
Landlord with prior notice thereof designating the license plate number
and model of such automobile.

H. Landlord shall have the right to temporarily close the Parking
Area or certain areas therein in order to perform necessary repairs,
maintenance and improvements to the Parking Area.

I. Tenant shall not assign or sublease any of the Spaces without the
consent of Landlord. Landlord shall have the right to terminate this
Parking Agreement with respect to any Spaces that Tenant desires to
sublet or assign.

J. Landlord may elect to provide parking cards or keys to control
access to the Parking Area. In such event, Landlord shall provide Tenant
with one card or key for each Space that Tenant is leasing hereunder,
provided that Landlord shall have the right to require Tenant or its
employees

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to place a deposit on such access cards or keys and to pay a fee for any
lost or damaged cards or keys.

2. WORK ALLOWANCE. Landlord agrees to contribute an amount not to exceed
Twenty-Four Thousand and 00/100 Dollars ($24,000.00) (the "Work Allowance")
toward the cost of installing an ATM machine and performing improvements to the
Premises including but not limited to painting, carpeting, wallcoverings,
monument signage and directional signage during the period beginning on the
date hereof and ending on March 1, 1996 (the "Initial Improvements"). Such
improvements shall, at a minimum, include the construction of a demising wall
separating the Premises from the Surrender Space (hereinafter defined). All
such Improvements shall be performed in compliance with the terms and
conditions of the Lease, including, without limitation, the prior approval of
Landlord with respect to the Improvements to be performed and the contractors
to be retained to perform such Improvements. The Work Allowance shall be paid
to Tenant following receipt of the following documentation: full and final
waivers of liens from the general contractor and the subcontractors retained by
Tenant in an amount equal to the portion of the Work Allowance to be disbursed,
completion certificates from Tenant, the general contractor and Tenant's
architect, a sworn contractor's affidavit from the general contractor and a
request to disburse from Tenant containing an approval by Tenant of the work
done, receipted bills covering all labor and materials expended and used in
connection with the Improvements. If Tenant has not previously paid the
general contractor for the cost of the Improvements, Landlord, at its option,
may pay the Work Allowance directly to the order of the general contractor that
performed the Improvements or to the joint order of the general contractor and
all included subcontractors. Notwithstanding anything herein to the contrary,
Landlord shall not be obligated to disburse any portion of the Work Allowance
during the continuance of an uncured default under the Lease, and Landlord's
obligation to disburse shall only resume when and if such default is cured.
The Work Allowance may only be used for the cost of labor, material and
contractors fees for the Improvements to the Premises and the cost of preparing
plans and drawings in connection therewith. In no event shall the Work
Allowance be used for the purchase of equipment, furniture and other items of
personal property of Tenant. Landlord shall be entitled to deduct from the
Work Allowance an amount sufficient to reimburse Landlord for its actual
out-of-pocket costs in connection with the construction of the Initial
Expansion Improvements, including any costs of additional security, freight
elevator usage, electricity and other incidental Building charges during
Tenant's construction and move-in. In the event Tenant does not use the entire
Work Allowance by May 1, 1996, any unused amount shall accrue to the sole
benefit of Landlord, it being understood that Tenant shall not be entitled to
any credit, abatement or other concession in connection therewith.

3. SECURITY SYSTEM. Tenant acknowledges that Landlord, at Tenant's
request, has installed a security monitoring system for Tenant's use in
addition to the base building Security System and that such monitoring system
has been installed solely for the benefit of Tenant.

4. OTHER BANKS IN BUILDING.

A. To the extent Landlord is not prohibited by any existing or future Law,
and provided Tenant is not in default under this Lease, Landlord covenants not
to enter into a lease agreement for space in the Building (hereinafter defined)
with a Competitor (as hereinafter defined) for a term scheduled to commence
during the Term of this Lease. If Landlord enters into a lease for space
within the Building with a Competitor for a term that commences during the Term
of this Lease, and Tenant is not in default under this Lease, then, in lieu of
the Base Rent provided in Exhibit B, of this Lease, commencing on the date of
the opening for business of such Competitor, Tenant shall pay to Landlord
substitute rent ("Substitute Rent") equal to fifty percent (50%) of the Base
Rent due under this Lease until the earlier to occur of (i) the Competitor
closes its business; (ii) the Competitor's lease terminates; (iii) the
Competitor's primary use is no longer the Subject Primary Use (as hereinafter
defined); or (iv) Tenant's primary use is no longer the Subject Primary Use, at
which time the Substitute Rent Period shall end and Tenant shall again pay to
Landlord Base Rent as provided in Exhibit B, of this Lease. Any period in
which Tenant shall pay Substitute Rent shall be deemed a Substitute Rent
Period. Notwithstanding anything to the contrary contained herein, in the
event that Landlord exercises its relocation right pursuant to Article XXVIII,
then the provisions of this Section 4 shall: (i) apply to the building in which
the Relocation Space is located as of the effective date of such relocation;
and (ii) cease to apply to the Building (as defined in this Section 4).

B. For purposes of this Section 4, a "Competitor", shall mean any tenant
in the Building (i) whose lease or other agreement with Landlord (collectively,
an "Occupancy Agreement") is dated on or after the date of this Lease and (ii)
whose primary use is the operation of a commercial bank, savings bank, savings
and loan association, credit union or similar banking facility if such
commercial bank, savings bank, savings and loan association, credit union or
similar banking facility will have banking counters or teller windows for
accepting deposits and loan payments and cashing checks for retail banking
customers on a walk-in basis or whose primary use is a federally or state
chartered commercial bank, savings bank, savings and loan association or credit
union for the purpose of providing specialized consumer banking services
similar to those offered by commercial retail banks in Atlanta, Georgia area as
"private" or "professional" banking (the "Subject Primary Use"). Competitor
shall not in any event include: (a) a tenant open for business on the date of
this Lease or any assignee or sublessee of any such tenant or any renewal or
extension of the Occupancy Agreement of such tenant, or (b) a tenant whose
Occupancy Agreement is dated prior to the date of this Lease or any assignee or
sublessee of any such tenant or any renewal or extension of the Occupancy
Agreement of such tenant, or (c) a tenant who has been permitted to assume an
Occupancy Agreement or otherwise operate its business in the

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Building based upon or as a result of a bankruptcy, insolvency or similar
action or (d) any tenant operating any freestanding ATM machine installed
within their leased premises in the Building or (e) any credit union
operations which are ancillary to other business operations in the Building
within their leased premises of a tenant in the Building of such tenants. For
purposes of this Section, "Building" shall mean the building commonly known as
One Paces West which is more particularly described on the legal description
attached hereto as Exhibit F but shall not include any other buildings in the
complex commonly known as Paces West.

C. Tenant shall indemnify, defend and hold Landlord harmless against and
from all liabilities, obligations, damages, penalties, claims, costs, charges
and expenses, including without limitation, reasonable attorney's fees, which
may be imposed upon, incurred by, or asserted against Landlord arising,
directly or indirectly, out of or in connection with the terms of this Section
4. In case any action or proceeding is brought against Landlord by reason of
the foregoing, Tenant shall, at Tenant's sole cost and expense, resist or
defend such action or proceeding with counsel approved by Landlord.

5. EXISTING LEASE. Landlord and Tenant are currently landlord and tenant
under that certain lease dated April 23, 1987 (the "Prior Lease") for
approximately 8,280 rentable square feet on the first floor of the Building
(the "Prior Premises") which Prior Lease is currently scheduled to expire June
30, 1995. The Prior Premises include the entire Premises leased hereunder and
approximately 3,014 rentable square feet of space on the 1st floor of the
Building that is not included within the Premises (the portion that is not
included is referred to herein as the "Surrender Space"). Tenant, at its
sole cost and expense (subject to the Work Allowance) shall be responsible for
constructing a demising wall to separate the Premises from the Surrender Space.
Such work shall be performed in accordance with Section X.B. of the Lease and
Section 2 of this Exhibit E and shall be subject to be completed by Tenant on
or before July 1, 1995. Tenant shall be required to vacate the Surrender Space
on or before July 1, 1995 and return the same to Landlord in compliance with
Section 14(c) of the Prior Lease.

6. MONUMENT SIGN PANEL. So long as Tenant is not in default hereunder,
Tenant shall be permitted to install and maintain a panel on Landlord's
monument sign. Such panel shall be fabricated at Tenant's sole cost and
expense to Landlord's specifications. Tenant shall be responsible for
installing said panel and repairs or replacements of the panel. Tenant shall
commence all repairs to the panel within five (5) days after the occurrence of
said damage.

7. BANKING DRIVEWAY. Landlord and Tenant acknowledge the existence of a
banking driveway for the purpose of permitting vehicular access by Tenant's
banking customers to the exterior banking teller window along the westerly
exterior facade of the building together with a canopy over the teller window
area. Tenant shall have the right of Tenant's sole cost and expense to install
new directional signage for the banking driveway provided that any such signage
shall be subject to the review and approval of Landlord and local governing
authority. The costs of maintaining and repairing the Banking Driveway and the
landscaping adjoining same shall be included in Basic Costs under this Lease
except that Tenant shall be responsible for the cost of any seal coating
applied to the banking driveway. Any electric current consumed in connection
with the lighting of the Banking Driveway and the operation of any ATM or other
such equipment shall, for purposes of the reimbursement provisions of this
Lease, be deemed to be consumed by Tenant in the Premises. Tenant shall be
solely responsible for the costs of maintaining and repairing the canopy. The
Banking Driveway shall, for purposes of Sections XVA, XVB, XVIA through XVID,
and XVII of this Lease, be deemed a part of the Demised Premises.

IN WITNESS WHEREOF, Landlord and Tenant have entered into this exhibit to
Lease as of the date first written above.

LANDLORD: ZML-Paces Limited Partnership, a
Delaware limited partnership

ATTEST: BY: EQUITY OFFICE PROPERTIES
INC. as agent

/S/ Xxxxx X. Xxxxxx By: /S/ Xxxxx Xxxxxxxxxx
----------------------------------- ------------------------------------

Name (print): Xxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxxx
---------------------

/S/ X. Xxxxxxx Title: Vice President
-----------------------------------

Name (print): Xxxxxxx Xxxxxxx
---------------------

TENANT: The Summit National Bank,
a national banking association

ATTEST:

/S/ Xxxxxxx Xxxx By: /S/ Xxxx XxXxxxx
----------------------------------- ------------------------------------

Name (print): Xxxxxxx Xxxx Name: Xxxx XxXxxxx
--------------------- ------------------------------

/S/ Xxxxx Xxxxxxxxx Title: Exec. Vice President
----------------------------------- ------------------------------

Name (print): Xxxxx Xxxxxxxxx
---------------------

119

EXHIBIT F

LEGAL DESCRIPTION OF THE BUILDING

This Exhibit is attached to and made a part of the Lease dated June 16, 1995
by and between ZML-Paces Limited Partnership, a Delaware limited partnership
("Landlord"), by its agent Equity Office Properties, Inc., and The Summit
National Bank, a national banking association ("Tenant") for space in the
Building located at 0000 Xxxxx Xxxxx Xxxx, X.X., Xxxxxxx, Xxxxxxx 00000.

LEGAL DESCRIPTION

PHASE I

All that tract or parcel of land lying and being in Land Xxx 000, 00xx
Xxxxxxxx, 0xx Xxxxxxx, Xxxx Xxxxxx, Xxxxxxx and being more particularly
described as follows:

Beginning at an iron pin marking the point where the West Line of Land Lot 885
intersects the Northerly Right of Way of Paces Ferry Road, running thence N
03-35-05 E 785.04 feet along the West line of Land Lot 885 to an iron pin;
thence running S 36-40-00 E 39.02 feet to a point; thence S 00-23-55 E 194.18
feet to a point; thence N 89-35-05 E 263.36 feet to a point; thence S 00-23-54
E 273.22 feet to a point; thence running N 89-36-06 E 10-00 feet to a point;
thence S 00-23-54 E 62.50 feet to a point; thence S 16-10-26 E 36.34 feet to an
iron pin/ thence S 12-49-43 E 58.48 feet to an iron pin; thence running S
01-39-16 E 173.56 feet to an iron pin located on the Northerly Right of Way of
Paces Ferry Road; running thence Northwesterly along the Northerly Right of Way
of Paces Ferry Road (80' R/W) and following the curvature thereof an arc
distance of 294.04 feet (said arc having a radius of 1517.58 feet and being
subtended by a chord of N 85-01-07 W 293.58 feet) to a point; thence N
79-32-51 W 86.50 feet to an iron pin and the Point of Beginning. Said Parcel
containing 4.678 acres of land as shown on a plat prepared by Xxxxxx X. Pair &
Assoc. dated 5/17/84 last revised 9/3/85.

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EXHIBIT G

PARTIAL LIST OF TENANT'S PROPERTY

In addition to any Required Removables specified by Landlord and any other
items of Tenant's Property, the following personal property, fixtures and
equipment shall be removed by Tenant at the expiration or earlier termination
of the Lease or Tenant's right to possession and any damage caused by such
removal shall be repaired to the reasonable satisfaction of Landlord:

a. All furniture, art, movable equipment (proof machines, copiers,
computer equipment, teller machines, phone equipment, mail machines, file
cabinets, appliances, etc.), plants and supplies;

b. Drive-through window and bay equipment;

c. Vault and vault door;

d. Safe deposit boxes;

e. Security equipment;

f. Undercounter teller drawers; banking counters, and teller windows;

g. After hour depository; and

h. ATM machine and attachments.

IN WITNESS WHEREOF, Landlord and Tenant have entered into this exhibit to
Lease as of the date first written above.

LANDLORD: ZML-Paces Limited Partnership,
a Delaware limited partnership

ATTEST: BY: EQUITY OFFICE PROPERTIES
INC. as agent

/S/ Xxxxx X. Xxxxxx By: /S/ Xxxxx Xxxxxxxxxx
----------------------------------- ------------------------------------

Name (print): Xxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxxxx
----------------------

/S/ X. Xxxxxxx Title: Vice President
-----------------------------------

Name (print): Xxxxxxx Xxxxxxx
----------------------

TENANT: The Summit National Bank,
a national banking association

ATTEST:

/S/ Xxxxxxx Xxxx By: /S/ Xxxx XxXxxxx
----------------------------------- ------------------------------------

Name (print): Xxxxxxx Xxxx Name: Xxxx XxXxxxx
---------------------- -------------------------------

/S/ Xxxxx Xxxxxxxxx Title: Exec. Vice President
----------------------------------- ------------------------------

Name (print): Xxxxx Xxxxxxxxx
----------------------

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