<PAGE>   1
                                                                    EXHIBIT 10AL

                       [W.C. & A. N. MILLER LETTERHEAD]


October 16, 1995

Palmer National Bank
ATTN: Mr. Jack Connor
4900 Massachusetts Ave N. W.
Suite S100
Washington, D.C. 20016

RE: ESTOPPLE CERTIFICATE

Dear Mr. Connor:

The W.C. & A.N. Miller Companies is finalizing a refinance of 4900 Massachusetts
Avenue, N.W. Our lender, The Riggs National Bank of Washington, D.C., has
requested that our tenants verify to them the basic terms of your lease
agreement. Therefore, enclosed is an Estopple Certificate defining the basic
terms and conditions of our lease arrangement with you. Your cooperation in
reviewing and executing this document expeditiously is earnestly requested. I,
therefore, ask that you return the executed document within five (5) days of
the receipt requested.

This document should be executed by all authorized officer of your company;
however, it does not require the signatures of all parties to the Lease. I have
attached a copy of your Lease clause(s) pertaining to the Lease Commencement
and/or Rent commencement for your convenience.

If you have any questions regarding this matter, please contact me at (202)
895-2718. Again, your expeditious review and execution of this document is
greatly appreciated. Thank you for your cooperation in this matter.


Sincerely,


/s/ WILLIAM C. MILLER
-------------------------------
William C. Miller
Vice President

WCM:mnk

Enclosure
<PAGE>   2
                             ESTOPPEL CERTIFICATE

    THE PALMER NATIONAL BANK, ("Tenant") the Tenant of Premises at 4900
Massachusetts Avenue, N.W., Washington D.C. under a Lease dated September
30, l991, ("Lease"), by and between Tenant and W.C. & A.N. Miller Companies,
("Landlord"), upon request of the Landlord hereby certifies that:

               a.) The Lease is unmodified and in full force and effect.

               b.) Tenant has no defenses, offsets or counterclaims against its
                   obligations to pay the fixed rent and additional rent and to
                   perform its other covenants under the Lease.

               c.) There are no uncured defaults of Landlord or Tenant under
                   the Lease.

               d.) The Commencement Date as defined in the Lease is March 13,
                   1992.

               e.) Fixed rent, additional rent and other charges commenced to
                   accrue on March 13, 1992, and have been paid thru October 31,
                   1995.

This Certificate is delivered to THE RIGGS NATIONAL BANK OF WASHINGTON, D.C, and
may be relied on by it.

The party executing this letter on behalf of Tenant is fully authorized and
empowered to do so.

TENANT: THE PALMER NATIONAL BANK

/s/ JOHN CONNOR                                 10/16/95
-------------------------------               -------------
John Connor,  Vice President &
name & title:    Branch Manager                   Date


The undersigned hereby acknowledges and agrees with the foregoing certification
this _____ day of October, 1995.



LANDLORD:     W.C. & A.N. MILLER COMPANIES




----------------------------------               -------------
Edward J. Miller, Jr., President                      Date
<PAGE>   3
                                      LEASE
                                     BETWEEN


                    W.C. AND A.N. MILLER DEVELOPMENT COMPANY,
                                    LANDLORD


                                       AND

                            THE PALMER NATIONAL BANK,
                                     TENANT

                            DATED: SEPTEMBER 30, 1991
<PAGE>   4
<TABLE>
<S>               <C>     <C>                                                 <C>
ARTICLE I                 REFERENCE DATA
                  1.1     Subjects Referred To..............................   3
                  1.2     Exhibits..........................................   4
ARTICLE II                PREMISES AND TERM
                  2.1     Premises..........................................   5
                  2.2     Term..............................................   5
ARTICLE III               TENANT IMPROVEMENTS
                  3.1     Initial Construction..............................   5
                  3.2     Preparation of Premises for Occupancy.............   7
                  3.3     Acceptance of Premises............................   8
                  3.4     Construction Subsequent to Initial
                               Occupancy....................................   8
                  3.5     Representatives...................................   8
ARTICLE IV                RENT
                  4.1     Rent..............................................   8
                  4.2     Operating Cost Escalation.........................   9
                  4.3     Estimated Monthly Escalation Payments.............  11
                  4.4     Payments..........................................  11
                  4.5     Rent Abatement....................................  11
ARTICLE V                 LANDLORD'S COVENANTS
                  5.1     Landlord's Covenants During the Term..............  12
                  5.2     Interruptions.....................................  12
ARTICLE VI                TENANT'S COVENANTS
                  6.1     Tenant's Covenants During the Term................  13
                  6.2     Electrical and HVAC Capacity......................  18
ARTICLE VII               CASUALTY AND TAKING
                  7.1     Casualty and Taking...............................  18
                  7.2     Reservation of Award..............................  19
ARTICLE VIII              RIGHTS OF MORTGAGE
                  8.1     Priority of Lease.................................  19
                  8.2     Limitation on Mortgagee's Liability...............  20
                  8.3     No Payment or Modification, Etc...................  20
                  8.4     No Release of Termination.........................  20
ARTICLE IX                DEFAULT
                  9.1     Events of Default.................................  21
                  9.2     Tenant's Obligations After Termination............  21
ARTICLE X                 MISCELLANEOUS
                  10.1    Titles............................................  22
                  10.2    Notice of Lease...................................  22
                  10.3    Notice............................................  23
                  10.4    Bind and Inure....................................  23
                  10.5    No Surrender......................................  23
                  10.6    No Waiver, Etc....................................  23
                  10.7    No Accord and Satisfaction........................  23
                  10.8    Cumulative Remedies...............................  24
                  10.9    Partial Invalidity................................  24
                  10.10   Landlord's Right to Cure..........................  24
                  10.11   Estoppel Certificate..............................  24
                  10.12   Waiver of Subrogation.............................  25
                  10.13   Brokerage.........................................  25
                  10.14   Governing Law.....................................  25
                  10.15   Waiver of Jury Trial..............................  25
                  10.16   Entire Agreement..................................  25
                  10.17   Liability.........................................  25
                  10.18   Contents of Tenant's Safe Deposit Boxes...........  26
                  10.19   Kiosk or Drive Through Facility...................  26
                  10.20   Exterior and Lobby Signage........................  26
                  10.21   Consents..........................................  26
                  10.22   Measurement of Space..............................  26
</TABLE>


                                       2
<PAGE>   5
Date of Lease Execution September ______, 1991

                                    ARTICLE I
                                 REFERENCE DATA

1.1 SUBJECTS REFERRED TO:

    Each reference in this Lease to any of the following subjects shall be
construed to incorporate the data stated for that subject in this Section 1.1:

BUILDING:      4900 Massachusetts
               Avenue, N.W., Washington, D.C.

LANDLORD:  W.C. and A.N. Miller Development Company

MANAGING AGENT: W.C. and A.N. Miller Development Company

LANDLORD'S AND MANAGING AGENT'S ADDRESS:

               4315 50th Street, NW
               Washington, DC 20016

LANDLORD'S REPRESENTATIVE: Robert R. Miller 

TENANT: The Palmer National Bank

TENANT'S ADDRESS (FOR NOTICE AND BILLING):

               1667 K Street, NW
               Washington, DC 20006

TENANT'S REPRESENTATIVE: Webb C. Hayes, IV

LEASING BROKER: Barnes, Morris & Pardoe, Inc.

RENTABLE FLOOR AREA OF TENANT'S SPACE:          Approximately Three Thousand
                                                Five Hundred Sixteen (3,516)
                                                square feet. Upon completion
                                                of the Premises the space
                                                will be measured in
                                                accordance with the
                                                Washington DC Association of
                                                Realtors' Method of
                                                Measurement dated January 1,
                                                1989.

TOTAL RENTABLE FLOOR AREA OF THE BUILDING:      Approximately Thirty Two
                                                Thousand Four Hundred Ninety
                                                Nine (32,499) square feet.

TENANT'S DESIGN COMPLETION DATE:                Thirty (30) days following
                                                Lease Execution.

SCHEDULED TERM COMMENCEMENT DATE:               One Hundred Fifty (150) Days
                                                from the Lease Execution Date
                                                and approval by Landlord of
                                                Tenant's Plans whichever is
                                                later.

OUTSIDE DELIVERY DATE:         One Hundred Seventy (170) Days from the Lease
                               Execution Date and approval by Landlord of
                               Tenant's Plans whichever is later.



                                        3
<PAGE>   6
TERM EXPIRATION DATE:          Ten (10) Years from the Lease Commencement
                               Date.

APPROXIMATE TERM:              Ten (10) Years.

ANNUAL RENT:          Twenty Dollars ($20.00) per square foot, (subject to
                      adjustment as provided in Section 4.1).

ANNUAL ESTIMATED OPERATING COSTS: $______________

FISCAL YEAR (for operating cost
         escalation): October 1 through September 30

TENANT IMPROVEMENT REIMBURSEMENT TO LANDLORD:

                  Landlord shall contribute to Tenant, improvement costs in an
                  amount equal to $40.00 per net rentable square foot above the
                  Landlord's shell as further defined in Exhibit H. The cost of
                  Tenant Work required to be paid by Tenant and in excess of
                  such $40.00 per net rentable square foot allowance is referred
                  to as the Tenant Improvement Reimbursement.

PERMITTED USE: Banking and Financial Services Branch Office and other lawful
               office and retail uses excluding a Pharmacy subject to Landlord's
               consent which consent shall not be unreasonably withheld,
               conditioned or delayed.

PRIME RATE:   The Base Rate of interest charged from time to time by Palmer
              National Bank, or its successor, on commercial loans having a
              90-day duration.

PUBLIC LIABILITY INSURANCE:     BODILY INJURY: Five Hundred Thousand
                                               Dollars ($500,000.00)

                                PROPERTY DAMAGE: Five Hundred Thousand
                                                 Dollars ($500,000.00)

SPECIAL PROVISIONS:   One Million Dollars ($1,000,000.00) Commercial
                      Liability Umbrella Insurance.


1.2   EXHIBITS

      The exhibits listed below in this section are incorporated in this Lease
by reference and are to be construed as part of this Lease:

<TABLE>
<S>              <C>       <C>
      EXHIBIT     A         Tenant's Space in the Building.
      EXHIBIT     B         Plans and Specifications for Tenant Space.
      EXHIBIT     C         Parking as Additional Premises.
      EXHIBIT     D         Landlord's Services.
      EXHIBIT     E         Rules and Regulations.
      EXHIBIT     F         Estoppel Certificate.
      EXHIBIT     G         Option to Renew.
      EXHIBIT     H         Landlord Contribution and Improvements.
      EXHIBIT     I         Conditional Comptroller Approval.
      EXHIBIT     J         Lease Confirmation Agreement.
</TABLE>


                                        4
<PAGE>   7
                                   ARTICLE II
                                PREMISES AND TERM

2.1   Premises.

      Subject to and with the benefit of the provisions of this Lease and any
ground lease, Landlord hereby leases to Tenant, and Tenant lease from Landlord,
Tenant's Space in the Building, as shown on Exhibit A, measured in accordance
with Washington DC Association of Realtors' Method of Measurement dated January
1, 1989, and excluding the exterior faces of exterior walls, the common
facilities area and building service fixtures and equipment serving exclusively
or in common other parts of the Building. Tenant's Space in the Building, with
such exclusions, is hereinafter referred to as the "Premises."

      Prior to the Commencement Date, Tenant's architect shall provide, by
certified statement, to Landlord the actual rentable square footage contained in
the Premises, based upon field measurements and the Washington DC Association of
Realtors' Method of Measurement dated January 1, 1989, and such statement shall,
for all purposes of this Lease, set forth the rentable square footage to be used
for rent calculations. If the square footage is different then what is stated in
this Lease, then the square footage shall change to reflect the difference and
all other terms shall change in accordance with the new square footage.

      Tenant shall have, as appurtenant to the Premises, the right to use in
common with others entitled thereto, subject to reasonable rules of general
applicability to tenants of the Building from time to time made by Landlord: (a)
the common facilities included in the building or on the Lot, to the extent from
time to time designated by Landlord: and (b) the building service fixtures and
equipment serving the Premises.

      Landlord reserves the right from time to time, without unreasonable
interference with Tenant's use, (a) to install, repair, replace, use, maintain,
and relocate for service to the Premises and to other parts of the Building or
either, building service fixtures and equipment wherever located in the
Building, and (b) to alter or relocate any common facility provided that
substitution are substantially equivalent or better. All work shall be done
after prior reasonable notice to Tenant and with due regard for Tenant's
concerns regarding security and customer inconvenience. No construction or other
materials, tools or supplies will be stored in the Premises, and all fixtures,
equipment and facilities shall be concealed above existing ceilings or within
existing walls.

2.2   Term.

      The term of this Lease (the "Term") shall commence when the Premises are
deemed ready for occupancy as provided in Section 3.2 or, if no work is to be
done by Landlord pursuant to Article III, on the scheduled Term Commencement
Date (whichever of said dates is appropriate being hereafter referred to as the
"Commencement Date") and continuing until the Term Expiration Date, unless
sooner terminated, as provided in Section 3.2 or 7.1, in Article IX or in
Section 10.19.

                                   ARTICLE III
                               TENANT IMPROVEMENTS

3.1   Initial Construction.

      Landlord shall, on or before Tenant's Design Completion Date, provide to
Tenant for approval a complete sets of construction drawings and specifications
prepared at Landlord's expense by CHK, including but not limited to:


                                        5
<PAGE>   8
                        (a)   Furniture and equipment layout plans including
                              vault location;

                        (b)   Dimensioned partition plans;

                        (c)   Dimensioned electrical and telephone outlet plans;

                        (d)   Reflected ceiling plans;

                        (e)   Door and hardware schedules;

                        (f)   Room finish schedule including wall, carpet, and
                              floor tile colors;

                        (g)   Electrical and mechanical engineering plans;

                        (h)   All other necessary construction details and
                              specifications to complete the Tenant
                              improvements.

Tenant shall approve or disapprove of such drawings and specifications within
seven (7) days of Landlord's submittal thereof. If disapproved, Landlord shall
submit for Tenant's approval, within five (5) days of such disapproval,
corrected plans and specifications incorporating all of Tenant's required
changes.

      Upon Tenant's approval of the Plans prepared by CHK, such Plans shall be
incorporated as Exhibit B to this Lease. Except as provided below, all Tenant
improvements, alterations, changes and additions shall be performed by
Landlord's general contractor and Tenant shall pay the Tenant Improvement
Reimbursement, (as defined below), to Landlord which shall be due and payable,
as additional rent, on the Lease Commencement Date. Landlord will provide to
Tenant three (3) bids for approval of the General Contractor. Landlord, however,
reserves the right to select a Contractor which may not be the lowest bidder but
Landlord will only allocate to Tenant the lowest bidders price for determining
the Tenant Improvement Reimbursement costs. Landlord shall thereafter submit to
Tenant the Tenant Improvement Reimbursement amount which shall be due and
payable as provided below. All Tenant improvements, alterations, changes and
additions shall be performed by Landlord's general contractor and Tenant shall
pay thereof (x) the Tenant Improvement Reimbursement to Landlord and (y) an
additional amount equal to the cost of any changes from the specifications in
Exhibit B, including the cost to Landlord of the general contractor's overhead
and profit incurred in connection therewith, the total of which shall be due and
payable, as additional rent, on the Commencement Date. Landlord will not approve
any construction, alterations, or additions requiring unusual expense to readapt
the Premises to normal office use on lease termination or increasing the cost of
construction, insurance, or taxes on the Building or of Landlord's services
called for by Section 5.1 unless Tenant first gives assurances acceptable to
Landlord that such readaptation will be made prior to such termination without
expense to Landlord and makes provisions acceptable to Landlord for payment of
such increased cost. Landlord will also disapprove any alterations or additions
requested by Tenant which will delay completion of the Premises or the Building.
Except as provided in Section 6.1(b), all improvements, alterations, changes,
and additions shall be part of the Building other than such items as by writing
at the time of approval the parties agree either shall be removed by Tenant on
termination of this Lease, or shall be removed or abandoned at Tenant's
election. Specifically to include the vault, teller line, safety deposit
facility, drive through apparatus, fire suppression, structural repairs,
security system and all other non-structural items which are typical of the
Tenant's fit-up. These items may be left at the election of the Tenant but if
removed, Tenant must yield-up and repair the damage done to the Premises caused
by said removal, normal wear and tear accepted.

      Tenant's interior furnishings, including the specification, coordination,
supply and installation of furniture, furnishings, telephones, and movable
equipment, will be the sole responsibility of Tenant. All of Tenant's
construction, installation of furnishings, and later changes or additions shall
be coordinated with any work being performed by Landlord in such manner as to
maintain harmonious labor

                                        6
<PAGE>   9
relations and not damage the Building or Lot or interfere with Building
operations.

3.2   Preparation of Premises for Occupancy.

      Landlord agrees to use best efforts to have the Premises ready for
occupancy on or before the Scheduled Term Commencement Date, which shall,
however, be extended for a period equal to that of any delays due to government
regulations, unusual scarcity of or inability to obtain labor or materials,
labor difficulties, casualty, or other causes reasonably beyond Landlord's
control. The Premises shall be deemed ready for occupancy on the earlier of:

      (a)   the date on which Tenant occupies all or any part of the Premises;

      (b)   the date on which the Tenant improvements are substantially
            completed as certified by Landlord's architect; The Premises shall
            be substantially complete when (i) the CHK determines that the
            Tenant Work has been constructed in accordance with the Plans and
            (ii) all necessary approvals from the DC Government (ie: building,
            fire marshall, plumbing and electrical inspections) have been
            obtained by Landlord and the Premises is ready for the Tenant to
            apply for a Certificate of Occupancy. Landlord will use all
            reasonable efforts to assist the Tenant in procuring the Certificate
            of Occupancy. Notwithstanding the condition in item (i), the
            Premises may be considered substantially complete even though there
            remain to be completed minor punch list items reasonably acceptable
            to Landlord and Tenant, including, but not limited to, minor or
            insubstantial details of construction, decoration or mechanical
            adjustments, the lack of completion of which will not materially
            interfere with Tenant's use and occupancy of the Premises;

provided, however, that if Landlord is unable to complete construction due to
changes in the Tenant plans after approval thereof or due to any item which
Landlord identifies, prior to Tenant Plan approval, as a long lead-time item,
(Landlord hereby agreeing that, provided Tenant is diligently providing the
expeditious delivery of the vault and vault door, such items shall not for
purposes of this provision be considered long lead-time items) then the Premises
shall be deemed ready for occupancy no later than the Scheduled Term
Commencement Date.

      In the event of Tenant's failure to comply with the provisions of Section
3.1 of this Lease requiring Tenant to submit information or to deliver
construction drawings and specifications which meet Landlord's approval,
Landlord may, at Landlord's option, exercisable by notice to Tenant, terminate
this Lease on the date specified in said notice to Tenant, and upon such
termination Landlord shall have all the rights provided in event of Tenant's
default in Article IX of this Lease. Landlord may, at Landlord's option, make
said decision for Tenant, instead of terminating the Lease as stated above.
Notwithstanding the foregoing provisions, if the Premises are not deemed ready
for occupancy on or before the Outside Delivery Date for whatever reason, other
than delay in delivery of Tenant long-lead items (including the vault), and
provided that Tenant is not in default hereunder and complied with the
provisions of Section 3.1 hereof, Tenant may elect to cancel this Lease at any
time thereafter while the Premises are not deemed ready for occupancy by giving
notice to Landlord of such cancellation which shall be effective twenty (20)
days after the date of such notice, it being understood that said election shall
be Tenant's sole remedy at law or in equity for Landlord's failure to have the
Premises ready for occupancy. Such notice shall be null and void if

                                        7
<PAGE>   10
the Premises become ready for occupancy prior to the expiration of twenty (20)
days after the date of such notice.

3.3   Acceptance of Premises.

      Landlord's obligations under Section 3.1 shall be deemed to have been
performed when the conditions set forth in Section 3.2 (a) or (b) have been
satisfied. If Tenant shall not have commenced to occupy the Premises for the
Permitted Uses within 30 days after they are deemed ready for occupancy as
provided in Section 3.2, a certificate of completion by the architect or
registered engineer shall be conclusive evidence that Landlord has performed all
such obligations except for items stated in such certificate to be incomplete or
not in conformity with such requirements.

3.4   Construction Subsequent to Initial Occupancy.

      Tenant shall not make or permit any changes, alterations, improvements or
additions to the Premises without first obtaining Landlord's prior written
consent, which consent shall be in Landlord's sole and absolute discretion, as
it relates to structural and mechanical items. Landlord will provide its
reasonable consent, which consent shall not be withheld, conditioned or delayed
as it relates to non-structural and non-mechanical items which are primarily
decorative in nature. Tenant understands and agrees that Landlord's consent may
be conditioned upon Tenant's use of Landlord's contractor or another contractor
approved by Landlord to perform any such changes, alterations, improvements or
additions.

3.5   Representatives.

      Each party authorizes the other to rely in connection with their
respective rights and obligations under this Article III upon the written
approval and other actions on the party's behalf by Landlord's Representative in
the case of Landlord or Tenant's Representative in the case of Tenant or by any
person designated in substitution or addition by notice to the party relying.

                                   ARTICLE IV
                                      RENT

4.1   Rent.

      Tenant agrees to pay, without any offset, demand or reduction whatever
(except as made in accordance with the express provisions of this Lease), to
Landlord, rent equal to 1/12th of the Annual Rent in equal installments in
advance on the first day of each calendar month included in the Term ("Monthly
Annual Rent"); and for any portion of a calendar month at the beginning or end
of the Term, at the rate of one-thirtieth (1/30th) of the Monthly Annual Rent
for each day, in advance.

      The Annual Rent shall be increased ("Annual Rent Bump"), effective on the
following anniversaries of the Lease Commencement Date to be equal to the
amounts as follows:

      Third Anniversary       Twenty Two Dollars ($22.00)
                              per net rentable square foot.

      Fifth Anniversary       Twenty Four Dollars ($24.00)
                              per net rentable square foot.

      Seventh Anniversary     Twenty Six Dollars ($26.00)
                              per net rentable square foot.


                                   8
<PAGE>   11
      Ninth Anniversary       Twenty Eight Dollars ($28.00)
                              per net rentable square foot.

      Additionally, commencing with the second (2nd) Lease Year, Tenant shall
pay as Additional Rent an amount equal to the Annual Rent times the product
obtained by multiplying (x) 50% times (y) the product of (i) the Consumer Price
Index for all Urban Consumers, All Items, as published by the Bureau of Labor
Statistics of the U.S. Department of Labor for the Washington, D.C. SMSA (base
year 1982-1984 = 100) for the bi-monthly period most recently prior to the
applicable anniversary or adjustment date ("CPI New") less the CPI published for
the bi-monthly period in the corresponding calendar month twelve months earlier
("CPI Old") divided by (ii) CPI Old, except that for purposes of this paragraph
only the "Annual Rent" shall be deemed to include all prior Additional Rent in
respect of CPI. For example, if the CPI published most recently prior to the
first anniversary were 166 and the CPI published twelve months earlier were 173,
the Additional Rent in respect of CPI effective for the second lease year would
be $2,965.30) (ie, $70,320.00 Annual Rent times [(173-166)/166]. In the next
lease year, the "Annual Rent" for purposes of the CPI calculation would be
$73,285.30 (ie, the true Annual Rent of $70,320.00 plus the prior CPI Additional
Rent of $2,965.30). If the actual increase in the CPI index is less than 2%,
then the increase in the CPI index shall be deemed to be 2%, if the index
increase is greater than 5%, then the index increase shall be deemed to be 5%.
However, in no event shall the Additional Rent, as computed above, be less than
the prior year's Rent. If such Consumer Price Index should cease to be
published, the most comparable governmental index published in lieu thereof
shall be used. The term Annual Rent shall mean the Annual Rent in effect as of
the date such increase is computed.

4.2   Operating Cost Share.

      With respect to each Fiscal Year, or fraction thereof, during the Term
hereof, Tenant shall pay to Landlord, as additional rent, Operating Cost Share
(as defined below). The Operating Cost Share shall be paid annually in arrears
on or before the thirtieth day following receipt by Tenant of Landlord's
Statement (as defined below), except that Landlord may (but shall not be
required to) estimate the Operating Cost Share before or during such Fiscal Year
(not more than once in the aggregate in respect of any one Fiscal Year), and in
that event, Tenant shall pay an Estimated Monthly Share Payment (as defined in
Section 4.3 below), subject to subsequent adjustment upon determination of the
Operating Cost Share for that Fiscal Year.

      As soon as practicable after the end of each Fiscal Year ending during the
Term and after Lease termination, Landlord shall render a statement ("Landlord's
Statement") in reasonable detail and according to usual accounting practices
certified by Landlord and showing the preceding Fiscal Year or fraction thereof,
as the case may be, all costs of Landlord incurred in the operation and
maintenance of the Building and the Lot ("Landlord's Operating Costs"), which
shall include without limitation: real estate taxes on the Building and Lot;
landscaping; parking lot maintenance; snow removal; trash hauling; insurance;
window cleaning and all other allocable expenses which relate to the Common Area
of the Building. In connection with the computation under this Section 4.2, in
the event that the Building is less than ninety-five percent (95%) occupied for
any Fiscal Year, then the Landlord's Operating Costs for such year shall include
all additional costs, expenses and disbursements that Landlord reasonably
determines would have been incurred if the Building were at least ninety-five
percent (95%) occupied for the entire Fiscal Year. Landlord's Operating Costs
shall not include the interest and amortization on mortgages for the Building
and Lot or the cost of special services rendered to tenants (including Tenant)
for which a special charge is made, the cost of HVAC, electricity and cleaning
services provided to


                                        9
<PAGE>   12
office tenants under "Full Service" leases. Landlord's Statement shall also show
the average number of square feet of the Building which were vacant for the
preceding Fiscal Year or fraction thereof.

      "Operating Cost Share" shall be equal to the product of (i) Landlord's
Operating Costs as indicated in Landlord's Statement and (ii) a fraction, the
numerator of which shall be the Rentable Floor Area of Tenant's Space and the
denominator of which shall be the Total Rentable Floor Area of the Building less
one-half of the average number of such square feet as are vacant during such
Fiscal Year or fraction thereof (provided that the denominator shall not be less
than 90 percent of Total Rentable Floor Area of the Building).

      In the event that the Commencement Date is not the same date as the
beginning of a Fiscal Year, the Operating Cost Share for such first partial
Fiscal Year shall be adjusted by multiplying such Operating Cost Share by a
fraction, the numerator of which is the number of months or partial months in
the Term that were part of such Fiscal Year, and the denominator of which is 12.
In no event shall Operating Cost Share include Operating Costs incurred prior to
the Commencement Date.

      The term "real estate taxes" as used above shall mean all taxes of every
kind and nature assessed by any governmental authority on the Lot, the Building
and improvements, or both, which the Landlord shall become obligated to pay
because of or in connection with the ownership, leasing, and operation of the
Lot, the Buildings and improvements, or both, subject to the following: there
shall be excluded from such taxes all income taxes, excess profits taxes, excise
taxes, franchise taxes, estate, succession, inheritance, and transfer taxes,
provided, however, that if any time during the Term the present system of ad
valorem taxation of real property shall be changed so that in lieu of the whole
or any part of the ad valorem tax on real property there shall be assessed on
Landlord a capital levy or other tax on the gross rents received with respect to
the Lot, Building and improvements, or both, or a federal, state, county,,
municipal, or other local income, franchise, excise or similar tax, assessment,
levy or charge (distinct from any now in effect) measured by or based, in whole
or in part, upon any such gross rents, then any and all of such taxes,
assessments, levies, or charges, to the extent so measured or based, shall be
deemed to be included within the term "real estate taxes" which are directly
attributable to the Building or Lot. The foregoing includes a substitution of a
new or different basis of taxation, but, in such event, Landlord and Tenant
shall reasonably agree upon the basis for calculating Tenant's liability
therefor. In addition, in the event that the applicable municipal authority
adopts a gross receipts tax in lieu of the current tax system, then Tenant shall
be liable for its proportionate share of such tax as provided above, provided
that such tax shall not be in the nature of a net income tax.

      Landlord shall have the right from time to time (not more than twice
during the Lease Term) to change the periods of accounting under this Section
4.2 to any annual period other than Fiscal Year, and upon any such change all
items referred to in this Section shall be appropriately apportioned. In all
Landlord's Statements rendered under this Section, the accounting periods shall
be appropriately apportioned, and any items which are not determinable at the
time of a Landlord's Statement shall be included therein on the basis of
Landlord's estimate, and with respect thereto Landlord shall render promptly
after determination a supplemental Landlord's Statement, and appropriate
adjustment shall be according thereto. All Landlord's Statements shall be
prepared on an accrual basis of accounting.

      Notwithstanding any other provision of this Section 4.2, if the Term
expires or is terminated as of a date other than the last day of the Fiscal
Year, then for such fraction of a Fiscal Year or the end of the


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<PAGE>   13
Term, Tenant's last payment to Landlord under this Section 4.2 shall be made on
the basis of Landlord's best estimate of the items otherwise includable in
Landlord's Statement and shall be made on or before the later of (a) 10 days
after Landlord delivers such estimate to Tenant or (b) the last day of the Term,
with an appropriate payment or refund to be made upon submission of Landlord's
Statement.

4.3   Estimated Monthly Cost Share Payments.

      If, with respect to any Fiscal Year or fraction thereof during the Term,
Landlord estimates that Tenant will be obligated to pay Operating Cost Share,
then, at Landlord's option, Tenant shall pay, as additional rent, on the first
day of each month of such Fiscal Year, together with Monthly Annual Rent, an
Estimated Monthly Escalation equal to 1/12th of Landlord's estimated Operating
Cost Share for the respective Fiscal Year, with an appropriate additional
payment or refund to be made within 30 days after Landlord's Statement for such
Fiscal Year is delivered to Tenant. In no event may Landlord's estimate for any
Fiscal Year exceed the actual charges to Tenant for the prior Fiscal Year
increased by 105% of the increase in the CPI index for such prior Fiscal Year.
In the event that it is determined at any time, including after the expiration
of the Term, that Tenant's payments of Monthly (of Estimated Monthly) Cost Share
Payments exceeded the actual amount of Tenant's Operating Cost Share for the
applicable period, then Landlord shall refund the difference to Tenant within
fifteen (15) days following such determination. Tenant shall have the right to
audit Landlord's books and records from time to time and in the event that such
audit shall reveal that Tenant's payments of its Operating Cost Share have
exceeded Tenant's actual liability therefor, then Landlord shall reimburse
Tenant for the overpayment within fifteen (15) days following Tenant's request
therefor; provided, however, that if such overpayment exceeds three percent (3%)
of Tenant's actual liability, then, in addition to reimbursement of the
overpayment, Landlord shall reimburse Tenant's reasonable costs incurred in
connection with such audit, together with, in the event such overpayment exceeds
five percent (5%), interest thereon at the Prime Rate. Tenant's right to a
refund shall survive the expiration or other termination of the Lease. If
Landlord's Statement of reconciliation for any Fiscal Year is not delivered to
Tenant within one hundred fifty (150) days following the end of such Fiscal
Year, then Tenant's Cost Share Payment will be divided into twelve (12) equal
parts and added to the then current rent.

4.4   Payments

      All payments of Annual Operating Cost Shares, Estimated Monthly Cost Share
Payments and all other additional rent shall be made to the Managing Agent, or
to such other person as Landlord may from time to time designate. If any
installment of Annual Rent, Operating Cost Share, Estimated Monthly Cost Share
Payments or other additional rent is paid more than 5 days after the due date
thereof, Tenant shall pay to Landlord, as additional rent, a late penalty equal
to five percent (5%) of the amount of such installment, and such installment
shall bear interest from such due date at the Prime Rate in effect as of such
due date, which interest and penalty shall be immediately due and payable as
further additional rent. The foregoing notwithstanding, neither the late penalty
nor the late interest shall apply to any non-regularly (ie, monthly) scheduled
payment unless Tenant has failed to pay same within thirty (30) days following
Tenant's receipt of Landlord's written request therefor.

4.5   Rent Abatement.

      The Base Rental shall be abated for the first month of each year of the
Lease for a total of ten (10) months abatement. In the first year, the Rental
Abatement shall be the first month of occupancy by the Tenant.


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<PAGE>   14
                                    ARTICLE V
                              LANDLORD'S COVENANTS


5.1   Landlord's Covenants During the Term.

      During the Term of this Lease, and provided Tenant is not declared in
default pursuant to Article IX and observes all other terms and conditions of
this Lease, Landlord covenants as follows:


      (a)   Building Services - To furnish, through Landlord's employees or
            independent contractors, the services listed in Exhibit D;

      (b)   Additional Building Services - To furnish, through Landlord's
            employees or independent contractors, reasonable additional Building
            operation services upon reasonable advance request of Tenant at
            rates from time to time established by Landlord to be paid by
            Tenant;

      (c)   Repairs - Except as otherwise provided in Article VII, to make such
            repairs to the roof, exterior walls, floor slabs, and common
            facilities of the Building as may be necessary to keep them in
            serviceable condition. Landlord shall, at its sole cost and expense
            except as provided under Article 4.2, maintain in good repair and
            working order, and make all repairs, replacements and restorations
            to, the Building and all parts of the Building which are required in
            the normal maintenance, operation and use of the Building,
            including, but not limited to, the structural elements, mechanical,
            plumbing and electrical systems, walkways, paths, landscaping,
            exterior walls and roof, glazing and interior common area walls,
            floors and ceilings. Additionally, (x) Landlord shall be responsible
            for making any improvements or repairs to the Building or Premises
            required by any governmental laws, rules or regulations, and for
            making repairs to the structural portions of the Premises and the
            mechanical, electrical, plumbing systems therein, but (y) Tenant
            shall be responsible for making any improvements or repairs to the
            Premises necessitated by Tenant's particular (as opposed to general
            office) use of same; and

      (d)   Quiet Enjoyment - That Landlord has the right to make this Lease and
            that Tenant shall peacefully and quietly have, hold, and enjoy the
            Premises throughout the Term without any manner of hindrance or
            molestation from Landlord or anyone claiming under Landlord, subject
            however to all the terms and provisions hereof (including Landlord's
            rights and remedies upon an Event of Default by Tenant).

5.2   Interruptions.

      Landlord shall not be liable to Tenant for any compensation or reduction
of rent by reason of inconvenience or annoyance or for loss of business arising
from power losses or shortages, heating and air conditioning interruptions, or
from the necessity of Landlord's entering the Premises for any of the purposes
in this Lease authorized, or from repairing the Premises or any portion of the
Building or lot. If Landlord is prevented or delayed from making any repairs,
alterations, or improvements, or furnishing any service or performing any other
covenant or duty to be performed on Landlord's part, Landlord shall not be
liable to Tenant thereof, nor, except as expressly otherwise provided in Article
VII,

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<PAGE>   15
shall Tenant be entitled to any abatement or reduction of rent by reason
thereof, nor shall the same give rise to a claim in Tenant's favor that such
failure constitutes actual or constructive, total or partial, eviction from the
Premises. The foregoing notwithstanding, Landlord agrees that in the event that
an interruption occurs due to the gross negligence or willful misconduct of
Landlord, it's agents, servants, employees or licensees which shall render all
or a substantial portion of the Premises untenantable or unusable for the
purpose for which they are leased such that Tenant shall be required to cease
operating its business therein, or shall be required to make material changes in
all or any material part of its operation (eg, to discontinue a significant
banking service or function), and provided further that such gross negligence or
willful misconduct continues substantially uncured, unremedied and/or unabated
for a period of more than five (5) business days following Landlord's receipt of
written notice thereof from Tenant (herein a "Service Failure"), then, in such
event, twenty-five percent (25%) of the Rent shall be equitably abated
(generally based upon the amount of the Premises rendered so untenantable or
unusable) commencing upon the sixth (6th) business day following Landlord's
receipt of such notice and continuing until the day that Tenant may once again
fully use the Premises for the purpose for which they were leased and fully
resume operations; provided, however, that if such gross negligence or willful
misconduct continues substantially uncured, unremedied and/or unabated for a
period of more than ten (10) business days following Landlord's receipt of such
notice, then one hundred percent (100%) of the Rent shall so equitably abate;
and provided further, however, that if such gross negligence or willful
misconduct continues substantially uncured, unremedied and/or unabated for a
period of more than sixty (60) calendar days following Landlord's receipt of
such notice, then Tenant may terminate this Lease upon written notice to
Landlord (such termination to be effective, at Tenant's option, at any time
within ninety (90) days following the date of the termination notice); and,
provided, however, if Landlord is diligently pursuing a cure said period can be
extended for an additional period of ten (10) days; and in addition, if such
gross negligence and willful misconduct, or the failure to cure, remedy or abate
same, were the result of bad faith, willful misconduct or intentional gross
negligence, then Tenant may bring an appropriate action for damages.

      Landlord reserves the right to stop any service or utility system when
necessary by reason of emergency or subject to the preceding paragraph,
accident, provided, however, Landlord shall diligently pursue said remedy.
Except in case of emergency repairs, Landlord will give Tenant reasonable
advance notice of any contemplated stoppage and will use best efforts to avoid
unnecessary inconvenience to Tenant by reason thereof.

                                   ARTICLE VI
                               TENANT'S COVENANTS


6.1   Tenant's Covenants During the Term.

      Tenant covenants during the Term and such further time as Tenant occupies
any part of the Premises:

      (a)   Tenant's Payments - To pay when due (a) all Annual Rent, Operating
            Cost Escalations, Estimated Monthly Escalation Payments and all
            other additional rent, (b) all taxes which may be imposed on
            Tenant's personal property in the Premises (including, without
            limitation, Tenant's fixtures and equipment) regardless to whomever
            assessed, (c) all charges by public utility for telephone,
            electricity, water and sewer and other utility services (including
            service inspections thereof) rendered to the Premises not


                                       13
<PAGE>   16
            furnished by Landlord and (d) as additional rent, all charges of
            Landlord for services rendered pursuant to Section 5.1.B hereof;

      (b)   Repairs and Yielding Up - To keep the Premises in good order,
            repair, and condition, reasonable wear only excepted (except as
            otherwise provided in Article VII and Section 5.1(c)); and at the
            expiration or termination of this Lease peaceably to yield up the
            Premises and, subject to Section 3.1, all changes and additions
            therein in such order, repair, and condition, first removing all
            goods and effects of Tenant and any items, the removal of which is
            required by agreement or specified therein to be removed at Tenant's
            election and which Tenant elects to remove, and repairing all damage
            caused by such removal and restoring the Premises and leaving them
            clean and neat, it being specifically agreed that Tenant shall
            remove all non-structural improvements to the Premises, including,
            but not limited to, teller stations, automatic teller machines,
            night depository, safe deposit boxes and contents thereof,
            undercounter equipment, counters, cameras and the vault, and Tenant
            shall repair any damage to the Premises caused thereby;

      (c)   Occupancy and Use - Continuously from the Date of Occupancy, to use
            and occupy the Premises only for the Permitted Use; and not to
            injure or deface the Premises, Building, or Lot; and not to permit
            in the Premises any auction sale (except for UCC or similar sales in
            the course of Tenant's business), or the emission from the Premises
            of any objectionable noise or odor; nor to use the Premises,
            Building or Lot for any use or purpose which is improper, offensive,
            contrary to law, ordinance, regulation or order of any
            public authority, or which may invalidate or increase the premiums
            for any insurance on the Building or its contents or render
            necessary any alteration or addition to the Building;

      (d)   Rules and Regulations - To comply, together with its agents,
            employees, contractors, invitees, licensees, customers, clients and
            guests, with the Rules and Regulations set forth in Exhibit E, and
            all other reasonable Rules and Regulations hereafter made by the
            Landlord (after Tenant has been given notice of such other Rules and
            Regulations), and provided that same are reasonable,
            non-discriminatory and are enforced on a uniform basis, for the care
            and use of the Premises, the Building and the Lot and their
            facilities and approaches, it being understood that Landlord shall
            not be liable to tenant for the failure of other tenants of the
            Building to conform to such Rules and Regulations;

      (e)   Safety Appliances, Licenses - To keep the Premises equipped with all
            safety appliances required by law or ordinance or any other rule,
            regulation or order of any public authority because of any use made
            by Tenant and to procure all licenses and permits so required
            because of such use, it being understood that the foregoing
            provisions shall not be construed to broaden in any way Tenant's
            Permitted Use, and it being further understood that Landlord shall
            be solely responsible for compliance with all laws, installation of
            all safety devices and obtaining all permits, licenses and/or
            approvals required generally in connection with office and/or retail
            space,


                                       14
<PAGE>   17
            or required by any law, rule or regulation in effect on the date
            hereof (even if such law, rule or regulation does not require
            compliance until some future date or the occurrence of some future
            event, eg, the Americans With Disabilities Act), Tenant's
            responsibility being limited solely to new laws which apply
            particularly to Tenant's use and not to businesses or retail uses
            generally;

      (f)   Assignment and Subletting - Not to assign this Lease, to make any
            sublease, or to permit occupancy of the Premises or any part thereof
            by anyone other than Tenant, voluntarily or by operation of law,
            without the prior written consent of Landlord, such consent not to
            be unreasonably withheld, conditioned or delayed, it being
            understood that in no event shall Landlord consent to any such
            assignment, sublease, or occupancy if (i) the same is on terms more
            favorable or substantially below market rates to the successor
            occupant than to the then occupant, (ii) such successor occupant
            intends to use the Premises for any use other than the Permitted
            Use, (iii) the successor occupant is then a tenant in the Building,
            or (iv) the successor occupant is not, in Landlord's reasonable
            judgement, financially responsible and of good reputation; Tenant
            further covenants that, as additional rent, Tenant shall reimburse
            Landlord promptly for reasonable legal and other expenses incurred
            by Landlord in connection with any request by Tenant for consent to
            assignment or subletting, or in connection with any attempt to
            assign or sublet without Landlord's consent (in either case not to
            exceed $500.00 for approved and an unlimited amount for contested);
            no assignment or subletting shall affect the continuing primary
            liability of Tenant (which, following assignment, shall be joint and
            several with the assignee); no consent to any of the foregoing in a
            specific instance shall operate as a waiver in any subsequent
            instance; and if Tenant requests Landlord's consent to assign this
            Lease or sublet more than 50% of the Premises, Landlord shall have
            the option, exercisable by written notice to Tenant given within 10
            days after receipt of such request, to terminate this Lease as of a
            date specified in such notice which shall be not less than 90 or
            more than 120 days after the date of such notice; provided however,
            that in the event of the sale or other disposition of all of the
            voting stock of Tenant or Tenant's parent to a single transferee in
            a single transfer in a single transaction, such transfer, or in the
            event of a merger, consolidation or other corporate reorganization
            or similar change involving Tenant or Tenant's control none of such
            events shall not be considered an assignment or sublease for
            purposes of this subsection (f);

      (g)   Indemnity - To defend, with counsel acceptable to Landlord, save
            harmless, and indemnify Landlord from and against any liability,
            cost, damage, injury, loss, accident, or damage, claim or expense
            (including reasonable attorneys fees) for injury, loss, accident, or
            damage to any person or property and from any claims, actions,
            proceedings, expenses and costs in connection therewith (i) arising
            from the omission, fault, act, negligence, or other misconduct of
            Tenant, its agents, employees, contractors, invitees, licensees,
            customers, clients and guests or from any use made or thing done or
            occurring on the Premises not due to the gross negligence


                                       15
<PAGE>   18
            or willful misconduct of Landlord or Landlord's employees, agents or
            contractors or (ii) resulting from the failure of Tenant to perform
            and discharge its covenants and obligations under this Lease; it
            being understood and agreed that any such liability, cost, damage,
            claim or expense incurred by Landlord shall be deemed additional
            rent due and payable upon thirty (30) days written demand by
            Landlord;

      (h)   Tenant's Liability Insurance - To maintain public liability
            insurance in the Premises, not cancellable without 30 days written
            notice to Landlord, in amounts which shall, at the beginning of the
            Term, be at least equal to the limits set forth in Section 1.1 and
            from time to time during the Term, shall be for such higher limits,
            provided said limits in Section 1.1 are within the limits as set
            forth in the blanket policy of Tenant, if any, as are customarily
            carried in the area in which the Premises are located on property
            similar to the Premises and used for similar purposes and to furnish
            Landlord with a certificate thereof before taking possession of the
            Premises;

      (i)   Tenant's Workmen's Compensation Insurance - To keep all Tenant's
            employees working in the Premises covered by workmen's compensation
            insurance in statutory amounts and to furnish Landlord with a
            certificate thereof;

      (j)   Landlord's Right of Entry - To permit Landlord and Landlord's agents
            entry during normal banking hours to examine the Premises at
            reasonable times, and, if Landlord shall so elect, to make repairs
            or replacements subject to the other items hereof and provided that
            Landlord uses its best efforts to minimize interference with
            Tenant's business; to remove, at Tenant's expense, any changes,
            additions, signs, curtains, blinds, shades, awnings, aerials,
            flagpoles, or the like not consented to in writing (and where such
            consent was required); and to show the Premises to prospective
            tenants during the 12 months preceding expiration of the Term, and
            to prospective purchasers and mortgagees, at all reasonable times
            and upon reasonable prior notice during regular banking hours.
            Tenant shall install in the Premises its own security system, which
            shall be compatible with the security system of the Building.
            Landlord shall not be entitled to the keys or other access to
            Tenant's security system, but shall be able to gain access to the
            Premises twenty-four (24) hours per day, three hundred sixty-five
            (365) days per year. Prior to opening for business in the Premises,
            Tenant shall provide Landlord with the full names and home telephone
            numbers of three (3) responsible persons (such as Tenant's branch
            manger, assistant branch manager and security officer), one of whom
            shall always be available twenty-four (24) hours per day, whom
            Landlord may contact to obtain entry to the Premises, and Tenant
            shall update such names and telephone numbers throughout the Term of
            this Lease to the extent necessary. Tenant shall be granted access
            to the Premises three hundred sixty-five (365) days per year.

      (k)   Electricity Consumption - To provide for the separate metering of
            Tenant's electric consumption at the Premises, it being understood
            and agreed that Tenant shall be solely responsible for the payment
            of all electrical consumption


                                       16
<PAGE>   19
            on and about the Premises. Landlord shall install said electrical
            meter at Landlord's expense in addition to the Tenant allowance.

      (l)   Loading; Vibration; Noise - Not to place a load upon the Premises
            exceeding the greater of: (i) an average rate of 50 pounds of live
            load per square foot of floor area; or (ii) whatever the structural
            engineer determines the live load to actually be; and not to place
            or move any safe, vault, or other heavy equipment in, about, or out
            of the Premises except in such manner and at such times as Landlord
            shall in each instance reasonably approve, it being understood and
            agreed that Landlord shall, subject to its receipt and review of the
            Tenant plans, approve a vault, and one automatic teller machine and
            a night depository to be placed through the exterior wall of the
            Premises; not to place in the Premises business machines or
            mechanical equipment which cause vibration or noise that may be
            transmitted to the Building structure or to any other leased space
            in the Building, unless Tenant provides settings of cork, rubber,
            spring, or other types of vibration eliminators sufficient in
            Landlord's judgement to eliminate such vibration or noise; all
            approval with regard to this section shall be mutually agreeable by
            both Tenant and Landlord and such approval shall not be unreasonably
            withheld;

      (m)   Landlord's Costs - If Landlord shall, without any fault on its part,
            be made party to any litigation commenced by or against any parties
            in possession of the Premises or any part thereof claiming under
            Tenant, to pay, as additional rent, all costs including, without
            implied limitation, reasonable attorneys fees and expenses incurred
            by or imposed upon Landlord in connection with such litigation and,
            as additional rent, also to pay all such costs and fees incurred by
            Landlord in connection with the enforcement by Landlord of any
            obligations of Tenant under this Lease provided, however, that
            nothing in this Lease shall require Tenant to indemnify Landlord for
            any loss, cost, liability, claim, or expense arising in connection
            with Landlord's gross negligence or willful misconduct;

      (n)   Tenant's Property - Subject to the terms of Section 10.12, all the
            furnishings, fixtures, equipment, effects, and property of every
            kind, nature and description of Tenant and of all persons claiming
            by, through, or under Tenant which, during the continuance of this
            Lease or any occupancy of the Premises by Tenant or anyone claiming
            under Tenant, may be on the Premises or elsewhere in the Building or
            on the Lot shall be at the sole risk and hazard of Tenant, and if
            the whole or any part thereof shall be destroyed or damaged by fire,
            water, or otherwise, or by the leakage or bursting of water pipes,
            steam pipes, or other pipes, by theft, or from any other cause, no
            part of said loss or damage is to be charged to or to be borne by
            Landlord unless due to the willful misconduct or gross negligence of
            Landlord;

      (o)   Labor or Materialmen's Liens - To pay promptly when due the entire
            cost of any work done on the Premises by Tenant, its agents,
            employees, or independent contractors (it being understood that this
            shall not modify Landlord's absolute right to approve all work done
            in the Premises in accordance with Section 3.4 hereof); not to cause
            or


                                       17
<PAGE>   20
            permit any liens for labor or materials performed or furnished in
            connection therewith to attach to the Premises; and immediately to
            discharge any such liens within ten (10) days of the date Tenant has
            actual notice of the attachment of such lien;

      (p)   Holdover - To pay Landlord the then current rent, in the event of a
            consented holdover, and twice, in the event of an unconsented
            holdover, the total of the Annual and additional rent applicable for
            each month or portion Tenant shall retain possession of the Premises
            or any part thereof after the termination of this Lease, whether by
            lapse of time or otherwise, and also to pay all damages sustained by
            Landlord on account thereof; the provisions of this subsection shall
            not operate as a waiver by Landlord of any right of re-entry
            provided in this Lease; at the option of Landlord exercised by a
            written notice given to Tenant while such holding over continues,
            such holding over shall constitute and extension of this Lease for a
            period of one year; and

      (q)   Notice of Condition - To give Landlord prompt notice of any
            defective condition, which it is aware of or becomes aware of, in
            the plumbing or heating system or any electrical lines located in,
            servicing or passing through the Premises.

6.2   Electrical and HVAC Capacity.

      Subsequent to completion of initial work, Tenant's use of electrical
energy in the Premises shall not at any time exceed the capacity of (i) any of
the electrical conductors or equipment in or otherwise serving the Premises, or
(ii) the air conditioning and ventilation systems serving the Premises. In order
to insure that such capacity is not exceeded and to avert possible adverse
effect upon the Building electric service, Tenant shall not, without the prior
written consent, which consent shall not be unreasonably withheld, conditioned
or delayed, of the Landlord in each instance, connect to the building electric
distribution system any fixtures, appliances, or equipment which operate on a
voltage in excess of approximately 220 volts nominal or make any alteration or
addition to the electric or air conditioning and ventilation systems of the
Premises. Unless Landlord shall object to the connection of any such fixtures,
appliances or equipment, all additional risers or other equipment required
therefore shall be provided by Landlord, and the cost thereof shall be paid by
Tenant as additional rent upon Landlord's demand. In the event of any such
connection, Tenant agrees to pay as additional rent an amount which will reflect
the cost to Landlord of the additional service to be furnished by Landlord, such
increase to be effective as of the date of any such connection. If Landlord and
Tenant cannot agree thereon, such amount shall be conclusively determined by a
reputable independent electrical engineer or consulting firm to be selected by
Landlord and Tenant, and not regularly used by Landlord, and paid by Tenant.

                                   ARTICLE VII
                               CASUALTY AND TAKING

7.1   Casualty and Taking.

      If during the Term all or any substantial part of the Premises, the
Building, or Lot or any one of them, are damaged materially by fire or any other
cause or by action of public or other authority in consequence thereof or are
taken by eminent domain, this Lease shall terminate at Landlord's election,
which may be made, notwithstanding that Landlord's entire interest may have been
divested, by notice given to Tenant within 30


                                       18
<PAGE>   21
days after the occurrence of the event giving rise to the election to terminate,
which notice shall specify the effective date of termination which shall be not
less than 90 nor more than 120 days after the date of notice of such
termination. Tenant shall not exercise the foregoing right if the action does
not directly involve the Premises or access thereto unless (a) more than fifty
percent (50%) of the building is taken or destroyed by casualty, (b) fewer than
50% of the parking spaces remain reasonably available for use by Tenant and its
customers, (c) Tenant is no longer able to operate its drive-up or drive-through
in a manner reasonably acceptable to Tenant (it being understood that
restriction or redirection of access to same may constitute sufficient grounds
for termination by Tenant). If, in any such case, the Premises are rendered
untenantable and the Lease is not so terminated, Landlord shall use due
diligence to put the Premises, or, in case of taking, what may remain thereof
(excluding any items installed or paid for by Tenant which Tenant may be
required or permitted to remove) into proper condition for use and occupation to
the extent permitted by the net award of insurance or damages, and just
proportion of the Annual Rent and additional rent according to the nature and
extent of the injury shall be abated until the Premises or such remainder shall
have been put by Landlord in such condition; and in case of a taking which
permanently reduces the area of the Premises, a just proportion of the Annual
Rent and additional rent shall be abated for the remainder of the Term and an
appropriate adjustment shall be made to the Annual Estimated Operating Expenses.

      Anything contained in this Lease to the contrary notwithstanding, if any
damage to the Premises, the Building or both are caused by or result from the
negligent or intentionally tortious act or omission of Tenant, its agents,
employees, contractors, or invitees, there shall be no abatement or suspension
of rent as aforesaid, and, except as Tenant may be released from liability
pursuant to the provisions of Section 10.13 hereof, Tenant shall pay to Landlord
upon demand, as additional rent, the cost of (a) any repairs and restoration
made or to be made as the result of such damage or (b) if Landlord elects not
to restore the Building, any damage or loss which Landlord may incur as a result
of such damage.

7.2   Reservation of Award.

      Landlord reserves to itself any and all rights to receive awards made for
damages to the Premises, Building, or Lot and the leasehold hereby created, or
any one or more of them, accruing by reason of exercise of eminent domain.
Tenant hereby releases and assigns to Landlord all of Tenant's rights to such
awards, and covenants to deliver such further assignments and assurances thereof
as Landlord may from time to time request. It is agreed and understood, however,
that Landlord does not reserve to itself, and Tenant does not assign to
Landlord, any damages payable for (i) movable trade fixtures installed by Tenant
or anybody claiming under Tenant, at its own expense or (ii) relocation expanses
recoverable by Tenant from such authority.

                                  ARTICLE VIII
                               RIGHTS OF MORTGAGEE

8.1   Priority of Lease.

      This Lease is subject and subordinate to any mortgage or deed of trust now
or hereafter placed on the Lot or Building, or both (the "Mortgaged Premises"),
provided that the holder thereof may, at its option, agree to recognize the
rights of Tenant under this Lease and to accept Tenant as tenant of the Premises
under the terms and conditions of this Lease in the event of acquisition of
title by such holder through foreclosure proceedings or otherwise. Tenant and
its successors and assigns shall recognize the holder of such mortgage (and its
successors and


                                       19
<PAGE>   22
assigns and anyone purchasing the Mortgaged Premises at any foreclosure sale) as
Landlord in such event. Landlord shall prepare any documents that Tenant shall
be required to execute to confirm the foregoing recognition. Any such mortgage
to which this Lease shall be subordinated may contain such terms, provisions,
and conditions as the holder deems usual or customary. Landlord shall use it's
best efforts to obtain from any mortgagee under mortgage, now or hereafter
encumbering the Landlord or the Building, a non-disturbance agreement in such
mortgagee's standard form, in favor of the Tenant.

8.2   Limitation on Mortgagee's Liability.

      Upon entry and taking possession of the Mortgaged Premises for any purpose
other than foreclosure, the holder of a mortgage shall have all rights of
Landlord and, during the period of such possession, the duty to perform all
Landlord's obligations hereunder. During such period of possession or during any
period such holder shall enter and take possession of the Mortgaged Premises for
a purpose other than foreclosing a mortgage, no such holder shall be liable,
either as mortgagee or as holder of a collateral assignment of this Lease, to
perform or be liable in damages for failure to perform, any of the obligation of
Landlord. Upon entry for the purpose of foreclosing a mortgage, such holder
shall be liable to perform all of the obligations of Landlord, subject to the
provisions of Section 8.3, provided that a discontinuance of any foreclosure
proceeding shall be deemed a conveyance under the provision of Section 10.5 to
the owner of the equity of the Mortgaged Premises. The taking or assuming of
possession or control for more than sixty (60) days shall be deemed to be the
entry for the purposes of foreclosure and shall subject such Mortgagee as
"Landlord" hereunder as respects any obligations or liabilities or obligations
arising during such period of possession or control.

8.3   No Prepayment or Modification, Etc.

      No Annual Rent, additional rent, or any other charge shall be paid more
than ten days prior to the due dates thereof, and payments made in violation of
this provision shall (except to the extent that such payments are actually
received by mortgagee in possession or in the process of foreclosing its
mortgage) be a nullity as against such mortgagee, and Tenant shall be liable for
the amount of such payments to such mortgagee. No assignment of this Lease and
no agreement to make or accept any surrender, termination, or cancellation of
this Lease and no agreement to modify so as to reduce the rent, change the Term,
or otherwise materially change the rights of Landlord under this Lease, or to
relieve Tenant of any obligations or liability under this Lease, shall be valid
unless consented to in writing by Landlord's mortgagees who have given Tenant
written notice of their interest, if any.

8.4   No Release of Termination.

      No act or failure to act on the part of Landlord which would entitle
Tenant under the terms of this Lease, or by law, to be relieved of Tenant's
obligations hereunder or to terminate this Lease, shall result in a release or
termination of such obligations or a termination of this Lease unless (i) Tenant
shall have first given written notice of Landlord's act or failure to act to
Landlord's mortgagees who have given Tenant written notice of their interest, if
any, specifying the act or failure to act on the part of Landlord which could or
would give basis to Tenant's rights and (ii) such mortgagees, after receipt of
such notice, have failed or refused to correct or cure the condition complained
of within a reasonable time thereafter not to exceed sixty (60) days in the
aggregate, but nothing contained in this Section 8.5 shall be deemed to impose
any obligation on any such mortgagee to correct or cure any such condition.
"Reasonable time" as used above means and includes a reasonable time to


                                       20
<PAGE>   23
obtain possession of the Mortgaged Premises, if the mortgagee elects to do so,
and a reasonable time to correct or cure the condition, if such condition is
determined to exist not to exceed sixty (60) days in the aggregate.

                                   ARTICLE IX
                                     DEFAULT

9.1   Events of Default.

      If any default by Tenant continues, after notice is provided in accordance
with Section 10.3 hereof (i) in the payment of any installment of Annual Rent,
additional rent or any other monetary amount due hereunder, for more than ten
(10) days, or (ii) in the performance or observance of any non-monetary covenant
or obligation hereunder, for more than twenty (20) days and such additional
time, if any, as is reasonably necessary to cure such non-monetary default (but
in no event more than fifty (50) days) if the default is of such a nature that
it cannot be cured in twenty (20) days and provided that Tenant is diligently
seeking such cure; or (iii) if Tenant makes any assignment for the benefit of
creditors, commits any act of bankruptcy, or files a petition under any
bankruptcy or insolvency law, or if such a petition is filed against Tenant and
is not dismissed within ninety (90) days; or (iv) if a receiver or similar
officer becomes entitled to Tenant's leasehold hereunder and it is not returned
to Tenant within ninety (90) days, or if such leasehold is taken on execution or
other process of law in any action against Tenant then, and in any and each of
such cases, and except as provided in Exhibit C with respect to parking rent,
Landlord and the agents and servants of Landlord may, to the extent permitted by
law and in addition to and not in derogation of any remedies for any preceding
breach of covenant, immediately or at any time thereafter while such default
continues and without further notice and with or without process of law enter
into and upon the Premises or any part thereof in the name of the whole or mail
a notice of termination addressed to Tenant at the Premises and repossess the
same as Landlord's former estate and expel Tenant and those claiming through or
under Tenant and remove its and their effects (forcibly, if necessary) without
being deemed guilty of any manner of trespass and without prejudice to any
remedies which might otherwise be used for arrears of rent or prior breach of
covenant, and upon such entry or mailing as aforesaid, this Lease shall
terminate, but Tenant shall remain liable as hereinafter provided. Landlord
shall have a lien against all of Tenant's property in the Premises at the time
this Lease may be terminated pursuant to the provision of this Section 9.1, and
Tenant hereby waives all statutory rights (including, without limitation, rights
of redemption, if any) to the extent such rights may be lawfully waived, and
Landlord, without notice to Tenant, may store Tenant's effects and those of any
person claiming through or under Tenant at the expense and risk of Tenant and,
if Landlord so elects, may sell such effects at public auction or private sale
and apply the net proceeds to the payment of all sums due to Landlord from
Tenant if any, and pay over the balance, if any, to Tenant.

9.2   Tenant's Obligations After Termination.

      In the event that this Lease is terminated under any of the provisions
contained in Section 9.1 or shall be otherwise terminated for breach of any
obligation of Tenant, Tenant covenants to pay forthwith to Landlord, as
compensation, the excess of the total rent reserved for the residue of the Term
over the rental value of the Premises for said residue of the Term. In
calculating the rent reserved, there shall be included, in addition to the
Annual Rent and all additional rent, the value of all other consideration agreed
to be paid or performed by Tenant for said residue. Tenant further covenants as
additional and cumulative obligation after any such ending to pay punctually to
Landlord all the sums and perform all the


                                       21
<PAGE>   24
obligations which Tenant covenants in this Lease to pay and to perform in the
same manner and to the same extent and at the same time as if this Lease had not
been terminated. In calculating the amounts to be paid by Tenant under the next
covenant stated in the immediately preceding sentence, Tenant shall be credited
with any amount paid to Landlord as compensation as provided in the first
sentence of Section 9.2 and also with the net proceeds of any rents obtained by
Landlord by reletting the Premises, after deducting all Landlord's expenses in
connection with such reletting, including, without limitation, all repossession
costs, brokerage commissions, fees for all legal services and expense of
preparing the Premises for such reletting, it being agreed by Tenant that
Landlord may (i) relet the Premises or any part or parts thereof for a term or
terms which may at Landlord's option be equal to or less than or exceed the
period which would otherwise have constituted the balance of the Term and may
grant such concessions and free rent as Landlord in its sole judgement consider
advisable or necessary to relet the same, and (ii) to make such alterations,
repairs and decorations in the Premises as Landlord in its sole judgement
considers advisable or necessary to relet the same and no action of Landlord in
accordance with the foregoing or failure to relet or to collect rent under
reletting shall operate or be construed to release or reduce Tenant's liability
as aforesaid.

      So long as at least 12 months of the Term remain unexpired at the time of
such termination, in lieu of any other damages of indemnity and in lieu of full
recovery by Landlord of all sums payable under all the foregoing provisions of
this Section 9.2, Landlord may by written notice to Tenant, at any time after
this Lease is terminated under any of the provisions contained in Section 9.1,
or is otherwise terminated for breach of any obligation of Tenant and before
such full recovery, elect to recover, and Tenant shall thereupon pay, as
liquidated damages, an amount equal to the aggregate of the Annual Rent and
additional rent accrued under Article IV in the amount 12 months ended next
prior to such termination plus the amount of Annual Rent and additional rent of
any kind accrued and unpaid at the time of termination and less the amount of
any recovery by Landlord under the foregoing provisions of this Section 9.2 up
to the time of payment of such liquidated damages.

      Nothing contained in this Lease shall, however, limit or prejudice the
right of Landlord to prove and obtain in proceedings for bankruptcy or
insolvency, by reason of the termination of this Lease, an amount equal to the
maximum allowed by any statute or rule of law in effect at the time when, and
governing the proceedings in which, the damages are to proved, whether or not
the amount be greater, equal to, or less than the amount of the loss or damages
referred to above. Notwithstanding anything to the contrary contained in this
Section 9.2, Landlord agrees to use commercially reasonable efforts to mitigate
its damages.

                                    ARTICLE X
                                  MISCELLANEOUS

10.1  Titles.

      The titles of the Articles are for convenience and are not to be
considered in construing this Lease.

10.2  Notice of Lease.

      Upon request of either party, both parties shall execute and deliver,
after the Term begins, a short form of this Lease and if this Lease is
terminated before the Term expires, an instrument in such form acknowledging the
date of termination.


                                       22
<PAGE>   25
10.3  Notice.

      No notice, approval, consent requested, or election required or permitted
to be given or made pursuant to this Lease shall be effective unless the same is
in writing. Communications shall be addressed, if to Landlord, at Landlord's
Address or at such other address as may have been specified by prior notice to
Tenant and, if to Tenant, at Tenant's Address or at such other place as may have
been specified by prior notice to Landlord. Any communication so addressed shall
be deemed duly served if mailed by registered or certified mail, return receipt
requested, or by commercial courier against receipt. All notices shall be given,
and all time periods affected by notice shall be deemed to commence upon
receipt.

10.4  Bind and Inure.

      The obligations of this Lease shall run with the land, and this Lease
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, except that the Landlord named herein and
each successive owner of the Premises shall be liable only for the obligations
accruing during the period of its ownership. Whenever the Premises are owned by
a trustee or trustees, the obligations of Landlord shall be binding upon
Landlord's trust estate, but not upon any trustee, beneficiary, or shareholder
of the trust individually.

10.5  No Surrender.

      The delivery of keys to any employee of Landlord or to Landlord's agent or
any employee thereof shall not operate as a termination of this Lease or a
surrender of the Premises.

10.6  No Waiver, Etc.

      The failure of Landlord or Tenant to seek redress for violation of, or to
insist upon the strict performance of any covenant or condition of this Lease
or, with respect to such failure of Landlord, any of the Rules and Regulations
referred to in Section 6.1(d), whether heretofore or hereafter adopted by
Landlord, shall not be deemed a waiver of such violation nor prevent a
subsequent act, which would have originally constituted a violation, from having
all the force and effect of an original violation, nor shall the failure of
Landlord to enforce any of said Rules and Regulations against any other tenant
in the Building be deemed a waiver of any such Rules and Regulations. The
receipt of Landlord of Annual Rent or additional rent with knowledge of the
breach of any covenant of this Lease shall not be deemed a waiver of such breach
by Landlord, unless such waiver be in writing signed by Landlord. No consent or
waiver, express or implied, by Landlord or Tenant to or of any breach of any
agreement or duty shall be construed as a waiver or consent to or of any other
breach of the same or any other agreement or duty.

10.7  No Accord and Satisfaction.

      No acceptance by Landlord of a lesser sum than the Annual Rent and
additional rent then due shall be deemed to be other than on account of the
earliest installment of such rent due, nor shall any endorsement or statement on
any check or any letter accompanying any check or payment as rent be deemed as
accord or satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of such installment or
pursue any other remedy in this Lease provided.


                                       23
<PAGE>   26
10.8  Cumulative Remedies.

      The specific remedies to which Landlord may resort under the terms of this
Lease are cumulative and are not intended to be exclusive of any other remedies
or means of redress to which it may be lawfully entitled in case of any beach or
threatened breach by Tenant of any provisions of this Lease. In addition to the
other remedies provided in this Lease, Landlord shall be entitled to the
restraint by injunction of the violation of any of the covenants, conditions, or
provisions of this Lease or to a decree compelling specific performance of any
such covenants, conditions, or provisions.

10.9  Partial Invalidity.

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

10.10 Landlord's Right to Cure.

      If Tenant shall fail to keep or perform any of its obligations as provided
in this Lease in respect to (a) maintenance of insurance, (b) repairs and
maintenance of the Premises, (c) compliance with the Rules and Regulations of
any rules, regulations or ordinances of public authorities, or (d) the making of
any other payment or performance of any other obligation, then Landlord may (but
shall not be obligated to do so) upon the continuance of such failure on
Tenant's part for 10 days after written notice to Tenant (or after such
additional period, if any, as Tenant may reasonably require to cure such failure
if of a nature which cannot be cured within said 10 day period or such longer
period as Landlord permits Tenant for the curing of defaults pursuant to Section
9.1) and without waiving or releasing Tenant from any obligation, and as an
additional but not exclusive remedy, make any such payment or perform any such
obligation, and all sums so paid by Landlord and all necessary incidental costs
and expenses, including attorneys fees, incurred by Landlord in making such
payment or performing such obligation, together with interest thereon at the
Prime Rate in effect as of the date of payment from the date of payment, shall
be deemed an Additional Rent and shall be paid to Landlord within fifteen (15)
days following written demand therefor, and if not so paid by Tenant, Landlord
shall have the same rights and remedies as in the case of a default by Tenant in
the payment of rent.

10.11 Estoppel Certificate.

      Tenant agrees on the Commencement Date, and from time to time thereafter
upon not less than 15 days prior written request by Landlord, to execute,
acknowledge, and deliver to Landlord a statement in writing in the form attached
hereto as Exhibit F, certifying that this Lease is unmodified and in full force
and effect; that to Tenant's best knowledge Tenant has no defenses, offsets, or
counterclaims against its obligations to pay the Annual Rent and additional rent
and to perform its other covenants under this Lease; that to Tenant's best
knowledge there are no uncured defaults of Landlord or Tenant under this Lease
(or, if there have been any modifications, that this Lease is in full force and
effect as modified and stating the modifications and, if there are any defenses,
offsets, counterclaims, or defaults, setting them forth in reasonable detail);
and the dates to which the Annual Rent, additional rent and other charges have
been paid. Any such statement delivered pursuant to this Section 10.11 may be
relied upon by any prospective purchaser or mortgagee of premises which include
the Premises or any prospective assignee of any such mortgagee.


                                       24
<PAGE>   27
10.12 Waiver of Subrogation.

      Any insurance carried by either party with respect to the Premises and
property therein or occurrences thereon shall, if the other party so requests
and it can be so written without additional premium or with an additional
premium which the other party agrees to pay, include a clause or endorsement
denying to the insurer rights of subrogation against the other party to the
extent rights have been waived by the insured prior to occurrence of injury or
loss. Each party, notwithstanding any provisions of this Lease to the contrary,
hereby waives any rights of recovery against the other for injury or loss due to
hazards covered by insurance containing such clause or endorsement to the extent
of the indemnification received thereunder.

10.13 Brokerage.

      Tenant and Landlord each represent and warrant to the other that they have
dealt with no broker in connection with this transaction other than the Leasing
Brokers and agree to defend, indemnify, and save the other harmless from and
against any and all claims for any commission or other brokerage fees or
expenses arising from or out of any breach of the foregoing representation and
warranty. Landlord recognizes that the Leasing Brokers are entitled to the
payment of a commission for services rendered in the negotiation and obtaining
of the Lease, and has agreed to pay such commission pursuant to a separate
agreement.

10.14 Governing Law.

      The laws of the District of Columbia shall govern the validity,
interpretation, performance, and enforcement of this Lease.

10.15 Waiver of Jury Trial.

      Landlord and Tenant hereby waive trial by jury in any action, proceeding
or counterclaim brought by either party on or in respect of any matter
whatsoever arising out of or in any way connected with this Lease, Tenant's use
or occupancy of the Premises, and/or any claim of damage or injury.

10.16 Entire Agreement.

      This Lease, together with the Exhibits hereto, contains and embodies the
entire agreement of the parties hereto, and no representations, inducements or
agreements between the parties, oral or otherwise, not contained in the Lease
and the Exhibits shall be of any force or effect.

10.17 Liability.

      It is expressly understood and agreed that the liability of Landlord to
Tenant under this Lease is restricted solely to the interest of Landlord in the
Building and the Lot, that the officers, directors, shareholders and employees
of Landlord shall have no personal liability under the terms of this Lease, and
that Tenant shall look solely to Landlord's equity, interest and rights in the
Building and the Lot for satisfaction of Tenant's remedies on account thereof.
The foregoing applies to action for monetary damages and shall not affect other
relief (eg, injunctive relief).


                                       25
<PAGE>   28
10.18 Contents of Tenant's Safe Deposit Boxes.

      Notwithstanding anything to the contrary herein contained, in no event
shall Landlord's recapture of the Premises, whether due to Tenant default,
condemnation or any other reason, allow Landlord any rights with respect to
ownership of the contents of Tenant's safe deposit boxes and safe keeping
contents, all of which shall remain the property of Tenant and/or Tenant's
customers.

10.19 Kiosk or Drive-Through Facility.

      This Lease is contingent upon Landlord obtaining any and all necessary
approvals and/or variances to provide Tenant with an off-site Kiosk or
Drive-Through Facility location located in close proximity to the subject
property. The costs associated with the proposed Kiosk or Drive-Through Facility
shall be the sole responsibility of the Tenant. Tenant shall agree that, should
Landlord expend time and funds to acquire said approvals prior to occupancy but
following execution of this Lease and should such approvals be granted, Tenant
will be bound to obligate itself to the terms of this Lease.

10.20 Exterior and Lobby Signage.

      Landlord shall provide an allowance of $2,000 for Tenant exterior signage.
Tenant will have the right to install the Landlord's standard signage, which
consists of back lite pin letters of similar style to those found on 4910
Massachusetts Avenue, NW. All costs in excess of the allowance stated above
shall be borne by the Tenant. The sign design shall be submitted by Tenant's
architect to Landlord for approval, said approval not to be unreasonably
withheld.

      On all of the Building marquees, Tenant's name and location shall be
listed in similar style as to what currently exists on the Building marquees.

10.21 Consents.

      Except as otherwise expressly provided herein, wherever herein or in
connection herewith a party's consent or approval is required, such consent or
approval shall not be unreasonably withheld, delayed or conditioned. In all
events denial of consent shall be given only in writing and the parties shall
give reasonable detailed grounds therefor, within ten (10) days following
receipt of the request therefor. It shall be unreasonable to request any payment
or other consideration as a condition to granting a consent, except for monies
owed pursuant to the Lease.

10.22 Measurement of Space.

      Upon completion and acceptance of the Premises, the Premises shall be
measured and verified by CHK in accordance with the Washington DC Association of
Realtors' Method of Measurement dated January 1, 1989, the correct net rentable
square footage shall be determined, and the amounts specified in the Lease for
Annual Rent, additional rent, etc. shall be adjusted accordingly. The initial
Annual Rent is based upon a rate of $20.00 per rentable square foot of Premises.


                                       26
<PAGE>   29
      EXECUTED as a sealed instrument on the day and year first above written.


                                       LANDLORD:

ATTEST:                                W.C. & A.N. MILLER DEVELOPMENT
                                       COMPANY


   [SIG]                              By: /s/ ROBERT R. MILLER
------------------------------            -------------------------------
                                                                 (Seal)



                                       TENANT:


ATTEST:                                THE PALMER NATIONAL BANK


   [SIG]                              By: /s/ WEBB C. HAYES IV
----------------------------              -------------------------------
                                                     (Seal)

                                       27
<PAGE>   30
                                    EXHIBIT B


                   PLANS AND SPECIFICATIONS FOR TENANT'S SPACE


To be determined.
<PAGE>   31
                                    EXHIBIT C

                         PARKING AS ADDITIONAL PREMISES


1.    Tenant leases six (6) spaces from Landlord to park automobiles ("Parking
      Spaces") in the lot adjacent to the Building.

2.    The Term of this Parking Spaces lease shall commence and terminate with
      the Lease.

3.    The rent for said Parking Spaces is Sixty Dollars ($60.00) per month for
      each Parking Space, is payable on the first day of each calendar month.
      Such rent shall be increased annually, which increase shall be determined
      by Landlord on a basis no less favorable than offered to any other tenant.

4.    Landlord shall at all times provide adequate parking for the patrons of
      the Bank at the prevailing rate, which rate is subject to change. The
      Tenant may participate in the Landlord's validation program and provide
      it's customers parking validation stamps at a discounted rate of $0.29 per
      hour, which rate is subject to change.

5.    Parking Spaces shall be considered to be additional premises under the
      Lease and rent for Parking Spaces shall be considered as additional rent
      under the Lease. The failure of Tenant to pay timely the additional rent
      shall constitute a default under the Lease subject to such notice and cure
      rights as provided for other monetary defaults and Landlord shall be
      entitled to exercise any and all of its remedies under the Lease, except
      that it shall not have the remedy of terminating the Lease or otherwise
      interfering with Tenant's use of the Premises.

6.    (a)   Persons using the lot do so at their own risk. Landlord specifically
            disclaims all liability, except when caused solely by its gross
            negligence or willful misconduct, for personal injury incurred by
            users of the lot, their agents, employees, invitees, family, friends
            or guests, or as a result of the operation or parking of any
            automobiles in the lot.

      (b)   To insure safe traffic flow within the lot, all traffic signs and
            signals must be obeyed. At no time will Tenant or its designated
            users alter or damage any traffic signs, signals, entry gates or
            other property.

      (c)   All automobiles must be parked solely within the striped stalls.

      (d)   Tenant and its designated users shall faithfully observe and comply
            with all reasonable and non-discriminatory rules and regulations for
            use of the lot which Landlord may from time to time put into effect
            once a copy of any rule or regulation has been delivered to Tenant.

      (e)   Landlord shall have the right to enter upon the Parking Spaces to
            inspect same, to perform maintenance services and to make repairs as
            Landlord deems necessary or desirable, without such entry
            constituting an eviction of Tenant in whole or in part, and the rent
            specified herein shall in no way abate while said maintenance and/or
            repairs are being effected provided that the Parking Spaces are not
            closed for more than three (3) consecutive business days.
<PAGE>   32
                                    EXHIBIT D
                               LANDLORD'S SERVICES

I.    CLEANING OF DEMISED PREMISES

      A.    Tenant Areas

            1.    Tenant shall supply all cleaning services for the Demised
                  Premises. Tenant's cleaning contractor shall not interfere
                  with Landlord's cleaning contractor.

            2.    All waste removal shall be Tenant's responsibility. Landlord
                  will provide appropriate receptacles in a location reasonably
                  accessible to the Premises.

II.   COMMON AREA CLEANING

      A.    General

            1.    All cleaning work will be performed between 8:00 am and 12:00
                  midnight, Monday through Friday, unless otherwise necessary
                  for stripping, waxing, etc.

            2.    All waste removal shall be Landlord's responsibility.

      B.    Daily Operation (5 times per week)

            1.    Public Lavatories

                  a.    Sweep and wash floors with disinfectants.

                  b.    Disinfect both sides of toilet seats, toilet bowls,
                        urinals, basins, and vanities.

                  c.    Clean all mirrors and dispensers.

                  d.    Spot clean toilet partitions.

                  e.    Empty and disinfect sanitary napkin disposal
                        receptacles.

                  f.    Empty hand towel disposal receptacles.

                  g.    Refill toilet tissue, towel, soap, and sanitary napkin
                        dispensers.

            2.    Public Areas

                  a.    Wipe down entrance doors and clean glass (interior and
                        exterior).

                  b.    Vacuum elevator carpets and wipe down doors and walls.

                  c.    Dust and spot mop lobby.

                  d.    Clean drinking fountain.

                  e.    Empty trash and ash containers.
<PAGE>   33
      C.    Weekly Operations

            1.    Public Lavatories and Public Areas

                  a.    Hand dust and wipe clean all horizontal surfaces with
                        treated cloths to include furniture, windowsills, door
                        ledges, chair rails, baseboards, convector tops, etc.,
                        within normal reach.

                  b.    Remove finger marks from private entrance doors, light
                        switches, and doorways.

                  c.    Damp mop lobby and tenant area vinyl tile floors.

                  d.    Sweep all stairways.

      D.    Monthly Operations

            1.    Public Areas

                  a.    Wash tenant area glass sidelights and interior glass
                        partitions.

                  b.    Spot wash corridor and lobby walls.

                  c.    Remove shoe marks from tenant area entry doors.

                  d.    Spot vacuum seat cushions on chairs, sofas, etc.

            2.    Public Lavatories

                  a.    Wash down toilet partitions and walls around fixtures.

      E.    Semi-annual Operations: Public Areas

            1.    Clean inside all windows.

            2.    Clean outside of all windows.

            3.    Dust Levelor blinds.

            4.    Vacuum and dust grill work.

      F.    Annual Operations: Public Areas

            1.    Strip and wax lobby vinyl tile floors.

      G.    As Needed: Public Areas

            1.    Damp wipe vinyl furniture.

            2.    Recoat lobby floor wax.

            3.    Spray buff lobby floor.

III.  HEATING, VENTILATING AND AIR CONDITIONING

      A.    Heating, ventilation and air conditioning shall be supplied by
            virtue of a self-contained split system servicing the demised
            Premises. Landlord shall deliver to Tenant any product warranties
            and/or manufacturers warranties at the commencement of the Lease. It
            shall be the Tenant's sole responsibility and cost to maintain,
            repair, service and replace this system throughout the term of the
            Lease. Tenant shall, prior to occupancy, enter into a preventative
            maintenance contract which, at the election of the Tenant, may be
<PAGE>   34
            entered into with the Landlord. Tenant is to provide Landlord, upon
            occupancy of the Premises, with a copy of said contract. In the
            event Tenant fails to provide the aforementioned contract, then,
            Landlord will, at Tenant's expense, on behalf of the Tenant, enter
            into a contract for the Tenant for preventative maintenance. All
            costs associated therein shall be deemed additional rent pursuant to
            this Lease.

      B.    In the event of federal, state or local governmental controls,
            rules, regulations or restrictions on the use of consumption of
            energy or other utilities during the term of this Lease, including
            renewals or extensions thereof, both Tenant and Landlord shall be
            bound and shall comply with the same, regardless of any other
            provisions of this Lease; in the event of regulations or
            restrictions by Landlord and Tenant, the interpretation by the
            Landlord shall prevail and Landlord shall, without exposure to legal
            process by Tenant, have the right to enforce compliance, including
            the right of entry into tenant's space to effect compliance, so long
            as the interruption is nondiscriminatory.

IV.   WATER

      A.    Hot water for common lavatory purposes only and cold water for
            drinking, lavatory and toilet purposes. Hot and cold water also for
            kitchen purposes which shall be part of the Tenant Work.

V.    ELEVATORS

      A.    Elevators are for the use of all Tenants and the general public for
            access to and from all floors of the Building. Programming of
            elevators (including, but not limited to service elevators) shall be
            as Landlord, from time to time, determines best for the Building as
            a whole.

VI.   RELAMPING OF LIGHT FIXTURES

      A.    Tenant will reimburse Landlord for the cost of lamps, ballasts and
            starters, and the cost of replacing same within the Premises.

VII.  CAFETERIA AND VENDING INSTALLATIONS

      A.    Any space to be used primarily for lunchroom or cafeteria operation
            shall be Tenant's responsibility to keep clean and sanitary, it
            being understood that Landlord's approval of such installation and
            use must be first obtained in writing. Landlord shall approve of an
            installation for the sole use of Tenant's employees containing a
            sink, refrigerator, stove and microwave oven, provided (i) Tenant
            obtains and maintains an extermination service contract providing
            for monthly services to the Premises, which contract must be
            approved by Landlord (such approval not to be unreasonably withheld)
            and (ii) Tenant maintains such installation in a clean and sanitary
            condition to the reasonable satisfaction of Landlord.

      B.    Vending machines or refreshment service installations by Tenant must
            be first approved by Landlord in writing and shall be restricted in
            use to employees and business callers. All cleaning necessitated by
            such installations shall be at Tenant's expense.

VIII. ADDITIONAL SERVICES

      A.    Any additional services provided to any Tenant, which are not
            provided in like manner or quantities to all Tenants, shall be at
            the sole cost of those Tenants receiving such service or services.
<PAGE>   35
IX.   ELECTRICITY

      A.    Landlord, at Landlord's expense, shall install a sub-meter to record
            the electrical consumption used by Tenant. Landlord shall on a
            monthly basis read and record Tenant's electrical consumption and
            bill Tenant at Landlord's direct cost for said usage. Amounts due
            from Tenant for electrical consumption shall be considered
            additional rent under the Lease. The failure of Tenant to pay timely
            the additional rent shall constitute a default under this Lease and
            Landlord shall be entitled to exercise any and all of its remedies
            under the Lease subject to such notice and cure rights as provided
            for other monetary defaults.
<PAGE>   36
                                    EXHIBIT E

                              RULES AND REGULATIONS

1.    The entrance, elevators, lobbies, passages, corridors and stairways shall
      not be encumbered or obstructed by Tenant, Tenant's agents, servants,
      employees, licensees or visitors or to be used by them for any purpose
      other than for ingress and egress to and from the Premises. The moving in
      or out of all safes, freight, furniture, or bulky matter of any
      description may be limited to such hours as Landlord may determine from
      time to time. Landlord reserves the right to inspect all freight and bulky
      matter to be brought into the Building and to exclude from the Building
      all freight and bulky matter which violates any of these Rules and
      Regulations or the Lease of which these Rules and Regulations are a part.

2.    No curtains, blinds, shades, or screens other than those furnished by
      Landlord shall be attached to, hung in, or used in connection with any
      window or door of the Premises, without the prior written consent of
      Landlord. Landlord hereby agrees to allow Tenant to affix FDIC and VISA
      decals and any other permanently affixed decals that are typical for the
      banking industry to all entry doors and to paint, in good and workmanlike
      manner, The Palmer National Bank name and logo on all entry doors,
      together with the hours of operation.

3.    Tenant, must, upon the termination of its tenancy, return to Landlord all
      keys of doors, stores, shops, booths, stands, offices, and toilet rooms,
      either furnished to or otherwise procured by Tenant, and in the event of
      the loss of any keys so furnished, Tenant shall pay to Landlord the cost
      thereof.

4.    Canvassing, soliciting, and peddling in the Building are prohibited, and
      Tenant shall cooperate to prevent the same.

5.    Tenant shall comply with all security measures from time to time
      established by Landlord for the Building, provided such measures do not
      conflict with Tenant's security measures.

6.    No pets or animals of any kind may be kept or allowed in the Premises.

7.    The lavatories, water closets, sinks, faucets, plumbing, and other service
      apparatus of any kind shall not be used by Tenant for any purpose other
      than those for which they were installed, and no sweepings, rubbish, rags,
      ashes, chemicals or other refuse or injurious substances shall be placed
      therein or used in connection therewith by Tenant, or left by Tenant in
      the lobbies, passages, elevators or stairways or the Building.

8.    No sign, lettering, insignia, advertisement, notice or other thing shall
      be inscribed, painted, installed, erected or placed in any portion of the
      Premises which may be seen from outside the Building, or on any window,
      window space or other part of the exterior or interior of the Building, or
      in the interior of the Building within three (3) feet of any exterior
      window, unless first approved in writing by Landlord which consent shall
      not be unreasonably withheld, conditioned or delayed.
<PAGE>   37
9.    Tenant shall not or permit to be done anything which obstructs or
      interferes with the rights of any other tenant of the Property. Tenant
      shall not keep anywhere within the Property any matter having an offensive
      odor, or any kerosene, gasoline, benzine, camphene, fuel or other
      explosive or highly flammable material. No bird, cat, dog, fish or other
      animal shall be brought into or kept in or about the Premises. Except to
      the extent prohibited by law, Tenant may put combination locks on the
      stairwell side of all fire doors which open on the Premises.

10.   Tenant shall see each day that the windows are closed and the doors
      securely locked before leaving the Premises, and that all lights and
      standard office equipment within the Premises are turned off.

11.   Conditioned upon the approval process outlined in Section 3.4, if Tenant
      desires to install signalling, telegraphic, telephonic, protective alarm
      or other wires apparatus or devices within the Premises, Landlord shall
      direct where and how they are to be installed and, except as so directed,
      no installation, boring or cutting shall be permitted. Landlord shall have
      the right (a) to prevent or interrupt the transmission of excessive,
      dangerous or annoying current of electricity or otherwise into or through
      the Building or the Premises, (b) to require the changing of wiring
      connections or layout at Tenant's expense, to the extent that Landlord may
      deem necessary, (c) to require compliance with such reasonable rules as
      Landlord may establish relating thereto, and (d) in the event of
      noncompliance with such requirements or rules, immediately to cut wiring
      or do whatsoever else it considers reasonably necessary to remove the
      danger, annoyance or electrical interference with apparatus in any part of
      the Building. Each wire installed by Tenant must be clearly tagged at each
      distributing board and junction box and elsewhere where required by
      Landlord, with the number of the office to which such wire leads and the
      purpose for which it is used, together with the name of Tenant or other
      concern, if any, operating or using it.

12.   Subject to the terms of the Lease, Landlord shall have the right to
      rescind, suspend or modify the Rules and Regulations and to promulgate
      such other Rules or Regulations as, in Landlord's reasonable judgement,
      are from time-to-time needed for the safety, care, maintenance, operation
      and cleanliness of the Building or the Lot, or for the preservation of
      good order therein, subject to the terms of the Lease. Upon Tenant's
      having been given notice of the taking of any such action, the Rules and
      Regulations as so rescinded, suspended, modified or promulgated shall have
      the same force and effect as if in effect at the time at which Tenant's
      lease was entered into.

13.   The use of any room within the Building as sleeping quarters is strictly
      prohibited at all times.

14.   Tenant shall keep the windows and doors of the Premises (including those
      opening on corridors and all doors between rooms entitled to receive
      heating or air conditioning service and rooms not entitled to receive such
      services) closed while the heating or air conditioning system is
      operating, in order to minimize the energy used by, and to conserve the
      effectiveness of, such systems. Tenant shall comply with all reasonable
      Rules and Regulations from time-to-time promulgated by Landlord with
      respect to such systems or their use.
<PAGE>   38
                                    EXHIBIT F

                              ESTOPPEL CERTIFICATE

      THE PALMER NATIONAL BANK, ("Tenant"), the Tenant of Premises at 4900
Massachusetts Avenue in Northwest Washington, DC under a lease dated
____________, 1991 ("Lease"), between Tenant and W.C. AND A.N. MILLER
DEVELOPMENT COMPANY, ("Landlord"), upon request of the Landlord hereby certifies
that:

            a.    The Lease is unmodified and in full force and effect.

            b.    Tenant has no defenses, offsets or counterclaims against its
                  obligations to pay the fixed rent and additional rent and to
                  perform its other covenants under the Lease.

            c.    There are no uncured defaults of Landlord or Tenant under the
                  Lease.

            d.    The Commencement Date as defined in the Lease is________.

            e.    Fixed rent, additional rent and other charges commenced to
                  accrue on_______and have been paid through________.

      This Certificate is delivered to _________________ and may be relied on by
it.

      Executed under seal this ___________day of ___________, 1991.



                                        TENANT:

                                        THE PALMER NATIONAL BANK

                                        BY:  /s/ WEBB C. HAYES
                                             ------------------------------
<PAGE>   39
                                    EXHIBIT G

                              OPTION TO RENEW TERM


      Provided that at the time of exercise of the following option and at the
commencement of the Renewal Term (as herein defined), (i) Tenant shall not be in
default of any provision of this Lease, (ii) this Lease is in full force and
effect, and (iii) Tenant is occupying all of the Premises, then, and provided
such conditions are satisfied, Tenant shall have the right and option, by giving
notice as set forth herein below, to extend and renew the Term of this Lease for
two (2) additional term of Five (5) years, exercisable together or separately,
beginning on the day immediately following expiration of the Term (the "Renewal
Term"), and upon the same terms and conditions contained in this Lease
(excluding Annual Rent, which shall be adjusted and increased as provided
hereinbelow), and further provided that Landlord shall have no responsibility to
make any improvements to the Premises for such Renewal Term, the Tenant
accepting the same in their "as-is" condition at the end of the Term.

      If Tenant desires to exercise said option to renew the Term of this Lease,
Tenant shall give Landlord written notice thereof at least six (6) months prior
to the end of the Term. In no event shall Tenant have any right to extend the
Term of this Lease beyond such Renewal Term, and in the event of any earlier
termination of this Lease, or failure of Tenant to give the written notice
provided hereinabove, or failure of Tenant to satisfy the conditions precedent
described above, all rights of Tenant to the Renewal Term shall be of no further
force or effect.

      Provided Tenant gives notice as aforesaid, and all other conditions to
Tenant's exercise of the option for the Renewal Term are satisfied, the parties
shall in good faith attempt to agree on the initial Annual Rent for the Renewal
Term not later than 100 days prior to end of the Term; provided, however, in no
event shall such initial Annual Rent for the Renewal Term be less than the
Annual Rent in effect at the end of the Term of this Lease nor more than
ninety-five percent (95%) of the then prevailing market rental for the Spring
Valley Area. In the event the parties are unable to agree upon the initial
Annual Rent for the Renewal Term, then the initial Annual Rent for the Renewal
Term shall be determined by a board of three (3) licensed real estate brokers,
one of whom shall be selected by Landlord, one of whom shall be selected by
Tenant, and the third of whom shall be selected by the two brokers selected by
Landlord and Tenant. Such initial Annual Rent shall be based upon the fair
rental value, as of the effective date of the Renewal Term, of premises similar
to the Premises in the Building, based upon terms and conditions of leases or
letters of intent negotiated in the immediate prior year, or, if no such
information is available, other comparable buildings located within the
Washington, DC metropolitan area, in either case taking into account the length
of the Renewal Term, the terms of this Lease, and the fact that the Premises are
fit for immediate occupancy and use "as-is," provided that, notwithstanding such
determination, such initial Annual Rent as determined by the brokers shall be no
less than the Annual Rent in effect at the end of the Term of this Lease. All of
said brokers shall be licensed real estate brokers in the D.C. metropolitan
area, specializing in commercial leasing, having not less than ten (10) years
experience and recognized as ethical and reputable within their industry. The
parties each agree to select one (1) designated broker not later than 90 days
prior to end of the Term. The third broker shall be selected by the first two
(2) brokers within ten (10) days after both of the first two (2) brokers have
been selected. Within ten (10) days after the third broker has been selected all
of the brokers shall meet to attempt to agree upon the initial Annual Rent for
the Renewal Term. If the three brokers unanimously agree upon the initial Annual
Rent for the Renewal Term, then such amount shall constitute the initial Annual
Rent for the Renewal Term for the purposes of this Lease. If the three brokers
are unable to reach a unanimous agreement, they shall, within said ten (10) day
period, submit in writing to both the Landlord and Tenant the rate of rental
each deems appropriate
<PAGE>   40
(the "Appraisals"). The three Appraisals shall be added together and their total
divided by three, and the resulting quotient shall be deemed the initial Annual
Rent for the Renewal Term; provided, however, that if the low Appraisal and/or
the high Appraisal is more than fifteen (15%) lower and/or higher than the
middle Appraisal, then any Appraisal which differs from the middle Appraisal by
more than fifteen percent (15%) shall be disregarded and provided further that
if two of such Appraisals are the same, they shall be deemed to be the middle
Appraisal. If only one appraisal is disregarded as described above, the
remaining two Appraisals shall be added together and their total divided by two,
and the resulting quotient shall be the initial Annual Rent for the Renewal
Term. If both the low Appraisal and the high Appraisal are disregarded as
described above, the middle Appraisal shall be the initial Annual Rent for the
Renewal Term.

      The parties shall execute an addendum to this Lease to recognize the
initial Annual rent for the Renewal Term and to confirm the Renewal Term and
that all of the other terms, covenants, provisions and conditions of this Lease
(including, without limitation, the payment of Operating Cost Escalation) remain
applicable. As so selected, the Annual Rent shall be effective from the first
day of the Renewal Term shall be adjusted during the term of the Renewal Term in
the same manner as the Annual Rent was adjusted during the Term in accordance
with the provisions of Section 4.1 of the Lease. Each of the parties shall pay
for the costs of the services of the broker selected by it and the costs of the
third broker shall be divided equally between Landlord and Tenant. It is
understood and agreed by the parties that the determination of the brokers shall
be final and binding upon the parties.
<PAGE>   41
                                    EXHIBIT H

                     LANDLORD CONTRIBUTION AND IMPROVEMENTS.

1.    Landlord Contribution. Landlord agrees to provide Tenant with a Landlord
      contribution towards the cost of the Tenant improvements in an amount
      equal to the product of (i) $40 times (ii) the net rentable floor area of
      the Premises. Such contribution shall be credited towards the Tenant
      Improvement Reimbursement. Any portion of the Landlord's contribution not
      utilized by Tenant may, at Tenant's option, be used for the construction
      of the Kiosk and/or applied to Tenant's rent obligations.

2.    Landlord Improvements. Landlord shall provide Tenant, at Landlord's cost
      and expense, the following Tenant improvements, which improvements shall
      be consistent with the design and quality of the Building Standard
      Improvements:

      a.    Dry wall installed around the perimeter of the Premises, paint
            ready.

      b.    Landlord's standard ceiling and lighting. The lighting fixtures will
            be locations as specified in Tenant's plans and Specifications.

      c.    A self-contained HVAC system suspended from the ceiling which shall
            be sufficient capacity to heat and cool Tenant's Premises during
            daily working conditions.

      d.    Landlord will make structural improvements to provide a bank vault
            plus a night depository and/or ATM facility, if the Tenant decides
            to operate this equipment, which costs may be included in the $40.00
            per net rentable square foot allowance.
<PAGE>   42
                    [THE PALMER NATIONAL BANK LETTERHEAD]

                                  September 17, 1991



VIA FAX 895-2715

Robert R. Miller
Vice President
W.C. & A.N. Miller Co.
4315 - 50th Street, N.W.
Washington, DC 20016

Dear Rob:

      The Palmer National Bank is currently undergoing a routine regulatory
examination by the Office of the Comptroller of the Currency. The Bank's current
financial condition is strong, with one of the highest capital ratios in the
region.

      The Office of the Comptroller of the Currency has granted approval for
Palmer to establish a branch at 4900 Massachusetts Avenue. A copy of their
approval letter is attached. In the event this approval is unconditionally
revoked, thus prohibiting occupancy, then the Lease Agreement for 4900
Massachusetts Avenue will be immediately terminated and the Bank will reimburse
W.C. & A.N. Miller Co. for the cost of improvements and/or required demolition
which have already taken place.

                                             Sincerely,



                                             /s/ WEBB C. HAYES
                                             -----------------------------
                                             Webb C. Hayes IV
                                             President and Chairman
                                             of the Board

Enclosures
WCH/jmb

ACKNOWLEDGED AND AGREED TO THIS
24 DAY OF SEPTEMBER, 1991.

W.C. & A.N. MILLER CO.

By /s/ ROBERT R. MILLER
   ------------------------------

                                                                EXHIBIT I
<PAGE>   43
                                   EXHIBIT J

                          LEASE CONFIRMATION AGREEMENT

      ATTACHED to and made a part of the Lease dated _______________ day of
___________ ,1991 (the "Lease"), entered into by and between W.C AND A.N. MILLER
DEVELOPMENT COMPANY, as Landlord and THE PALMER NATIONAL BANK, as Tenant.

      The undersigned Landlord and Tenant do hereby declare that possession of
the leased premises was accepted by Tenant on the ___________________ day of
________________, 1991. The building and other improvements required to be
constructed by Landlord in accordance with the aforesaid Lease have been
satisfactorily completed by Landlord, and accepted by Tenant and that the Lease
is now in full force and effect, and for the purpose of this Certificate and
said Lease, the Lease commencement date is established as beginning on the
_______________ day of _______________, 199_, and the Lease expiration date
being on the ______________day of ___________________ , 200_, and, as of the
date of the acceptance herein set forth, there is no current right to set off
against rents claimed by Tenant against Landlord. Tenant's declarations herein
do not extend to any defects in the leased premises which are not readily
ascertainable.


WITNESS:                                  LANDLORD:

                                          W.C AND A.N. MILLER DEVELOPMENT
                                          COMPANY

By:___________________________            By:__________________________________

                                          Title:_______________________________

WITNESS OR ATTEST:                        TENANT:

                                          THE PALMER NATIONAL BANK

By:____________________________           By: _________________________________

[Corporate Seal]                          Title:_______________________________