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                                                                    EXHIBIT 10.6



                                  OFFICE LEASE

         THIS LEASE made as of the 22 day of April 1998 between Marx Realty and
Improvement Co., Inc., Agent, a ("Landlord") and Southern Community Bancorp, a
("Tenant").

                                   WITNESSETH:

                                    ARTICLE 1

                                PREMISES AND TERM

         Landlord hereby leases to Tenant and Tenant hereby leases from Landlord
that certain space (See Exhibit A) ("Premises") described or shown on Exhibit A
attached hereto, in the building known as the 250 N. Orange ("Building") located
at 250 N. Orange Ave., Orlando, Florida ("Property," as further described in
Article 25), subject to the provisions herein contained. The term ("Term") of
this Lease shall commence on the 1st day of July 1998 ("Commencement Date"), and
end on the 30th day of June, 2008 ("Expiration Date"), unless sooner terminated
as provided herein. The Commencement Date shall be subject to adjustment as
provided in Article 4. Landlord and Tenant agree that for purposes of this Lease
the rentable area of the Premises is 6,000 + or - square feet as shown on
Exhibit A, Section A and the rentable area of the Property is 112,000 square
feet.

See attached Drive-Through Rider

                                    ARTICLE 2

                                    BASE RENT

         Tenant shall pay Landlord monthly Base Rent of Ten Thousand and No/100
Dollars ($10,000), in advance on or before the first day of each calendar month
during the Term, except that Base Rent for the first full calendar month for
which Base Rent shall be due, shall be paid when Tenant executes this Lease. If
the Term commences on a day other than the first day of a calendar month, or
ends on a day other than the last day of a calendar month, then the Base Rent
for such month shall be prorated on the basis of 1/30th of the month, Base Rent
for each day of such month.
See Rider Two.

                                    ARTICLE 3

                                 ADDITIONAL RENT

         (A) Taxes. Tenant shall pay Landlord an amount equal to Tenant's
Prorata Share of Taxes in excess of $1.00 ("Tax Stop") per square foot of
rentable area of the Property. The terms "Taxes" and "Tenant's Prorata Share"
shall have the meanings specified therefor in Article 25.

         (B) Operating Expenses. Tenant shall pay Landlord an amount equal to
Tenant's Prorata Share of Operating Expenses in excess of $7.00 ("Expense Stop")
per square foot of rentable area of the Property. The terms "Operating Expenses"
and "Tenant's Prorata Share" shall have the meanings specified therefor in
Article 25.

         (C) Manner of Payment. CPI Escalation Amounts, Taxes, and Operating
Expenses shall be paid in the following manner:

                  (i) Landlord may reasonably estimate in advance the amounts
Tenant shall owe for Taxes and Operating Expenses for any full or partial
calendar year of the Term. In such event, Tenant shall pay such estimated
amounts, on a monthly basis, on or before the first day of each


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calendar month, together with Tenant's payment of Base Rent. Such estimate may
be reasonably adjusted from time to time by Landlord.

                  (ii) Within 120 days after the end of each calendar year, or
as soon thereafter as practicable, Landlord shall provide a statement (the
"Statement") to Tenant showing: (a) the amount of actual Taxes and Operating
Expenses for such calendar year, with a listing of amounts for major categories
of Operating Expenses, (b) any amount paid by Tenant towards Taxes and Operating
Expenses during such calendar year on an estimated basis, (c) any revised
estimate of Tenant's obligations for Taxes and Operating Expenses for the
current calendar year, and (d) any increased CPI Escalation Amount.

                  (iii) If the Statement shows that Tenant's estimated payments
were less than Tenant's actual obligations for Taxes and Operating Expenses for
such year, Tenant shall pay the difference. If the Statement shows an increase
in Tenant's estimated payments for the current calendar year, Tenant shall pay
the difference between the new and former estimates for the period from January
I of the current calendar year through the month in which the Statement is sent.
Tenant shall make such payments within thirty (30) days after Landlord sends the
Statement.

                  (iv) If the Statement shows that Tenant's estimated payments
exceeded Tenant's actual obligations for Taxes and Operating Expenses, Tenant
shall receive a credit for the difference against payments of Rent next due. If
the Term shall have expired and no further Rent shall be due, Tenant shall
receive a refund of such difference, within thirty (30) days after Landlord
sends the Statement.

                  (v) If the Statement shows an Increased CPI Escalation Amount,
Tenant shall pay the difference between the former CPI Escalation Amount and the
increased CPI Escalation Amount for the period from January 1 of the year in
which Landlord sends the Statement, through the month in which the Statement is
sent, within thirty (30) days after Landlord sends the Statement. Tenant shall
thereafter pay Base Rent, as increased by the CPI Escalation Amount set forth in
the Statement.

                  (vi) So long as Tenant's obligations hereunder are not
materially adversely affected thereby, Landlord reserves the right to reasonably
change, from time to time, the manner or timing of the foregoing payments. In
lieu of providing one Statement covering Taxes, Operating Expenses and CPI
Escalation Amounts, Landlord may provide separate statements at the same or
different times. No delay by Landlord in providing the Statement (or separate
statements) shall be deemed a default by Landlord or a waiver of Landlord's
right to require payment of Tenant's obligations for actual or estimated Taxes
or Operating Expenses, or CPI Escalation Amounts. In no event shall a decrease
in Taxes or Operating Expenses or a decrease in the CPI ever decrease the
monthly Base Rent, or give rise to a credit in favor of Tenant. Tenant
acknowledges that, except as may be separately represented to Tenant in writing
signed by Landlord, the Expense Stop and Tax Stop do not necessarily reflect
actual Taxes or Operating Expenses for any given calendar year.

         (D) Proration. If the Term commences other than on January 1, or ends
other than on December 31, Tenant's obligations to pay estimated and actual
amounts towards Taxes and Operating Expenses for such first or final calendar
years shall be prorated to reflect the portion of such years included in the
Term. Such proration shall be made by multiplying the total estimated or actual
(as the case may be) Taxes and Operating Expenses, for such calendar years, as
well as the Tax Stop and Expense Stop amounts, by a fraction, the numerator of
which shall be the number of days of the Term during such calendar year, and the
denominator of which shall be 365.

         (E) Landlord's Records. Landlord shall maintain records respecting
Taxes and Operating Expenses and determine the same in accordance with sound
accounting and management practices, consistently applied. Although this Lease
contemplates the computation of Taxes and Operating Expenses on a cash basis,
Landlord shall make reasonable and appropriate accrual adjustments to ensure
that each calendar year includes substantially the same recurring items.
Landlord reserves the right to change to a full accrual system of accounting so
long as the same is consistently applied and Tenant's obligations are not
materially adversely affected. Tenant or its representative shall have the


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right to examine such records upon reasonable prior notice specifying such
records Tenant desires to examine, during normal business hours at the place or
places where such records, are normally kept by sending such notice no later
than forty-five (45) days following the furnishing of the Statement. Tenant may
take exception to matters included in Taxes or Operating Expenses, or Landlord's
computation of Tenant's Prorata Share of either, by sending notice specifying
such exception and the reasons therefor to Landlord no later than thirty (30)
days after Landlord makes such records available for examination. Such Statement
shall be considered final, except as to matters to which exception is taken
after examination of Landlord's records In the foregoing manner and within the
foregoing times. Tenant acknowledges that Landlord's ability to budget and incur
expenses depends on the finality of such Statement, and accordingly agrees that
time is of the essence of this Paragraph. If Tenant takes exception to any
matter contained in the Statement as provided herein. Landlord shall refer the
matter to an independent certified public accountant, whose certification as to
the proper amount shall be final and conclusive as between Landlord and Tenant.
Tenant shall promptly pay the cost of such certification unless such
certification determines that Tenant was overbilled by more than 2%, Pending
resolution of any such exceptions In the foregoing manner, Tenant shall continue
paying Tenant's Prorata Share of Taxes and Operating Expenses in the amounts
determined by Landlord, subject to adjustment after any such exceptions are so
resolved.

         (F) Rent and Other Charges. Base Rent, Taxes, Operating Expenses, CPI
Escalation Amounts, and any other amounts which Tenant Is or becomes obligated
to pay Landlord under this Lease or other agreement entered in connection
herewith, are sometimes herein referred to collectively as "Rent," and all
remedies applicable to the non-payment o Rent shall be applicable thereto. Rent
shall be paid at any office maintained by Landlord or its agent at the Property,
or at such other place as Landlord may designate.

                                    ARTICLE 4

                              COMMENCEMENT OF TERM

         The Commencement Date set forth in Article 1 shall be delayed and Rent
shall be abated until sixty (60) days from the date the Tenant receives
regulatory approval from the Florida Department of Banking and the Federal
Deposit Insurance Corporation.

         If the Commencement Date is delayed, the Expiration Date shall not be
similarly extended, unless landlord shall so elect (in which case, the parties
shall confirm the same in writing). During any period that Tenant shall be
permitted to enter the Premises prior to the Commencement Date other than to
occupy the same (e.g., to perform alterations or improvements), Tenant shall
comply with all terms and provisions of this Lease, except those provisions
requiring the payment of Rent. If Tenant shall be permitted to enter the
Premises prior to the Commencement Date for the purpose of occupying the same,
Rent shall commence on such date, and if Tenant shall commence occupying only a
portion of the Premises prior to the Commencement Date, Rent shall be prorated
based on the number of rentable square feet occupied by Tenant. Landlord shall
permit early entry, provided the Premises are legally available and any work
required under this Lease or any separate agreement entered in connection
herewith has been completed.

                                    ARTICLE 5

                              CONDITION OF PREMISES

         Tenant has Inspected the Premises, Property, Systems and Equipment (as
defined in Article 25), or has, had in opportunity to do so, and agrees to
accept the same "as is" without any agreements, representations, understandings
or obligations on the part of Landlord to perform any alterations, repairs or
improvements except as expressly provided in any separate agreement that may be
signed by the parties.

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                                    ARTICLE 6

                                  USE AND RULES

         Tenant shall use the Premises for offices and no other purpose
whatsoever, in compliance with all applicable laws and without disturbing or
interfering with any other tenant or occupant of the Property. Tenant shall not
use the Premises in any manner so as to cause a cancellation of Landlord's
insurance policies, or an increase in the premiums thereunder, Tenant shall
comply with all rules set forth in Rider One attached hereto (the "Rules").
Landlord shall have the right to reasonably amend such Rules and supplement the
same with other reasonable Rules (not expressly inconsistent with (his Lease)
relating to the Property, or the promotion of safety, care, cleanliness or good
order therein, and all such amendments or new Rules shall be binding upon Tenant
after five (5) days notice thereof to Tenant. All Rules shall be applied on a
non-discriminatory basis, but nothing herein shall be construed to give Tenant
or any other Person (as defined In Article 25) any claim, demand or cause of
action against Landlord arising out of the violation of such Rules by any other
tenant, occupant, or visitor of the Property, or out of the enforcement or
waiver of the Rules by Landlord in any particular instance.


                                    ARTICLE 7

                             SERVICES AND UTILITIES

         Landlord shall provide the following services and utilities (the cost
of which shall be included in Operating Expenses unless otherwise stated herein
or in any separate rider hereto):

         (A) Electricity for standard office lighting fixtures, and equipment
and accessories customary for offices (up to 280 hours per month) where: (1) the
connected electrical load of all of the same does not exceed an average of 4
watts per square foot of the Premises (or such lesser amount as may be
available, based on the safe and lawful capacity of the existing electrical
circuit(s) and facilities serving the Premises), (2) the electricity will be at
nominal 120 volts, single phase (or 110 volts, depending on available service in
the Building), and (3) the safe and lawful, capacity of the existing electrical
circuit(s) serving the Premises is not exceeded.

         (B) Heat and air-conditioning to provide a temperature required, in
Landlord's reasonable opinion and in accordance with applicable law, for
occupancy of the Premises under normal business operations, from 8:00 a.m. until
6:00 p.m. Monday through Friday, except on Holidays (as defined in Article 25).
Landlord shall not be responsible for inadequate air-conditioning or ventilation
to the extent the same occurs because Tenant uses any item of equipment
consuming more than 500 watts at rated capacity without providing adequate
air-conditioning and ventilation therefor.

         (C) Water for drinking, lavatory and toilet purposes at those points of
supply provided for nonexclusive general use of other tenants at the Property.

         (D) Customary office cleaning and trash removal service Monday through
Friday or Sunday through Thursday in and about the Premises.

         (E) Operatorless passenger elevator service (if the Property has such
equipment serving the Premises) and freight elevator service (if the Property
has such equipment serving the Premises, and subject to scheduling by Landlord)
in common with Landlord and other tenants and their contractors, agents and
visitors.

         (F) Landlord shall seek to provide such extra utilities or services as
Tenant may from time to time request, if the same are reasonable and feasible
for Landlord to provide and do not involve modifications or additions to the
Property or existing Systems and Equipment (as defined in Article 25), and if
Landlord shall receive Tenant's request within a reasonable period prior to the
time such extra utilities or services are required. Landlord may comply with
written or oral requests by any officer or employee of Tenant, unless Tenant
shall notify Landlord of, or Landlord shall request, the names of authorized
individuals (up to 3 for each floor on which the Premises are


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located) and procedures for written requests. Tenant shall, for such extra
utilities or services, pay such charges as Landlord shall from time to time
reasonably establish. All charges for such extra utilities or services shall be
due at the same time as the installment of Base Rent with which the same are
billed, or if billed separately, shall be due within twenty (20) days after such
billing.

         Landlord may install and operate meters or any other reasonable system
for monitoring or estimating any services or utilities used by Tenant in excess
of those required to be provided by Landlord under this Article (including a
system for Landlord's engineer to reasonably estimate any such excess usage). If
such system indicates such excess services or utilities, Tenant shall pay
Landlord's reasonable charges for installing and operating such system and any
supplementary air-conditioning, ventilation, heat, electrical or other systems
or equipment (or adjustments or modifications to the existing Systems and
Equipment), and Landlord's reasonable charges for such amount of excess services
or utilities used by Tenant.

         Landlord does not warrant that any services or utilities will be free
from shortages, failures, variations, or interruptions caused by repairs,
maintenance, replacements, improvements, alterations, changes of service,
strikes, lockouts, labor controversies, accidents, inability to obtain services,
fuel, steam, water or supplies, governmental requirements or requests, or other
causes beyond Landlord's reasonable control. None of the same shall be deemed an
eviction or disturbance of Tenant's use and possession of the Premises or any
part thereof, or render Landlord liable to Tenant for abatement of Rent, or
relieve Tenant from performance of Tenant's obligations under this Lease.
Landlord in no event shall be liable for damages by reason of loss of profits,
business interruption or other consequential damages.

                                    ARTICLE 8

                              ALTERATIONS AND LIENS

         Tenant shall make no additions, changes, alterations or Improvements
(the "Work") to the Premises or the Systems and Equipment (as defined In Article
25) pertaining to the Premises without the prior written consent of Landlord.
Landlord may impose reasonable requirements as a condition of such consent
including without limitation the submission of plans and specifications for
Landlord's prior written approval, obtaining necessary permits, posting bonds
obtaining insurance, prior approval of contractors, subcontractors and
suppliers, prior receipt of copies of all contracts and subcontracts, contractor
and subcontractor lien waivers, affidavits listing all contractors,
subcontractors and suppliers use of union labor (if Landlord uses union labor),
affidavits from engineers acceptable to Landlord stating that the Work will not
adversely affect the Systems and Equipment or the structure of the Property, and
requirements as to the manner and times in which such Work shall be done. All
Work shall be performed in a good and workmanlike manner and all materials used
shall be of a quality comparable to or better than those in the Premises and
Property and shall be in accordance with plans and specifications approved by
Landlord, and Landlord may require that all such Work be performed under
Landlord's supervision, In all cases, Tenant shall pay Landlord a reasonable fee
to cover Landlord's overhead in reviewing Tenant's plans and specifications and
performing any supervision of the Work. If Landlord consents or supervises, the
same shall not be deemed a warranty as to the adequacy of the design,
workmanship or quality of materials, and Landlord hereby expressly disclaims any
responsibility or liability for the same. Landlord shall under no circumstances
have any obligation to repair, maintain or replace any portion of the Work. See
Rider Five

         Tenant shall keep the Property and Premises free from any mechanic's,
materialman's of similar lions or other such encumbrances in connection with any
Work on or respecting the Premises not performed by or at the request of
Landlord and shall indemnity and hold Landlord harmless from and against any
claims, liabilities, judgments, or costs (including attorneys' fees) arising out
of the same or in connection therewith. Tenant shall give Landlord notice at
least twenty (20) days prior to the commencement of any Work on the Premises (or
such additional time as may be necessary under applicable Laws), to afford
Landlord the opportunity of posting and recording appropriate notices of
non-responsibility Tenant shall remove any such lien or encumbrance by bond or
otherwise within thirty (30) days after written notice by Landlord, and if
Tenant shall fail to do so, Landlord may pay the amount necessary to remove such
lien or encumbrance without being


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responsible for investigating the validity thereof. The amount so paid shall be
deemed additional Rent under this Lease payable upon demand without limitation
as to other remedies available to Landlord under this Lease. Nothing contained
in this Lease shall authorize Tenant to do any act which shall subject
Landlord's title to the Property or Premises to any liens or encumbrances
whether claimed by operation of law or express or implied contract. Any claim to
a lien or encumbrance upon the Property or Premises arising in connection with
any Work on or respecting the Premises not performed by or at the request of
Landlord shall be null and void, or at Landlord's option shall attach only
against Tenant's interest in the Premises and shall in all respects be
subordinate to Landlord's title to the Property and Premises.

                                    ARTICLE 9

                                     REPAIRS

         Except for customary cleaning and trash removal provided by Landlord
under Article 7, and damage covered under Article 10, Tenant shall keep the
Premises in good and sanitary condition, working order and repair (including
without limitation, carpet, wall-covering, doors, plumbing and other fixtures,
equipment, alterations and improvements whether installed by Landlord or
Tenant). In the event that any repairs, maintenance or replacements are
required, Tenant shall promptly arrange for them either through Landlord for
such reasonable charges as Landlord may from time to time establish, or such
controls as Landlord generally uses at the Property or such other contractors as
Landlord shall first approve in writing, and in a first class, workmanlike
manner approved by Landlord in advance in writing. If Tenant does not promptly
make such arrangements, Landlord may, but need not, make such repairs,
maintenance and replacements, and the costs paid of incurred by Landlord
therefor shall be reimbursed by Tenant promptly after request by Landlord.
Tenant shall indemnity Landlord and pay for any repairs, maintenance and
replacements to areas of the Property outside the Premises, caused, in whole or
in part, as a result of involving any furniture, fixtures, or other property to
or from the Premises, or by Tenant or its employees, agents, contractors, or
visitors (notwithstanding anything to the contrary contained in this Lease).
Except as provided in the preceding sentence, or for damage covered under
Article 10, Landlord shall keep the common areas of the Property in good and
sanitary condition, working order and repair (the cost of which shall be
included in Operating Expenses, as described in Article 25, except as limited
therein).

                                   ARTICLE 10

                                 CASUALTY DAMAGE

         If the Premises or any common areas of the Property providing access
thereto shall be damaged by fire or other casualty, Landlord shall use available
insurance proceeds to restore the same. Such restoration shall be to
substantially the condition prior to the casualty, except for modifications
required by zoning and building codes and other Laws or by any Holder (as
defined In Article 25), any other modifications to the common areas deemed
desirable by Landlord (provided access to the Premises is not materially
impaired), and except that Landlord shall not be required to repair of replace
any of Tenant's furniture, furnishings, fixtures or equipment, or any
alterations or improvements in excess of any work performed or paid for by
Landlord under any separate agreement signed by the parties in connection
herewith. Landlord shall not be liable for any inconvenience or annoyance to
Tenant or its visitors, or injury to Tenant's business resulting In any way from
such damage or the repair thereof. However, Landlord shall allow Tenant a
proportionate abatement of Rent during the time and to the extent the Premises
are unfit for occupancy for the purposes permitted under this Lease and not
occupied by Tenant as a result thereof (unless Tenant or its employees or agents
caused the damage). Notwithstanding the foregoing to the contrary, Landlord may
elect to terminate this Lease by notifying Tenant in writing of such termination
within sixty (60) days after the date of damage (such termination notice to
include a termination date providing at least ninety (90) days for Tenant to
vacate the Premises), if the Property shall be materially damaged by Tenant or
its employees or agents, or if the Property shall be damaged by fire or other
casualty of cause such that: (a) repairs to the Premises and access thereto
cannot reasonably be completed within 120 days after the casualty without the
payment of overtime or other premiums, (b) more than 25% of the Premises is
affected by the damage, and fewer than 24 months remain in the Term, or any
material damage occurs to the Premises during the last 12 months of the Term,

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(c) any Holder (as defined in Article 25) shall require that the insurance
proceeds or any portion thereof be used to retire the Mortgage debt (or shall
terminate the ground lease, as the case may be), or the damage is not fully
covered by Landlord's insurance policies, or (d) the cost of the repairs,
alterations, restoration or improvement work would exceed 25% of the replacement
value of the Building, or the nature of such work would make termination of this
Lease necessary or convenient. Tenant agrees that Landlord's obligation to
restore, and the abatement of Rent provided herein, shall be Tenant's sole
recourse In the event of such damage, and waives any other rights Tenant may
have under any applicable law to terminate the Lease by reason of damage to the
Premises or Property. Tenant acknowledges that this Article represents the
entire agreement between the parties respecting damage to the Premises or
Property.

ARTICLE 10A:

         Notwithstanding Article 10 or the Lease to the contrary, Tenant may
         terminate this Lease if Tenant is unable to use all or a substantial
         portion of the Premises as a result of fire or other casualty not
         caused by Tenant or its employees or agents, and: (a) Landlord fails to
         commence restoration work to the Premises and access thereto within
         sixty (60) days after the damage occurs, or (b) Landlord fails to
         substantially complete such work within 180 days after commencing the
         same (or if the Premises contains more than 5,000 rentable square feet,
         then an additional 30 days for each additional 5,000 rentable square
         feet), or such additional time as may be necessary due to strikes,
         lockouts or other labor troubles, shortages of equipment or materials,
         governmental requirements, power shortages or outages or other causes
         beyond Landlord's reasonable control, or (c) such work is reasonably
         estimated (which estimate Landlord shall provide within 60 days
         following the casualty), to take more than 180 days to substantially
         complete after being commenced (or if the Premises contains more than
         5,000 rentable square feet, then an additional 30 days for each
         additional 5,000 rentable square feet), or (d) more than 25% of the
         Premises is affected by the damage, and fewer than 24 months remain in
         the Term. In order to exercise any of the foregoing termination rights,
         Tenant must send Landlord at least sixty (60) days (but not more than
         120 days) advance notice specifying the basis for termination, and such
         notice must be given no later than thirty (30) days following the
         occurrence of the condition serving as the basis for the termination
         right invoked by Tenant. Such termination rights shall not be available
         to Tenant if: (i) Landlord substantially completes the repairs to the
         Premises and access thereto within sixty (60) days after Tenant's
         notice, or (ii) Landlord provides Tenant with new premises under
         Article 22(E) or otherwise and access thereto within sixty (60) days
         after Tenant's notice. Notwithstanding anything to the contrary
         contained herein, if Tenant, or its officers, employees, contractors,
         invitees or agents delay Landlord in performing the repairs, Landlord
         shall have additional time to complete the work equal to such delay and
         Tenant shall pay Landlord all Rent for the period or such delay.

                                   ARTICLE 11

                  INSURANCE, SUBROGATION, AND WAIVER OF CLAIMS

         Tenant shall maintain during the Term comprehensive (or commercial)
general liability insurance, with limits of not less than $1,000,000 combined
single limit for personal injury, bodily injury or death, or property damage or
destruction (including loss of use thereof) for any one occurrence. Tenant shall
also maintain during the Term, worker compensation insurance as required by
statute, and primary, noncontributory, "all-risk" property damage insurance
covering Tenant's personal property, business records, fixtures and equipment,
for damage or other loss caused by fire or other casualty or cause including,
but not limited to, vandalism and malicious mischief, theft, water damage of any
type, including sprinkler leakage, bursting or stoppage of pipes, explosion,
business interruption, and other insurable risks in amounts not less than the
full insurable replacement value of such property and full insurable value of
such other interests of Tenant (subject to reasonable deductible amounts).
Landlord shall, as part of Operating Expenses, maintain during the Term
comprehensive (or commercial) general liability insurance, with limits of not
less than $1,000,000 combined single limit for personal injury, bodily injury or
death, or property damage or destruction (including loss of use thereof) for any
one occurrence. Landlord shall also, as part of Operating Expenses, maintain
during the Term worker compensation insurance as required by statute, and
primary, non-contributory, extended coverage or "all-risk" property damage
insurance,


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in an amount equal to at least ninety percent (90%) of the full insurable
replacement value of the Property (exclusive of the costs of excavation,
foundations and footings, and such risks required to be covered by Tenant's
insurance, and subject to reasonable deductible amounts), or such other amount
necessary to prevent Landlord from being a co-insured, and such other coverage
is Landlord shall deem appropriate or that may be required by any Holder (as
defined in Article 25).

         Tenant shall provide Landlord with certificates evidencing such
coverage (and with respect to liability coverage showing Landlord and JMB
Properties Company as additional insureds) prior to the Commencement Date, which
shall state that such insurance coverage may not be changed or cancelled without
at least twenty (20) days' prior written notice to Landlord, and shall provide
renewal certificates to Landlord at least twenty (20) days prior to expiration
of such policies. Landlord may periodically, but not more often than every five
years, require that Tenant reasonably increase the aforementioned coverage.
Except as provided to the contrary herein, any insurance carried by Landlord or
Tenant shall be for the sole benefit of the party carrying such insurance. Any
insurance policies hereunder may be "blanket policies." All insurance required
hereunder shall be provided by responsible insurers and Tenant's insurer shall
be reasonably acceptable to Landlord. By this Article, Landlord and Tenant
intend that their respective property loss risks shall be borne by responsible
insurance carriers to the extent above provided, and Landlord and Tenant hereby
agree to look solely to, and seek recovery only from, their respective insurance
carriers in the event of a property loss to the extent that such coverage is
agreed to be provided hereunder. The parties each hereby waive all rights and
claims against each other for such losses, and waive all rights of subrogation
of their respective insurers, provided such waiver of subrogation shall not
affect the right of the insured to recover thereunder. The parties agree that
their respective insurance policies are now, or shall be, endorsed such that
said waiver of subrogation shall not affect the right of the insured to recover
thereunder, so long as no material additional premium is charged therefor.

                                   ARTICLE 12

                                  CONDEMNATION

         If the whole or any material part of the Premises or Property shall be
taken by power of eminent domain or condemned by any competent authority for any
public or quasi-public use or purpose, or if any adjacent property or street
shall be so taken or condemned, or reconfigured or vacated by such authority in
such manner as to require the use, reconstruction or remodeling of any part of
the Premises or Property, or if Landlord shall grant a deed or other instrument
in lieu of such taking by eminent domain or condemnation, Landlord shall have
the option to terminate this Lease upon ninety (90) days notice, provided such
notice is given no later than 180 days after the date of such taking,
condemnation, reconfiguration, vacation, deed or other instrument. Tenant shall
have reciprocal termination rights if the whole or any material part of the
Premises is permanently taken. or if access to the Premises is permanently
materially impaired. Landlord shall be entitled to receive the entire award or
payment in connection therewith, except that Tenant shall have the right to file
any separate claim available to Tenant for any taking of Tenant's personal
property and fixtures belonging to Tenant and removable by Tenant upon
expiration of the Term, and for moving expenses (so long as such claim does not
diminish the award available to Landlord or any Holder, and such claim is
payable separately to Tenant). All Rent shall be apportioned as of the date of
such termination, or the date of such taking, whichever shall first occur. If
any part of the Premises shall be taken, and this Lease shall not be so
terminated, the Rent shall be proportionately abated.

                                   ARTICLE 13

                              RETURN OF POSSESSION

         At the expiration or earlier termination of this Lease or Tenant's
right of possession, Tenant shall surrender possession of the Premises in the
condition required under Article 9, ordinary wear and tear excepted, and shall
surrender all keys, any key cards, and any parking stickers or cards, to
Landlord and advise Landlord as to the combination of any locks or vaults then
remaining In the Premises, and shall remove all trade fixtures and personal
property. All improvements, fixtures and other items in or upon the Premises
(except trade fixtures and personal property belonging to Tenant), whether
installed by Tenant or Landlord, shall be Landlord's property and shall remain
upon the Premises, all without compensation, allowance or credit to Tenant.
However, if prior to


                                        8

<PAGE>   9



such termination or within ten (10) days thereafter Landlord so directs by
notice, Tenant shall promptly remove such of the foregoing items as are
designated in such notice and restore the Premises to the condition prior to the
installation of such items; provided, Landlord shall not require removal of
customary office Improvements Installed pursuant to any separate agreement
signed by both parties in connection with entering this Lease (except as
expressly provided to the contrary therein), or installed by Tenant with
Landlord's written approval (except as expressly required by Landlord in
connection with granting such approval). Tenant shall fail to perform any
repairs or restoration, or fail to remove any items from the Premises required
hereunder. Landlord may do so, and Tenant shall pay Landlord the cost thereof
upon demand. All property removed from the Premises by Landlord pursuant to any
provisions of this Lease or any Law may be handled or stored by Landlord at
Tenant's expense, and Landlord shall in no event be responsible for the value,
preservation or safekeeping thereof. All property not removed from the Premises
or retaken from storage by Tenant within thirty (30) days after expiration or
earlier termination of this Lease or Tenant's right to possession. shall at
Landlord's option be conclusively deemed to have been conveyed by Tenant to
Landlord as if by bill of sale without payment by Landlord. Unless prohibited by
applicable Law, Landlord shall have a lien against such property for the costs
incurred in removing and storing the same.

                                   ARTICLE 14

                                  HOLDING OVER

         Unless Landlord expressly agrees otherwise in writing, Tenant shall pay
Landlord 150% of the amount of Rent then applicable (or the highest amount
permitted by Law, whichever shall be less) prorated on a per diem basis for each
day Tenant shall retain possession of the Premises or any part thereof after
expiration or earlier termination of this Lease, together with all damages
sustained by Landlord on account thereof. The foregoing provisions shall not
serve as permission for Tenant to hold-over, nor serve to extend the Term
(although Tenant shall remain bound to comply with all provisions of this Lease
until Tenant vacates the Premises, and shall be subject to the provisions of
Article 13). Notwithstanding the foregoing to the contrary, at any time before
or after expiration or earlier termination of the Lease, Landlord may serve
notice advising Tenant of the amount of Rent and other terms required, should
Tenant desire to enter a month-to-month tenancy (and if Tenant shall hold over
more than one full calendar month after such notice, Tenant shall thereafter be
deemed a month-to-month tenant, on the terms and provisions of this Lease then
in effect, as modified by Landlord's notice, and except that Tenant shall not be
entitled to any renewal or expansion rights contained in this Lease or any
amendments hereto).

                                   ARTICLE 15

                                    NO WAIVER

         No provision of this Lease will be deemed waived by either party unless
expressly waived in writing signed by the waiving party. No waiver shall be
implied by delay or any other act or omission of either party. No waiver by
either party of any provision of this Lease shall be deemed a waiver of such
provision with respect to any subsequent matter relating to such provision, and
Landlord's consent or approval respecting any action by Tenant shall not
constitute a waiver of the requirement for obtaining Landlord's consent or
approval respecting any subsequent action. Acceptance of Rent by Landlord shall
not constitute a waiver of any breach by Tenant of any term or provision of this
Lease. No acceptance of a lesser amount than the Rent herein stipulated shall be
deemed a waiver of Landlord's right to receive the full amount due, nor shall
any endorsement or statement on any check or payment or any letter accompanying
such check or payment be deemed an accord and satisfaction, and Landlord may
accept such check or payment without prejudice to Landlord's right to recover
the full amount due. The acceptance of Rent or of the performance of any other
term or provision from any Person other than Tenant, including any Transferee,
shall not constitute a waiver of Landlord's right to approve any Transfer.


                                        9

<PAGE>   10



                                   ARTICLE 16

                         ATTORNEYS' FEES AND JURY TRIAL

         In the event of any litigation between the parties, the prevailing
party shall be entitled to obtain, as part of the judgment, all reasonable
attorneys' fees, costs and expenses incurred in connection with such litigation
except as may be limited by applicable Law. In the interest of obtaining a
speedier and less costly hearing of any dispute, the parties hereby each
irrevocably waive the right to trial by jury.

                                   ARTICLE 17

               PERSONAL PROPERTY TAXES, RENT TAXES AND OTHER TAXES

         Tenant shall pay prior to delinquency all taxes, charges or other
governmental impositions assessed against or levied upon Tenant's fixtures,
furnishings, equipment and personal property located in the Premises, and any
Work to the Premises under Article 8. Whenever possible, Tenant shall cause all
such items to be assessed and billed separately from the property of Landlord.
In the event any such items shall be assessed and billed with the property of
Landlord, Tenant shall pay Landlord its share of such taxes, charges or other
governmental impositions within thirty (30) days after Landlord delivers a
statement and a copy of the assessment or other documentation showing the amount
of such impositions applicable to Tenant's property. Tenant shall pay any rent
tax or sales tax, service tax, transfer tax or value added tax, or any other
applicable tax on the Rent or services herein or otherwise respecting this
Lease.

                                   ARTICLE 18

                              REASONABLE APPROVALS

         Whenever Landlord's approval or consent is expressly required under
this Lease (including Article 21) or any other agreement between the parties,
Landlord shall not unreasonably withhold or delay such approval or consent
(reasonableness shall be a condition to Landlord's enforcement of such consent
or approval requirement, and not a covenant) except for matters affecting the
structure, safety or security of the Property, or the appearance of the Property
from any common or public areas.

                                   ARTICLE 19

               SUBORDINATION, ATTORNMENT AND MORTGAGEE PROTECTION

         This Lease is subject and subordinate to all Mortgages (as defined in
Article 25) now or hereafter placed upon the Property, and all other
encumbrances and matters of public record applicable to the Property. If any
foreclosure proceedings are initiated by any Holder or a deed in lieu is granted
(or if any ground lease is terminated), Tenant agrees upon written request of
any such Holder or any purchaser at foreclosure sale, to attorn and pay Rent to
such party and to execute and deliver any instruments necessary or appropriate
to evidence or effectuate such attornment (provided such Holder or purchaser
shall agree to accept this Lease and not disturb Tenant's occupancy, so long as
Tenant does not default and fail to cure within the time permitted hereunder).
However, in the event of attornment, no Holder shall be; (i) liable for any act
or omission of Landlord, or subject to any offsets or defenses which Tenant
might have against Landlord (prior to such Holder becoming Landlord under such
attornment), (ii) liable for any security deposit or bound by any prepaid Rent
not actually received by such Holder, or (iii) bound by any future modification
of this Lease not consented to by such Holder. Any Holder (as defined in Article
25) may elect to make this Lease prior to the lien of its Mortgage, by written
notice to Tenant, and if the Holder of any prior Mortgage shall require, this
Lease shall be prior to any subordinate Mortgage. Tenant agrees to give any
Holder by certified mail, return receipt requested, a copy of any notice of
default served by Tenant upon Landlord, provided that prior to such notice
Tenant has been notified in writing (by way of service on Tenant of a copy of an
assignment of leases, or otherwise) of the address of such Holder. Tenant
further agrees that if Landlord shall have failed to cure such default within
the times permitted Landlord for cure under this Lease, any such Holder whose
address has been provided to


                                       10

<PAGE>   11



Tenant shall have an additional period of thirty (30) days in which to cure (or
such additional time as may be required due to causes beyond such Holder's
control, including time to obtain possession of the Property by power of sale or
judicial action). Tenant shall execute such documentation as Landlord may
reasonably request from time to time, in order to confirm the matters set forth
in this Article in recordable form.

                                   ARTICLE 20

                              ESTOPPEL CERTIFICATE

         Tenant shall from time to time, within twenty (20) days after written
request from Landlord, execute, acknowledge and deliver a statement (i)
certifying that this Lease is unmodified and in full force and effect or, if
modified, stating the nature of such modification and certifying that this Lease
as so modified, is in full force and effect (or if this Lease is claimed not to
be in force and effect, specifying the ground therefor) and any dates to which
the Rent has been paid in advance, and the amount of any Security Deposit, (ii)
acknowledging that there are not, to Tenant's knowledge, any uncured defaults on
the part of Landlord hereunder, or specifying such defaults if any are claimed,
and (iii) certifying such other matters as Landlord may reasonably request, or
as may be requested by Landlord's current or prospective Holders, insurance
carriers, auditors, and prospective purchasers. Any such statement may be relied
upon by any such parties. If Tenant shall fail to execute and return such
statement within the time required herein, Tenant shall be deemed to have agreed
with the matters set forth therein.

                                   ARTICLE 21

                            ASSIGNMENT AND SUBLETTING

         (A) Transfers. Tenant shall not, without the prior written consent of
Landlord, which consent shall not be unreasonably withhold, as further described
below: (i) assign, mortgage, pledge, hypothecate, encumber, or permit any lien
to attach to, or otherwise transfer, this Lease or any interest hereunder, by
operation of law or otherwise, (ii) sublet the Premises or any part thereof, or
(iii) permit the use of the Premises by any Persons (as defined in Article 25)
other than Tenant and its employees (all of the foregoing are hereinafter
sometimes referred to collectively as "Transfers" and any Person to whom any
Transfer is made or sought to be made is hereinafter sometimes referred to as a
"Transferee"). If Tenant shall desire Landlord's consent to any Transfer, Tenant
shall notify Landlord in writing, which notice shall include: (a) the proposed
effective date (which shall not be less than 30 nor more than 180 days after
Tenant's notice), (b) the portion of the Premises to be Transferred (herein
called the "Subject Space"), (c) the terms of the proposed Transfer and the
consideration therefor, the name and address of the proposed Transferee, and a
copy of all documentation pertaining to the proposed Transfer, and (d) current
financial statements of the proposed Transferee certified by an officer, partner
or owner thereof, and any other information to enable Landlord to determine the
financial responsibility, character, and reputation of the proposed Transferee,
nature of such Transferee's business and proposed use of the Subject Space, and
such other information as Landlord may reasonably require. Any Transfer made
without complying with this Article shall, at Landlord's option, be null, void
and of no effect, or shall constitute a Default under this Lease. Whether or not
Landlord shall grant consent, Tenant shall pay $300.00 towards Landlord's review
and processing expenses, as well as any reasonable legal fees incurred by
Landlord, within thirty (30) days after written request by Landlord.
Notwithstanding anything to the contrary in Article 21, Tenant may permit the
Premises to be used by, or may sublease the Premises or assign this Lease to any
party which directly or indirectly, (i) wholly owns or controls Tenant, (ii) is
wholly owned or controlled by Tenant, (iii) is under common ownership or control
with Tenant, or (iv) into which Tenant or any of the foregoing parties is
merged, consolidated or reorganized. or to which all or substantially all of
Tenant's assets or any such other party's assets are sold, without Landlord's
consent, provided: (a) Landlord shall receive a copy of the executed transfer
document promptly after execution, (b) Tenant shall remain liable under this
Lease and (c) the Transferee shall expressly assume Tenant's obligations under
this Lease.

         (B) Approval. Landlord will not unreasonably withhold its consent (as
provided in Article 18) to any proposed Transfer of the Subject Space to the
Transferee on the terms specified in Tenant's notice. The parties hereby agree
that it shall be reasonable under this Lease and under


                                       11

<PAGE>   12



any applicable Law for Landlord to withhold consent to any proposed Transfer
where one or more of the following applies (without limitation as to other
reasonable grounds for withholding consent): (i) the Transferee is of a
character or reputation or engaged in a business which is not consistent with
the quality of the Property, or would be a significantly less prestigious
occupant of the Property than Tenant, (ii) the Transferee intends to use the
Subject Space for purposes which are not permitted under this Lease, (iii) the
Subject Space is not regular in shape with appropriate means of ingress and
egress suitable for normal renting purposes, (iv) the Transferee is either a
government (or agency or instrumentality thereof) or an occupant of the
Property, (v) the proposed Transferee does not have a reasonable financial
condition in relation to the obligations to be assumed in connection with the
Transfer, or (vi) Tenant has committed and failed to cure a Default at the time
Tenant requests consent to the proposed Transfer.

         (C) Transfer Premium. If Landlord consents to a Transfer, and as a
condition thereto which the parties hereby agree is reasonable, Tenant shall pay
Landlord fifty percent (50%) of any Transfer Premium derived by Tenant from such
Transfer. "Transfer Premium" shall mean all rent, additional rent or other
consideration paid by such Transferee in excess of the Rent payable by Tenant
under this Lease (on a monthly basis during the Term, and on a per rentable
square foot basis, if less than all of the Premises is transferred), after
deducting the reasonable expenses incurred by Tenant for any changes,
alterations and improvements to the Premises, any other economic concessions or
services provided to the Transferee, and any customary brokerage commissions
paid in connection with the Transfer. If part of the consideration for such
Transfer shall be payable other than in cash, Landlord's share of such non-cash
consideration shall be in such form as is reasonably satisfactory to Landlord.
The percentage of the Transfer Premium due Landlord hereunder shall be paid
within ten (10) days after Tenant receives any Transfer Premium from the
Transferee.

         (D) Recapture. Notwithstanding anything to the contrary contained in
this Article, Landlord shall have the option, by giving written notice to Tenant
within thirty (30) days after receipt of Tenant's notice of any proposed
Transfer, to recapture the Subject Space. Such recapture notice shall cancel and
terminate this Lease with respect to the Subject Space as of the date stated in
Tenant's notice as the effective date of the proposed Transfer (or at Landlord's
option, shall cause the Transfer to be made to Landlord or its agent, in which
event the parties shall execute the Transfer documentation promptly thereafter).
If this Lease shall be cancelled with respect to less than the entire Premises,
the Rent reserved herein shall be prorated on the basis of the number of
rentable square feet retained by Tenant in proportion to the number of rentable
square feet contained in the Premises, this Lease as so amended shall continue
thereafter in full force and effect, and upon request of either party, the
parties shall execute written confirmation of the same.

         (E) Terms of Consent. If Landlord consents to a Transfer: (a) the terms
and conditions of this Lease, including among other things, Tenant's liability
(or the Subject Space, shall in no way be deemed to have been waived or
modified, (b) such consent shall not be deemed consent to any further Transfer
by either Tenant or a Transferee, (c) no Transferee shall succeed to any rights
provided in this Lease or any amendment hereto to extend the Term of this Lease,
expand the Premises, or lease additional space, any such rights being deemed
personal to Tenant, (d) Tenant shall deliver to Landlord promptly after
execution, an original executed copy of all documentation pertaining to the
Transfer in form reasonably acceptable to Landlord, and (e) Tenant shall furnish
upon Landlord's request a complete statement, certified by an independent
certified public accountant, or Tenant's chief financial officer, setting forth
in detail the computation of any Transfer Premium Tenant has derived and shall
derive from such Transfer. Landlord or its authorized representatives shall have
the right at all reasonable times to audit the books, records and papers of
Tenant relating to any Transfer, and shall have the right to make copies
thereof. If the Transfer Premium respecting any Transfer shall be found
understated, Tenant shall within thirty (30) days after demand pay the
deficiency, and if understated by more than 2%, Tenant shall pay Landlord's
costs of such audit. Any sublease hereunder shall be subordinate and subject to
the provisions of this Lease and if this Lease shall be terminated during the
term of any sublease. Landlord shall have the right to: (i) treat such sublease
as cancelled and repossess the Subject Space by any lawful means or (ii) require
that such subtenant attorn to and recognize Landlord as its landlord under any
such sublease. If Tenant shall Default and fail to cure within the time
permitted for cure under Article 23(A), Landlord is hereby irrevocably
authorized, as Tenant's agent and attorney-in-fact, to direct any Transferee to
make all payments under or in connection with the Transfer directly to Landlord


                                       12

<PAGE>   13



(which Landlord shall apply towards Tenant's obligations under this Lease) until
such Default is cured.

         (F) Certain Transfers. For purposes of this Lease the term "Transfer"
shall also include (a) if Tenant is in partnership, the withdrawal or change,
voluntary, involuntary or by operation of law, of a majority of the partner, or
a transfer of a majority of partnership interests, within a twelve month period,
or the dissolution of the partnership, and (b) if Tenant is a closely hold
corporation (i.e., whose stock is not publicly held and not traded through an
exchange or over the counter), the dissolution, merger, consolidation or other
reorganization of Tenant, or within a twelve month period: (i) the sale or other
transfer of more than an aggregate of 50% of the voting shares of Tenant (other
than to immediate family members by reason of gift or death) or (ii) the sale,
mortgage, hypothecation or pledge of more than an aggregate of 50% of Tenant's
net assets.

                                   ARTICLE 22

                           RIGHTS RESERVED BY LANDLORD

Except to the extent expressly limited herein, Landlord reserves full rights to
control the Property (which rights may be exercised without subjecting Landlord
to claims for constructive eviction, abatement of Rent, damages or other claims
of any kind), including more particularly, but without limitation, the following
rights:

         (A) To change the name or street address of the Property; install and
maintain signs on the exterior and interior of the Property, retain at all
times, and use in appropriate instances, keys to all doors within and into the
Premises; grant to any Person the right to conduct any business or render any
service at the Property, whether or not it is the same or similar to the use
permitted Tenant by this Lease; and have access for Landlord and other tenants
of the Property to any mail chutes located on the Premises according to the
rules of the United States Postal Service, subject to Landlord compliance with
Tenant's reasonable security procedures.

         (B) To enter the Premises at reasonable hours for reasonable purposes,
including inspection and supplying cleaning service or other services to be
provided Tenant hereunder, to show the Premises to current and prospective
mortgage lenders, ground lessors, insurers, and prospective purchasers, tenants
and brokers, at reasonable hours, and if Tenant shall abandon the Premises at
any time, or shall vacate the same during the last three (3) months of the Term,
to decorate. remodel, repair, or alter the Premises, subject to Landlord's
compliance with Tenant's reasonable security procedures.

         (C) To limit or prevent access to the Property, shut down elevator
service, activate elevator emergency controls, or otherwise take such action or
preventative measures deemed necessary by Landlord for the safety of tenants or
other occupants of the Property or the protection of the Property and other
property located thereon or therein, in case of fire, invasion, insurrection,
riot, civil disorder, public excitement or other dangerous condition, or threat
thereof.

         (D) To decorate and to make alterations, additions and improvements,
structural or otherwise, in or to the Property or any part thereof and any
adjacent building, structure, parking facility, land, street or alley (including
without limitation changes and reductions in corridors, lobbies, parking
facilities and other public areas and the installation of kiosks, planters,
sculptures, displays, escalators, mezzanines, and other structures, facilities,
amenities and features therein, and changes for the purpose of connection with
or entrance into or use of the Property in conjunction with any adjoining or
adjacent building or buildings, now existing or hereafter constructed). In
connection with such matters, or with any other repairs, maintenance,
improvements or alterations, in or about the Property, Landlord may erect
scaffolding and other structures reasonably required, and during such operations
may enter upon the Premises and take into and upon or through the Premises, all
materials required to make such repairs, maintenance, alterations or
improvements, and may close public entry ways, other public areas, restrooms,
stairways or corridors.

         (E) In connection with entering the Premises to exercise any of the
foregoing rights, Landlord shall: (a) provide reasonable advance written or oral
notice to Tenant's on-site manager


                                       13

<PAGE>   14



or other appropriate person (except in emergencies. or for routine cleaning or
other routine matters), and (b) take reasonable steps to minimize any
interference with Tenant's business.

                                   ARTICLE 23

                               LANDLORD'S REMEDIES

         (A) Default. The occurrence of any one or more of the following events
shall constitute a "Default" by Tenant, which if not cured within any applicable
time permitted for cure below, shall give rise to Landlord's remedies set forth
in Paragraph (B), below: (i) failure by Tenant to make when due any payment of
Rent, unless such failure is cured within ten (10) days written notice; (ii)
failure by Tenant to observe or perform any of the terms or conditions of this
Lease to be observed or performed by Tenant other than the payment of Rent, or
as provided below, unless such failure is cured within thirty (30) days after
notice, or such shorter period expressly provided elsewhere in this Lease
(provided, if the nature of Tenant's failure is such that more time is
reasonably required in order to cure, Tenant shall not be in Default if Tenant
commences to cure within such period and thereafter reasonably seeks to cure
such failure to completion); (iii) failure by Tenant to comply with the Rules,
unless such failure is cured within five (5) days attar notice (provided, if the
nature of Tenant's failure is such that more time is reasonably required in
order to cure. Tenant shall not be in Default if Tenant commences to cure within
such period and thereafter reasonably seeks to cure such failure to completion);
(iv) vacation of all or a substantial portion of the Premises for more than
thirty (30) consecutive days, or the failure to take possession of the Premises
within sixty (60) days after the Commencement Date, (v) (a) making by Tenant or
any guarantor of this Lease ("Guarantor") of any general assignment for the
benefit of creditors, (b) filing by or against Tenant or any Guarantor of a
petition to have Tenant or such Guarantor adjudged a bankrupt or a petition for
reorganization or arrangement under any law relating to bankruptcy (unless, in
the case of a petition filed against Tenant or such Guarantor, the same is
dismissed within sixty (60) days), (c) appointment of a trustee or receiver to
take possession of substantially all of Tenant's assets located on the Premises
or of Tenant's interest in this Lease, where possession is not restored to
Tenant within thirty (30) days, (d) attachment, execution or other judicial
seizure of substantially all of Tenant's assets located on the Premises or of
Tenant's interest in this Lease, (e) Tenant's or any Guarantor's convening of a
meeting of its creditors or any class thereof for the purpose of effecting a
moratorium upon or composition of its debts, or (f) Tenant's or any Guarantor's
insolvency or admission of an inability to pay its debts as they mature; (vi)
any material misrepresentation herein, or material misrepresentation or omission
in any financial statements or other materials provided by Tenant or any
Guarantor in connection with negotiating or entering this Lease or in connection
with any Transfer under Article 21, (vii) cancellation of any guaranty of this
Lease by any Guarantor. Failure by Tenant to comply with the same term or
condition of this Lease on three occasions during any twelve (12) month period
shall cause any failure to comply with such term or condition during the
succeeding twelve (12) month period, at Landlord's option, to constitute an
incurable Default. If Landlord has given Tenant notice of each such failure with
ten (10) days after such failure occurs. The notice and cure periods provided
herein are in lieu of, and not in addition to, any notice and cure periods
provided by Law.

         (B) Remedies. If a default occurs and is not cured within any
applicable time permitted under paragraph (a), landlord shall have the rights
and remedies hereinafter set forth, which shall be distinct, separate and
cumulative with and In addition to any other right or remedy allowed under any
Law or other provisions of this Lease:

                  (i) Landlord may terminate this Lease, repossess the Premises
by detainer suit, summary proceedings or other lawful means and recover as
damages a sum of money equal to: (a) any unpaid Rent as of the termination date
including interest at the Default Rate (as defined in Article 25), (b) any
unpaid Rent which would have accrued after the termination date through the time
of award including interest at the Default Rate, less such loss of Rent that
Tenant proves could have been reasonably avoided, (c) any unpaid Rent which
would have accrued after the time of award during the balance of the Term, less
such loss of Rent that Tenant proves could be reasonably avoided, and (d) any
other amounts necessary to compensate Landlord for all damages proximately
caused by Tenant's failure to perform its obligations under this Lease,
including without limitation all Costs of Reletting (as defined in Paragraph F).
For purposes of computing the amount of Rent herein that would have accrued
after the time of award, Tenant's Prorata Share of Taxes and


                                       14

<PAGE>   15



Operating Expenses, and CPl Escalation Amounts, shall be projected, based upon
the average rate of increase, if any, in such items from the Commencement Date
through the time of award.

                  (ii) If applicable law permits, Landlord may terminate
Tenant's right of possession and repossess the Premises by detainer suit,
summary proceedings or other lawful means, without terminating this Lease (and
if such law permits, and Landlord shall not have expressly terminated the Lease
in writing, any termination shall be deemed a termination of Tenant's right of
possession only). In such event, Landlord may recover: (a) any unpaid Rent as of
the date possession is terminated, including interest at the Default Rate, (b)
any unpaid Rent which accrues during the Term from the date possession is
terminated through the time of award (or which may have accrued from the time of
any earlier award obtained by Landlord through the time of award), including
interest at the Default Rate, less any Net Re-Letting Proceeds (as defined in
Paragraph F) received by Landlord during such period, and less such loss of Rent
that Tenant proves could have been reasonably avoided, and (c) any other amounts
necessary to compensate Landlord for all damages proximately caused by Tenant's
failure to perform its obligations under this Lease, including without
limitation, all Costs of Reletting (as defined in Paragraph F). Landlord may
bring suits for such amounts or portions thereof, at any time or times as the
same accrue or after the same have accrued, and no suit or recovery of any
portion due hereunder shall be deemed a waiver of Landlord's right to collect
all amounts to which Landlord is entitled hereunder, nor shall the same serve as
any defense to any subsequent suit brought for any amount not theretofor reduced
to judgment.

         (C) Mitigation of Damages. If Landlord terminates this Lease or
Tenant's right to possession, Landlord shall use reasonable efforts to mitigate
Landlord's damages, and Tenant shall be entitled to submit proof of such failure
to mitigate as a defense to Landlord's claims hereunder. If Landlord has not
terminated this Lease or Tenant's right to possession, Landlord shall have no
obligation to mitigate. and may permit the Premises to remain vacant or
abandoned, in such case, Tenant may seek to mitigate damages by attempting to
sublease the Premises or assign this Lease (subject to Article 21).

         (D) Specific Performance, Collection of Rent and Acceleration. Landlord
shall at all times have the rights and remedies (which shall be cumulative with
each other and cumulative and in addition to those rights and remedies available
under Paragraph (B), above or any law or other provision of this Lease), without
prior demand or notice except as required by applicable law: (i) to seek any
declaratory, injunctive or other equitable relief, and specifically enforce this
Lease. or restrain or enjoin a violation or breach of any provision hereof, and
(ii) to sue for and collect any unpaid Rent which has accrued.

         (E) Late Charges and Interest. Tenant shall pay, as additional Rent, a
service charge of Two Hundred Dollars ($200.00) for bookkeeping and
administrative expenses, if Rent is not received within five (5) business days
after its due date. In addition, any Rent paid more than five (5) days after due
shall accrue interest from the due date at the Default Rate (as defined in
Article 25), until payment is received by Landlord. Such service charge and
interest payments shall not be deemed consent by Landlord to late payments, nor
a waiver of Landlord's right to insist upon timely payments at any time, nor a
waiver of any remedies to which Landlord is entitled as a result of the late
payment of Rent.

         (F) Certain Definitions. "Net Re-Letting Proceeds" shall mean the total
amount of rent and other consideration paid by any Replacement Tenants, less all
Costs of Re-Letting, during a given period of time. "Costs of Re-Letting" shall
include without limitation all reasonable costs and expenses incurred by
Landlord for any repairs, maintenance, changes, alterations and improvements to
the Premises, brokerage commissions, advertising costs, attorneys' fees, any
customary free rent periods or credits, tenant improvement allowances, take-over
lease obligations and other customary, necessary or appropriate economic
incentives required to enter leases with Replacement Tenants, and costs of
collecting rent from Replacement Tenants. "Replacement Tenants" shall mean any
Persons (as defined in Article 25) to whom Landlord re-lets the Premises or any
portion thereof pursuant to this Article.

         (G) Other Matters. No re-entry or repossession, repairs, changes,
alterations and additions, reletting, acceptance of keys from Tenant, or any
other action or omission by Landlord

                                       15

<PAGE>   16



shall be construed as an election by Landlord to terminate this Lease or
Tenant's right to possession, or accept a surrender of the Premises, nor shall
the same operate to release the Tenant in whole or in part from any of Tenant's
obligations hereunder, unless express written notice of such intention is sent
by Landlord or its agent to Tenant. To the fullest extent permitted by law, all
rent and other consideration paid by any Replacement Tenants shall be applied:
first, to the Costs of Re-Letting, second, to the payment of any Rent
theretofore accrued, and the residue, if any, shall be held by Landlord and
applied to the payment of other obligations of Tenant to Landlord as the same
become due (with any remaining residue to be retained by Landlord). Rent shall
be paid without any prior demand or notice therefor (except as expressly
provided herein) and without any deduction, and without any deduction, set-off
or counterclaim, or relief from any valuation or appraisement laws. Landlord may
apply payments received from Tenant to any obligations of Tenant then accrued,
without regard to such obligations as may be designated by Tenant. Landlord
shall be under no obligation to observe or perform any provision of this Lease
on its part to be observed or performed which accrues after the date of any
Default by Tenant hereunder not cured within the times permitted hereunder. The
times set forth herein for the curing of Defaults by Tenant are of the essence
of this Lease. Tenant hereby irrevocably waives any right otherwise available
under any Law to redeem or reinstate this Lease.

                                   ARTICLE 24

                            LANDLORD'S RIGHT TO CURE

         If Landlord shall fail to perform any term or provision under this
Lease required to be performed by Landlord, Landlord shall not be deemed to be
in default hereunder nor subject to any claims for damages of any kind, unless
such failure shall have continued for a period of thirty (30) days after written
notice thereof by Tenant; provided, if the nature of Landlord's failure is such
that more than thirty (30) days are reasonably required in order to cure,
Landlord shall not be in default if Landlord commences to cure such failure
within such thirty (30) day period, and thereafter reasonably seeks to cure such
failure to completion. The aforementioned periods of time permitted for Landlord
to cure shall be extended for any period of time during which Landlord is
delayed in, or prevented from, curing due to fire or other casualty, strikes,
lock-outs or other labor troubles, shortages of equipment or materials,
governmental requirements, power shortages or outages, acts or omissions by
Tenant or other Persons and other causes beyond Landlord's reasonable control.
If Landlord shall fail to cure within the times permitted for cure herein,
Landlord shall be subject to such remedies as may be available to Tenant
(subject to the other provisions of this Lease); provided, in recognition that
Landlord must receive timely payments of Rent and operate the Property, Tenant
shall have no right of self-help to perform repairs or any other obligation of
Landlord, and shall have no right to withhold, set-off, or abate Rent.

                                   ARTICLE 25

                     CAPTIONS, DEFINITIONS AND SEVERABILITY

         The captions of the Articles and Paragraphs of this Lease are for
convenience of reference only and shall not be considered or referred to in
resolving questions of interpretation. If any term or provision of this Lease
shall be found invalid, void, illegal, or unenforceable with respect to any
particular person by a court of competent jurisdiction, it shall not affect,
impair or invalidate any other terms or provisions hereof, or its enforceability
with respect to any other person, the parties hereto agreeing that they would
have entered into the remaining portion of this Lease notwithstanding the
omission of the portion or portions adjudged invalid, void, illegal, or
unenforceable with respect to such Person.

         (A) "Building" shall mean the structure identified in Article 1 of this
Lease.

         (B) "CPI" shall mean the Consumer Price Index for All Urban Consumers,
All Items (Base year 1982-1984 = 100) published by the United States Department
of Labor, Bureau of Labor Statistics (or if a separate index is published by the
Bureau of Labor Statistics for a metropolitan area within 100 miles of the
Property, then such metropolitan index). If the Bureau of Labor Statistics
substantially revises the manner in which the CPI is determined, an adjustment
shall be made in the revised Index which would produce results equivalent as
nearly as possible to those which would


                                       16

<PAGE>   17



be obtained hereunder if the CPI were not so revised. If the 1982-1984 average
shall no longer be used as an index of 100, such change shall constitute a
substantial revision. If the CPI becomes unavailable to the public because
publication is discontinued, or otherwise, Landlord shall substitute therefor a
comparable Index based upon changes in the cost of living or purchasing power of
the consumer dollar published by a governmental agency, major bank, other
financial institution, university or recognized financial publisher. If the CPI
is available on a monthly (or alternating monthly) basis, the CPI for the months
in which (or immediately preceding, as the case may be) the Commencement Date
and Adjustment Date respectively occur shall be used.

         (C) "Default Rate" shall mean eighteen percent (18%) per annum, or the
highest rate permitted by applicable Law, whichever shall be less.

         (D) "Holder" shall mean the holder of any Mortgage at the time in
question, and where such Mortgage is a ground lease, such term shall refer to
the ground lessor.

         (E) "Holidays" shall mean all federally observed holidays, including
New Year's Day, President's Day, Memorial Day, Independence Day, Labor Day,
Veterans' Day, Thanksgiving Day, Christmas Day, and to the extent of utilities
or services provided by union members engaged at the Property, such other
holidays observed by such unions.

         (F) "Landlord" and "Tenant" shall be applicable to one or more persons
as the case may be, and the singular shall include the plural, and the neuter
shall include the masculine and feminine, and if there be more than one, the
obligations thereof shall be joint and several. For purposes of any provisions
indemnifying or limiting the liability of Landlord, the term "Landlord" shall
include Landlord's present and future partners, beneficiaries, trustees,
officers, directors, employees, shareholders, principals, agents, affiliates,
successors and assigns.

         (G) "Law" shall mean all federal, state, county and local governmental
and municipal laws, statutes, ordinances, rules, regulations, codes, decrees,
orders and other such requirements, applicable equitable remedies and decisions
by courts in cases where such decisions are considered binding precedents in the
state in which the Property is located, and decisions of federal courts applying
the Laws of such State.

         (H) "Mortgage" shall mean all mortgages, deeds of trust, ground leases
and other such encumbrances now or hereafter placed upon the Property or
Building, or any part thereof, and all renewals, modifications, consolidations,
replacements or extensions thereof, and all indebtedness now or hereafter
secured thereby and all interest thereon.

         (I) "Operating Expenses" shall mean all expenses, costs and amounts
(other than Taxes) of every kind and nature which Landlord shall pay during any
calendar year any portion of which occurs during the Term, because of or in
connection with the ownership, management, repair, maintenance, restoration and
operation of the Property, including without limitation, any amounts paid for:
(a) utilities for the Property, including but not limited to electricity, power,
gas, steam, oil or other fuel, water, sewer, lighting, heating, air conditioning
and ventilating, (b) permits, licenses and certificates necessary to operate,
manage and lease the Property, (c) insurance applicable to the Property, not
limited to the amount of coverage Landlord is required to provide under this
Lease, (d) supplies, tools, equipment and materials used in the operation,
repair and maintenance of the Property, (e) accounting, legal, inspection,
consulting, concierge and other services, (f) any equipment rental (or
installment equipment purchase or equipment financing agreements), or management
agreements (including the cost of any management fee actually paid thereunder
and the fair rental value of any office space provided thereunder, up to
customary and reasonable amounts), (g) wages, salaries and.other compensation
and benefits (including the fair value of any parking privileges provided) for
all persons engaged in the operation, maintenance or security of the Property,
and employer's Social Security taxes, unemployment taxes or insurance, and any
other taxes which may be levied on such wages, salaries, compensation and
benefits, (h) payments under any easement, operating agreement, declaration,
restrictive covenant, or instrument pertaining to the sharing of costs in any
planned development, and (i) operation, repair, and maintenance of all systems
and equipment and components thereof (including replacement of components),
janitorial service, alarm and security service, window cleaning, trash removal,
elevator maintenance, cleaning of walks, parking facilities. and building walls,
removal of ice and snow, replacement of wall and


                                       17

<PAGE>   18



floor coverings, ceiling tiles and fixtures in lobbies, corridors, restrooms and
other common or public areas or facilities, maintenance and replacement of
shrubs, trees, grass, sod and other landscaped items, irrigation systems,
drainage facilities, fences, curbs, and walkways, re-paving and re-striping
parking facilities, and roof repair. If the Property is not fully occupied
during all or a portion of any calendar year, Landlord may, in accordance with
sound accounting and management practices, determine the amount of variable
Operating Expenses (i.e. those items which vary according to occupancy levels)
that would have been paid had the Property been fully occupied, and the amount
so determined shall be deemed to have been the amount of variable Operating
Expenses for such year. Notwithstanding the foregoing, Operating Expenses shall
not, however, include:

                  (i) depreciation, interest and amortization on Mortgages, and
other debt costs or ground lease payments, if any; legal fees in connection with
leasing, tenant disputes or enforcement of leases; real estate brokers' leasing
commissions improvements or alterations to tenant spaces; the cost of providing
any service directly to and paid directly by, any tenant, any costs expressly
excluded from Operating Expenses elsewhere in this Lease; costs of any items to
the extent Landlord receives reimbursement from insurance proceeds or from a
third party (such proceeds to be deducted from Operating Expenses in the year in
which received); and

                  (ii) capital expenditures, except those: (a) made primarily to
reduce Operating Expenses, or to comply with any laws or other governmental
requirements, or (b) for replacements (as opposed to additions or new
Improvements) of non-structural items located in the common areas of the
Property required to keep such areas in good condition, provided, all such
permitted capital expenditures (together with reasonable financing charges)
shall be amortized for purposes of this Lease over the shorter of: (i) their
useful lives, (ii) the period during which the reasonably estimated savings in
Operating Expenses equals the expenditures, or (iii) three (3) years.

         (J) "Person" shall mean an individual, trust, partnership, joint
venture, association, corporation, and any other entity.

         (K) "Property" shall mean the Building, and any common or public areas
or facilities, easements, corridors, lobbies. sidewalks, loading areas,
driveways, landscaped areas, skywalks, parking garages and lots, and any and all
other structures or facilities operated or maintained in connection with or for
the benefit of the Building, and all parcels or tracts of land on which all or
any portion of the Building or any of the other foregoing items are located. and
any fixtures, machinery, equipment, apparatus, systems and equipment, furniture
and other personal property located thereon or therein and used in connection
therewith, whether title is held by Landlord or its affiliates. Possession of
areas necessary for utilities, services, safety and operation of the Property,
including the Systems and Equipment (as defined in Article 25), fire stairways,
perimeter walls, space between the finished ceiling of the Premises and the slab
of the floor or roof of the Property thereabove, and the use thereof together
with the right to install, maintain, operate, repair and replace the Systems and
Equipment, including any of the same in, through, under or above the Premises in
locations that will not materially interfere with Tenant's use of the Premises,
are hereby excepted and reserved by Landlord, and not demised to Tenant. If the
Building shall be part of a complex, development or group of buildings or
structures collectively owned or managed by Landlord or its affiliates or
collectively managed by Landlord's managing agent, the Property shall, at
Landlord's option also be deemed to include such other of those buildings or
structures as Landlord shall from time to time designate, and shall initially
include such buildings and structures (and related facilities and parcels on
which the same are located) as Landlord shall have incorporated by reference to
the total square footage of the Property in Article 1.

         (L) "Rent" shall have the meaning specified therefor in Article 3(G).

         (M) "Systems and Equipment" shall mean any plant, machinery,
transformers, duct work, cable, wires, and other equipment, facilities, and
systems designed to supply heat, ventilation, air conditioning and humidity or
any other services or utilities, or comprising or serving as any component or
portion of the electrical, gas, steam, plumbing, sprinkler. communications,
alarm, security, or fire/life/safety systems or equipment, or any other
mechanical, electrical, electronic, computer or other systems or equipment for
the Property.



                                       18

<PAGE>   19



         (N) "Taxes" shall mean all federal, state, county, or local
governmental or municipal taxes, fees, charges or other impositions of every
kind and nature, whether general, special, ordinary or extraordinary (including
without limitation, real estate taxes, general and special assessments, transit
taxes, water and sewer rents, taxes based upon the receipt of rent including
gross receipts or sales taxes applicable to the receipt of rent or service or
value added taxes (unless required to be paid by Tenant under Article 17),
personal property taxes imposed upon the fixtures, machinery, equipment,
apparatus, Systems and Equipment, appurtenances, furniture and other personal
property used in connection with the Property which Landlord shall pay during
any calendar year, any portion of which occurs during the Term (without regard
to any different fiscal year used by such government or municipal authority)
because of or in connection with the ownership, leasing and operation of the
Property. Notwithstanding the foregoing, there shall be excluded from Taxes all
excess profits taxes, franchise taxes, gift taxes, capital stock taxes,
inheritance and succession taxes, estate taxes, federal and state income taxes,
and other taxes to the extent applicable to Landlord's general or net income (as
opposed to rents, receipts or income attributable to operations at the
Property). If the method of taxation of real estate prevailing at the time of
execution hereof shall be, or has been altered, so as to cause the whole or any
part of the taxes now, hereafter or heretofor levied, assessed or imposed on
real estate to be levied, assessed or imposed on Landlord, wholly or partially,
as a capital levy or otherwise, or on or measured by the rents received
therefrom, then such new or altered taxes attributable to the Property shall be
included within the term "Taxes," except that the same shall not include any
enhancement of said tax attributable to other income of Landlord. Any expenses
incurred by Landlord in attempting to protest, reduce or minimize Taxes shall be
included in Taxes in the calendar year such expenses are paid. Tax refunds shall
be deducted from Taxes in the year they are received by Landlord, but if such
refund shall relate to taxes paid in a prior year of the Term, and the Lease
shall have expired, Landlord shall mail Tenant's Prorata Share of such net
refund (after deducting expenses and attorneys' fees), up to the amount Tenant
paid towards Taxes during such year, to Tenant's last known address. If Taxes
for any period during the Term or any extension thereof, shall be increased
after payment thereof by Landlord, for any reason including without limitation
error or reassessment by applicable governmental or municipal authorities,
Tenant shall pay Landlord upon demand Tenant's Prorata Share of such increased
Taxes. Tenant shall pay increased Taxes whether Taxes are increased as a result
of increases in the assessment or valuation of the Property (whether based on a
sale, change in ownership or refinancing of the Property or otherwise),
increases in the tax rates, reduction or elimination of any rollbacks or other
deductions available under current law, scheduled reductions of any tax
abatement, as a result of the elimination, invalidity or withdrawal of any tax
abatement or for any other cause whatsoever. Notwithstanding the foregoing, if
any Taxes shall be paid based on assessments or bills by a governmental or
Municipal authority using a fiscal year other than a calendar year, Landlord may
elect to average the assessments or bills for the subject calendar year, based
on the number of months of such calendar year included in each such assessment
or bill.

         (O) "Tenant's Prorata Share" of Taxes and Operating Expenses shall be
the rentable area of the Premises divided by the rentable area of the Property
on the last day of the calendar year for which Taxes or Operating Expenses are
being determined, excluding any parking facilities. Tenant acknowledges that the
"rentable area of the Premises" under this Lease includes the usable area,
without deduction for columns or projections, multiplied by a load or conversion
factor to reflect a share of certain areas which may include lobbies, corridors,
mechanical, utility, janitorial, boiler and service rooms and closets,
restrooms, and other public, common and service areas. Except as provided
expressly to the contrary herein, the "rentable area of the Property" shall
include all rentable area of all space leased or available for lease at the
Property, which Landlord may reasonably re-determine from time to time, to
reflect re-configurations, additions or modifications to the Property. If the
Property or any development of which it is a part shall contain non-office uses.
Landlord shall have the right to determine in accordance with sound accounting
and management principles, Tenant's Prorata Share of Taxes and Operating
Expenses for only the office portion of the Property or of such development, in
which event Tenant's Prorata Share shall be based on the ratio of the rentable
area of the Premises to the rentable area of such office portion. Similarly, if
the Property shall contain tenants who do not participate in all or certain
categories of Taxes or Operating Expenses on a prorata basis, Landlord may
exclude the amount of Taxes or Operating Expenses, or such categories of the
same, as the case may be, attributable to such tenants, and exclude the rentable
area of their premises, in computing Tenant's Prorata Share. If the Property
shall be part of or shall include a complex, development or group of buildings
or structures collectively owned or managed by Landlord or its affiliates or
collectively managed by Landlord's


                                       19

<PAGE>   20



managing agent, Landlord may allocate Taxes and Operating Expenses within such
complex, development or group, and between such buildings and structures and the
parcels on which they are located, in accordance with sound accounting and
management principles. In the alternative, Landlord shall have the right to
determine, in accordance with sound accounting and management principles,
Tenant's Prorata Share of Taxes and Operating Expenses based upon the totals of
each of the same for all such buildings and structures, the land constituting
parcels on which the same are located, and all related facilities, including
common areas and easements, corridors, lobbies, sidewalks, elevators, loading
areas, parking facilities and driveways and other appurtenances and public
areas, in which event Tenant's Prorata Share shall be based on the ratio of the
rentable area of the Premises to the rentable area of all such buildings.

                                   ARTICLE 26

                      CONVEYANCE BY LANDLORD AND LIABILITY

         In case Landlord or any successor owner of the Property or the Building
shall convey or otherwise dispose of any portion thereof in which the Premises
are located, to another Person (and nothing herein shall be construed to
restrict or prevent such conveyance or disposition), such other person shall
thereupon be and become landlord hereunder and shall be deemed to have fully
assumed and be liable for all obligations of this Lease to be performed by
Landlord which first arise after the date of conveyance, including the return of
any Security Deposit, and Tenant shall attorn to such other Person, and Landlord
or such successor owner shall, from and after the date of conveyance, be free of
all liabilities and obligations hereunder not then incurred. The liability of
Landlord to Tenant for any default by Landlord under this Lease or arising in
connection herewith or with Landlord's operation, management, leasing, repair,
renovation, alteration, or any other matter relating to the Property or the
Premises, shall be limited to the interest of Landlord in the Property (and the
rental proceeds thereof). Tenant agrees to look solely to Landlord's interest in
the Property (and the rental proceeds thereof) for the recovery of any judgment
against Landlord, and Landlord shall not be personally liable for any such
judgment or deficiency after execution thereon. The limitations of liability
contained in this Article shall apply equally and inure to the benefit of
Landlord's present and future partners, beneficiaries, officers, directors,
trustees, shareholders. agents and employees, and their respective partners,
heirs, successors and assigns. Under no circumstances shall any present or
future general or limited partner of Landlord (if Landlord is a partnership), or
trustee or beneficiary (if Landlord or any partner of Landlord is a trust) have
any liability for the performance of Landlord's obligations under this Lease.
Notwithstanding the foregoing to the contrary, Landlord shall have personal
liability for insured claims, beyond Landlord's interest in the Property (and
rental proceeds thereof), to the extent of Landlord's liability insurance
coverage available for such claims.

                                   ARTICLE 27

                                 INDEMNIFICATION

         Except to the extent arising from the intentional or negligent acts of
Landlord or Landlord's agents or employees, Tenant shall defend, indemnify and
hold harmless Landlord from and against any and all claims, demands,
liabilities, damages, judgments, orders, decrees, actions, proceedings, fines,
penalties, costs and expenses, including without limitation, court costs and
attorneys' fees arising from or relating to any loss of life, damage or injury
to person, property or business occurring in or from the Premises, or caused by
or in connection with any violation of this Lease or use of the Premises or
Property by, or any other act or omission of Tenant, any other occupant of the
Premises, or any of their respective agents, employees, contractors or guests.
Without limiting the generality of the foregoing, Tenant specifically
acknowledges that the indemnity undertaking herein shall apply to claims in
connection with or arising out of any "Work" as described in Article 8, the
installation, maintenance, use or removal of any "Lines" located in or serving
the Premises as described in Article 29, and the transportation, use, storage,
maintenance, generation, manufacturing, handling, disposal, release or discharge
of any "Hazardous Material" as described in Article 30 (whether or not any of
such matters shall have been theretofor approved by Landlord), except to the
extent that any of the same arises from the intentional or expressly negligent
acts of Landlord or Landlord's agents or employees.



                                       20

<PAGE>   21



ARTICLE 27A:

         Except to the extent arising from the intentional or negligent acts or
         Tenant, or Tenant's agents or employees, Landlord shall defend,
         indemnify and hold harmless Tenant from and against any and all claims,
         demands, liabilities, damages, judgments, orders, decrees, actions,
         proceedings, fines, penalties, costs and expenses, including without
         limitation, court costs and attorneys' fees arising from or relating to
         any loss of life, damage or injury to person, property or business to
         the extent caused by or in connection with any violation or this Lease
         or use of the Premises or Property by, or any intentional or negligent
         acts or, Landlord or Landlord's agents or employees.

                                   ARTICLE 28

               SAFETY AND SECURITY DEVICES, SERVICES AND PROGRAMS

         The parties acknowledge that safety and security devices, services and
programs provided by Landlord, if any, while intended to determine and ensure
safety, may not in given instances prevent theft or other criminal acts, or
ensure safety of persons or property. The risk that any safety. or security
device, service or program may not be effective, or may malfunction, or be
circumvented by a criminal, is assumed by Tenant with respect to Tenant's
property and interests, and Tenant shall obtain insurance coverage to the extent
Tenant desires protection against such criminal acts and other losses, as
further described in Article 11. Tenant agrees to cooperate in any reasonable
safety or security program developed by Landlord or required by Law.

                                   ARTICLE 29

                        COMMUNICATIONS AND COMPUTER LINES

         Tenant may install, maintain, replace, remove or use any communications
or computer wires, cables and related devices (collectively the "Lines") at the
Property in or serving the Premises, provided: (a) Tenant shall obtain
Landlord's prior written consent, use an experienced and qualified contractor
approved in writing by Landlord, and comply with all of the other provisions of
Article 8, (b) any such installation, maintenance, replacement, removal or use
shall comply with all Laws applicable thereto and good work practices, and shall
not interfere with the use of any then existing Lines at the Property, (c) an
acceptable number of spare Lines and space for additional Lines shall be
maintained for existing and future occupants of the Property, as determined in
Landlord's reasonable opinion, (d) if Tenant at any time uses any equipment that
may create an electromagnetic field exceeding the normal insulation ratings of
ordinary twisted pair riser cable or cause radiation higher than normal
background radiation, the Lines therefor (including riser cables) shall be
appropriately insulated to prevent such excessive electromagnetic fields or
radiation, (e) as a condition to permitting the installation of new Lines,
Landlord may require that Tenant remove existing Lines located in or serving the
Premises, (f) Tenant's rights shall be subject to the rights of any regulated
telephone company, and (g) Tenant shall pay all costs in connection therewith.
Landlord reserves the right to require that Tenant remove any Lines located in
or serving the Premises which are installed in violation of these provisions, or
which are at any time in violation of any laws or represent a dangerous or
potentially dangerous condition (whether such Lines were installed by Tenant or
any other party), within three (3) days after written notice.

         Landlord may (but shall not have the obligation to): (i) install new
Lines at the Property, (ii) create additional space for Lines at the Property,
and (iii) reasonably direct, monitor and/or supervise the installation,
maintenance, replacement and removal of, the allocation and periodic
reallocation of available space (if any) for, and the allocation of excess
capacity (if any) on, any Lines now or hereafter installed at the Property by
Landlord, Tenant or any other party (but Landlord shall have no right to monitor
or control the information transmitted through such Lines). Such rights shall
not be in limitation of other rights that may be available to Landlord by law or
otherwise. If Landlord exercises any such rights, Landlord may charge Tenant for
the costs attributable to Tenant, or may include those costs and all other costs
in Operating Expenses under Article 25 (including without limitation, costs for
acquiring and installing Lines and risers to accommodate new Lines and spare
Lines, any associated computerized system and software for maintaining records
of Line connections, and the fees of any consulting engineers and other
experts); provided, any capital


                                       21

<PAGE>   22



expenditures included in Operating Expenses hereunder shall be amortized
(together with reasonable finance charges) over the period of time prescribed by
Article 25.

         Notwithstanding anything to the contrary contained in Article 13,
Landlord reserves the right to require that Tenant remove any or all Lines
installed by or for Tenant within or serving the Premises upon termination of
this Lease, provided Landlord notifies Tenant prior to or within thirty (30)
days following such termination. Any Lines not required to be removed pursuant
to this Article shall, at Landlord's option, become the property of Landlord
(without payment by Landlord). If Tenant fails to remove such Lines as required
by Landlord, or violates any other provision of this Article, Landlord may,
after twenty (20) days written notice to Tenant, remove such Lines or remedy
such other violation at Tenant's expense (without limiting Landlord's other
remedies available under this Lease or applicable Law). Tenant shall not,
without the prior written consent of Landlord in each instance, grant to any
third party a security interest or lien in or on the Lines, and any such
security interest or lien granted without Landlord's written consent shall be
null and void. Except to the extent arising from the intentional or negligent
acts of Landlord or Landlord's agents or employees, Landlord shall have no
liability for damages arising from, and Landlord does not warrant that the
Tenant's use of any Lines will be free from the following (collectively called
"Line Problems"): (x) any eavesdropping or wire-tapping by unauthorized parties,
(y) any failure of any Lines to satisfy Tenant's requirements, or (z) any
shortages, failures, variations, interruptions, disconnections, loss or damage
caused by the installation, maintenance, replacement, use or removal of Lines by
or for other tenants or occupants at the Property, by any failure of the
environmental conditions or the power supply for the Property to conform to any
requirements for the Lines or any associated equipment, or any other problems
associated with any Lines by any other cause. Under no circumstances shall any
Line Problems be deemed an actual or constructive eviction of Tenant, render
Landlord liable to Tenant for abatement of Rent, or relieve Tenant from
performance of Tenant's obligations under this Lease. Landlord in no event shall
be liable for damages by reason of loss of profits, business interruption or
other consequential damage arising from any Line Problems.

                                   ARTICLE 30

                               HAZARDOUS MATERIALS

         Tenant shall not transport, use, store, maintain, generate,
manufacture, handle, dispose, release of discharge any "Hazardous Material" (as
defined below) upon or about the Property, nor permit Tenant's employees,
agents, contractors and other occupants of the Premises to engage in such
activities upon or about the Property. However, the foregoing provisions shall
not prohibit the transportation to and from, and use, storage, maintenance and
handling within, the Premises of substances customarily used in offices (or such
other business or activity expressly permitted to be undertaken in the Premises
under Article 6), provided: (a) such substances shall be used and maintained
only in such quantities as are reasonably necessary for such permitted use of
the Premises, strictly in accordance with applicable Law and the manufacturers'
instructions therefor, (b) such substances shall not be disposed of, released or
discharged on the Property. and shall be transported to and from the Premises in
compliance with all applicable Laws, and as Landlord shall reasonably require,
(c) if any applicable law or Landlord's trash removal contractor requires that
any such substances be disposed of separately from ordinary trash, Tenant shall
make arrangements at Tenant's expense for such disposal directly with a
qualified and licensed disposal company at a lawful disposal site (subject to
scheduling and approval by Landlord), and shall ensure that disposal occurs
frequently enough to prevent unnecessary storage of such substances in the
Premises, and (d) any remaining such substances shall be completely, properly
and lawfully removed from the Property upon expiration or earlier termination of
this Lease.

         Tenant shall promptly notify Landlord of: (i) any enforcement, cleanup
or other regulatory action taken or threatened by any governmental or regulatory
authority with respect to the presence of any Hazardous Material on the Premises
or the migration thereof from or to other property, (ii) any demands or claims
made or threatened by any party against Tenant or the Premises relating to any
loss or injury resulting from any Hazardous Material, (iii) any release,
discharge of nonroutine, improper or unlawful disposal or transportation of any
Hazardous Material on or from the premises, and (iv) any matters where Tenant is
required by Law to give a notice to any governmental or regulatory authority
respecting any Hazardous Material on the Premises. Landlord shall have the


                                       22

<PAGE>   23



right (but not the obligation) to join and participate, as a party, in any legal
proceedings of actions affecting the Premises initiated in connection with any
environmental, health or safety law. At such times as Landlord may reasonably
request, Tenant shall provide Landlord with a written list identifying any
Hazardous Material then used, stored, or maintained upon the Premises, the use
and approximate quantity of each such material, a copy of any material safety
data sheet ("MSDS") issued by the manufacturer therefor, written information
concerning the removal, transportation and disposal of the same, and such other
information as Landlord may reasonably require or as may be required by law. The
term "Hazardous Material" for purposes hereof shall mean any chemical,
substance, material or waste or component thereof which is now or hereafter
listed, defined or regulated as a hazardous or toxic chemical, substance,
material or waste or component thereof by any federal, state or local governing
or regulatory body having jurisdiction. or which would trigger any employee or
community "right-to-know" requirements adopted by any such body, or for which
any such body has adopted any requirements for the preparation or distribution
of an MSDS.

         If any Hazardous Material is released, discharged or disposed of by
Tenant or any other occupant of the Premises, or their employees, agents or
contractors, on or about the Property in violation of the foregoing provisions,
Tenant shall immediately, properly, and in compliance with applicable laws clean
up and remove the Hazardous Material from the Property and any other affected
property and clean, or replace any affected personal property (whether or not
owned by Landlord), at Tenant's expense. Such clean up and removal work shall be
subject to Landlord's prior written approval (except in emergencies), and shall
include, without limitation, any testing, investigation, and the preparation and
implementation of any remedial action plan required by any governmental body
having jurisdiction or reasonably required by Landlord. If Tenant shall fail to
comply with the provisions of this Article within five (5) days after written
notice by Landlord, or such shorter time as may be required by law or in order
to minimize any hazard to persons or properly, Landlord may (but shall not be
obligated to) arrange for such compliance directly or as Tenant's agent through
contractors or other parties selected by Landlord, at Tenant's expense (without
limiting Landlord's other remedies under this Lease or applicable Law). If any
Hazardous Material is released, discharged or disposed of on or about the
Property and such release, discharge or disposal is not caused by Tenant or
other occupants of the Premises, or their employees, agents or contractors, such
release, discharge or disposal shall be deemed casualty damage under Article 10
to the extent that the Premises or common areas serving the Premises are
affected thereby; in such case, Landlord and Tenant shall have the obligations
and rights respecting such casualty damage provided under Article 10.

See Article 30A

Article 30A:

         To Landlord's actual knowledge, Landlord has received no notices of
         violations of environmental laws from governmental authorities
         affecting the Premises that are currently uncured.

         Landlord shall promptly notify Tenant after Landlord has received
         notice of: (i) any enforcement, cleanup or other regulatory action
         taken or threatened by any governmental or regulatory authority with
         respect to the presence of any Hazardous Material on or affecting the
         Premises or common areas of the Property serving the Premises involving
         a material health risk for occupants of the Premises, (ii) any
         discharge or non-routine, improper or unlawful disposal or
         transportation of any Hazardous Material affecting the Premises or
         common areas of the Property serving the Premises involving a material
         health risk for occupants of the Premises, and (iii) any matters where
         Landlord is required by law or by a governmental or regulatory agency
         to give a notice to Tenant respecting Hazardous Materials at the
         Property or which involve a material health risk for occupants of the
         Premises.


                                       23

<PAGE>   24



                                   ARTICLE 31

                                  MISCELLANEOUS

         (A) Each of the terms and provisions of this Lease shall be binding
upon and inure to the benefit of the parties hereto, their respective heirs,
executors, administrators, guardians, custodians, successors and assigns,
subject to the provisions of Article 21 respecting Transfers.

         (B) Neither this Lease nor any memorandum of lease or short form lease
shall be recorded by Tenant.

         (C) This Lease shall be construed in accordance with the laws of the
state in which the Property is located.

         (D) All obligations or rights of either party arising during or
attributable to the period ending upon expiration or earlier termination of this
Lease shall survive such expiration or earlier termination.

         (E) Landlord agrees that, if Tenant timely pays the Rent and performs
the terms and provisions hereunder, and subject to all other terms and
provisions of this Lease, Tenant shall hold and enjoy the Premises during the
Term, free of lawful claims by any person acting by or through Landlord.

         (F) This Lease does not grant any legal rights to "light and air"
outside the Premises not any particular view of city scape visible from the
Premises.

         (G) If the Commencement Date is delayed in accordance with Article 4
for more than one year, Landlord may declare this Lease null and void, and if
the Commencement Date is so delayed for more than seven years, this Lease shall
thereupon become null and void without further action by either party.

                                   ARTICLE 32

                                      OFFER

         The submission and negotiation of this Lease shall not be deemed an
offer to enter the same by Landlord, but the solicitation of such an offer by
Tenant. Tenant agrees that its execution of this Lease constitutes a firm offer
to enter the same which may not be withdrawn for a period of thirty (30) days
atler delivery to Landlord (or such other period as may be expressly provided in
any other agreement signed by the parties). During such period and in reliance
on the foregoing Landlord may, at Landlord's option (and shall if required by
applicable Law), deposit any security deposit and Rent, and proceed with any
plans, specifications, alterations or improvements, and permit Tenant to enter
the Premises, but such acts shall not be deemed an acceptance of Tenant's offer
to enter this Lease, and such acceptance shall be evidenced only by Landlord
signing and delivering this Lease to Tenant.

                                   ARTICLE 33

                                     NOTICES

         Except as expressly provided to the contrary in this Lease, every
notice or other communication to be given by either party to the other with
respect hereto or to the Premises or Property, shall be in writing and shall not
be effective for any purpose unless the same shall be served personally or by
national air courier service, or United States certified mail, return receipt
requested, postage prepaid, addressed, if to Tenant, at the address first set
forth in the Lease until the Commencement Date, and thereafter to the Tenant at
the Premises, and if to Landlord, at the address at which the last payment of
Rent was required to be made and to or such other address or addresses as Tenant
or Landlord may from time to time designate by notice given as above provided.
Every notice or other communication hereunder shall be deemed to have been given
as of the third business day following the date of such mailing (or as of any
earlier date evidenced by a receipt from such


                                       24

<PAGE>   25



national air courier service or the United States Postal Service) or imnediately
if personally delivered. Notices not sent in accordance with the foregoing shall
be of no force or effect until received by the foregoing parties at such
addresses required herein.

                                   ARTICLE 34

                               REAL ESTATE BROKERS

         Tenant represents that Tenant has dealt only with CB Commercial &
Duncan Realty (whose commission, if any, shall be paid by Landlord pursuant to
separate agreement) as broker, agent or finder in connection with this Lease and
agrees to indemnity and hold Landlord harmless from all damages, judgments,
liabilities and expenses (including reasonable attorneys' fees) arising from any
claims or demands of any other broker, agent or finder with whom Tenant has
dealt for any commission or fee alleged to be due in connection with its
participation in the procurement of Tenant or the negotiation with Tenant of
this Lease.

                                   ARTICLE 35

                                SECURITY DEPOSIT

         Upon execution of this Lease by Landlord and Tenant, Tenant shall
transfer to Landlord the sun of One Hundred Thousand Dollars ($100,000.00) as a
security deposit pending regulatory approval and granting of a Bank Charter by
the Florida Department of Banking and the Certificate of Insurance from the
Federal Deposit Insurance Corporation. If said approval is not obtained by
Tenant prior to the last day of September year 1998, such deposit shall be
non-refundable and shall be forfeited to Landlord. If regulatory approval is
obtained by Tenant, Landlord shall, within ten (10) days after return said
deposit, in full, to Tenant upon completion and evidence of payment for Tenant's
improvements and evidence that Tenant has $10,000,000 paid in capital.

                                   ARTICLE 36

                                ENTIRE AGREEMENT

         This Lease, together with Riders One through Seven, and Schedule A and
the documents captioned Parking Agreement and Drive-Through Facility Rider
(WHICH COLLECTIVELY ARE HEREBY INCORPORATED WHERE REFERRED TO HEREIN AND MADE A
PART HEREOF AS THOUGH FULLY SET FORTH), contains all the terms and provisions
between Landlord and Tenant relating to the matters set forth herein and no
prior or contemporaneous agreement or under standing pertaining to the same
shall be of any force or effect, except any such contemporaneous agreement
specifically referring to and modifying this Lease, signed by both parties.
Without limitation as to the generality of the foregoing, Tenant hereby
acknowledges and agrees that Landlord's leasing agents and field personnel are
only authorized to show the Premises and negotiate terms and conditions for
leases subject to Landlord's final approval, and are not authorized to make any
agreements, representations, understanding or obligations, binding upon
Landlord, respecting the condition of the Premises or Property, suitability of
the same for Tenant's business, or any other matter, and no such agreements,
representations, understandings or obligations not expressly contained herein or
in such contemporaneous agreement shall be of any force or effect. Neither this
Lease, nor any Riders or Exhibits referred to above may be modified, except in
writing signed by both parties.

WITNESSES: ATTESTATION
(Two for each signatory required
if Property is in Florida)


/s/ John G. Squires                LANDLORD /s/ Marx Realty & Improvement, Agent
-----------------------------               ------------------------------------
JOHN G. SQUIRES


                                       25

<PAGE>   26



                                   TENANT      Southern Community Bancorp
                                            ------------------------------------
                                   By:         /s/ John G. Squires
                                            ------------------------------------
                                   Name Typed: John G. Squires
                                              ----------------------------------
                                   Title:      President
                                          --------------------------------------




                                       26

<PAGE>   27



                                    RIDER ONE
                                      RULES

         1. On Saturdays, Sundays and Holidays, and on other days between the
hours of 6:00 P.M. and 8:00 A.M. the following day, or such other hours as
Landlord shall determine from time to time, access to the Property and/or to the
passageways, entrances, exits, shipping areas, halls, corridors, elevators or
stairways and other areas in the Property may be restricted and access gained by
use of a key to the outside doors of the Property, or pursuant to such security
procedures Landlord may from time to time impose. All such areas, and all roofs,
are not for use of the general public and Landlord shall in all cases retain the
right to control and prevent access thereto by all persons whose presence in the
judgment of Landlord shall be prejudicial to the safety, character, reputation
and interests of the Property and its tenants provided, however, that nothing
herein contained shall be construed to prevent such access to persons with whom
Tenant deals in the normal course of Tenant's business unless such persons are
engaged in activities which are illegal or violate these Rules. No Tenant and no
employee or invitees of Tenant shall enter into areas reserved for the exclusive
use of Landlord, its employees or invitees. Tenant shall keep doors to corridors
and lobbies closed except when persons are entering or leaving.

         2. Tenant shall not point, display, inscribe, maintain or affix any
sign, placard, picture, advertisement, name, notice, lettering or direction on
any part of the outside of inside of the Property, or on any part of the inside
of the Premises which can be seen from the outside of the Premises, without the
prior consent of Landlord, and then only such name or names or matter and in
such color, size, style, character and material as may be first approved by
Landlord in writing. Landlord shall prescribe the suite number and
identification sign for the Premises (which shall be prepared and installed by
Landlord at Tenant's expense). Landlord reserves the right to remove at Tenant's
expense all matter not so installed or approved without notice to Tenant.

         3. Tenant shall not in any manner use the name of the Property for any
purpose other than that of the business address of the Tenant, or use any
picture or likeness of the Property, in any letterheads, envelopes, circulars,
notices, advertisements, containers or wrapping material without Landlord's
express consent in writing.

         4. Tenant shall not place anything or allow anything to be placed in
the Premises near the glass of any door, partition, wall or window which may be
unsightly from outside the Premises, and Tenant shall not place or permit to be
placed any article of any kind on any window ledge or on the exterior walls.
Blinds, shades, awnings or other forms of inside or outside window ventilators
or similar devices, shall not be placed in or about the outside windows in the
Premises except to the extent, if any, that the character, shape, color,
material and make thereof is first approved by the Landlord.

         5. Furniture, freight and other large or heavy articles, and all other
deliveries may be brought into the Property only at times and in the manner
designated by Landlord, and always at the Tenant's sole responsibility and risk.
Landlord may impose reasonable charges for use of freight elevators after or
before business hours. All damage done to the Property by moving or maintaining
such furniture, freight or articles shall be repaired by Landlord at Tenant's
expense. Landlord may inspect items brought into the Property or Premises with
respect to weight or dangerous nature. Landlord may require that all furniture,
equipment, cartons and similar articles removed from the Premises or the
Property be listed and a removal permit therefor first be obtained from
Landlord. Tenant shall not take or permit to be taken in or out of other
entrances or elevators of the Property, any item normally taken, or which
Landlord otherwise reasonably requires to be taken, in or out through service
doors or on freight elevators. Tenant shall not allow anything to remain in or
obstruct in any way, any lobby, corridor, sidewalk, passageway, entrance, exit,
hall, stairway, shipping area, or other such area. Tenant shall move all
supplies, furniture and equipment as soon as received directly to the Premises,
and shall move all such items and waste (other than waste customarily removed by
Property employees) that are at any time being taken from the Premises directly
to the areas designated for disposal. Any hand-carts used at the Property shall
have rubber wheels.

         6. Tenant shall not overload any floor or part thereof in the Premises,
or Property, including any public corridors or elevators therein bringing in or
removing any large or heavy


                                       27

<PAGE>   28



articles, and Landlord may direct and control the location of safes and all
other heavy articles and require supplementary supports at Tenant's expense of
such material and dimensions as Landlord may deem necessary to properly
distribute the weight.

         7. Tenant shall not attach or permit to be attached additional locks or
similar devices to any door or window, change existing locks or the mechanism
thereof, or make or permit to be made any keys for any door other than those
provided by Landlord. If more than two keys for one lock are desired, Landlord
will provide them upon payment therefor by Tenant. Tenant, upon termination of
its tenancy, shall deliver to the Landlord all keys of offices, rooms and toilet
rooms which have been furnished Tenant or which the Tenant shall have had made
and in the event of loss of any keys so furnished shall pay Landlord therefor.

         8. If Tenant desires signal, communication, alarm or other utility or
similar service connections installed or changed, Tenant shall not install or
change the same without the prior approval of Landlord, and then only under
Landlord's direction at Tenant's expense. Tenant shall not install in the
Premises any equipment which requires more electric current than Landlord is
required to provide under this Lease, without Landlord's prior approval, and
Tenant shall ascertain from Landlord the maximum amount of load or demand for or
use of electrical current which can safely be permitted in the Premises, taking
into account the capacity of electric wiring in the Property and the Premises
and the needs of tenants of the Property, and shall not in any event connect a
greater load than such safe capacity.

         9. Tenant shall not obtain for use upon the Premises ice, drinking
water, towel, janitor and other similar services, except from persons approved
by the Landlord. Any person engaged by Tenant to provide janitor or other
services shall be subject to direction by the manager or security personnel of
the Property.

         10. The toilet rooms, urinals, wash bowls and other such apparatus
shall not be used for any purpose other than that for which they were
constructed and no foreign substance of any kind whatsoever shall be thrown
therein and the expense of any breakage, stoppage or damage resulting from the
violation of this Rule shall be borne by the Tenant who, or whose employees or
invitees shall have caused it.

         11. The janitorial closets, utility closets, telephone closets, broom
closets, electrical closets, storage closets, and other such closets, rooms and
areas shall be used only for the purposes and in the manner designated by
Landlord, and may not be used by tenants, or their contractors, agents,
employees, or other parties without Landlord's prior written consent.

         12. Landlord reserves the right to exclude or expel from the Property
any person who, in the judgment of Landlord, is intoxicated or under the
influence of liquor or drugs, or who shall in any manner do any act in violation
of any of these Rules. Tenant shall not at any time manufacture, sell, use or
give away, any spirituous, fermented, intoxicating or alcoholic liquors on the
Premises, nor permit any of the same to occur (except in connection with
occasional social or business events conducted in the Premises which do not
violate any laws nor bother or annoy any other tenants). Tenant shall not at any
time sell, purchase or give away, food in any form by or to any of Tenant's
agents or employees or any other parties on the Premises, nor permit any of the
same to occur (other than in lunch rooms or kitchens for employees as may be
permitted or installed by Landlord, which does not violate any Laws or bother or
annoy any other tenant).

         13. Tenant shall not make any room-to-room canvass to solicit business
or information or to distribute any article or material to or from other tenants
or occupants of the Property and shall not exhibit, sell or offer to sell, use,
rent or exchange any products or services in or from the Premises unless
ordinarily embraced within the Tenant's use of the Premises specified in the
Lease.

         14. Tenant shall not waste electricity, water, heat or air conditioning
or other utilities or services, and agrees to cooperate fully with Landlord to
assure the most effective and energy efficient operation of the Property and
shall not allow the adjustment (except by Landlord's authorized Property
personnel) of any controls. Tenant shall keep corridor doors closed and shall
not open any windows, except that if the air circulation shall not be in
operation, windows which are openable may be opened with Landlord's consent. As
a condition to claiming any deficiency in the


                                       28

<PAGE>   29



air-conditioning or ventilation services provided by Landlord, Tenant shall
close any blinds or drapes in the Premises to prevent or minimize direct
sunlight.

         15. Tenant shall conduct no auction, fire or "going out of business
sale" or bankruptcy sale in or from the Premises, and such prohibition shall
apply to Tenant's creditors.

         16. Tenant shall cooperate and comply with any reasonable safety or
security programs, including fire drills and air raid drills and the appointment
of "fire wardens" developed by Landlord for the Property, or required by Law.
Before leaving the Premises unattended, Tenant shall close and securely lock all
doors or other means of entry to the Premises and shut off all lights and water
faucets in the Premises (except heat to the extent necessary to prevent the
freezing or bursting of pipes).

         17. Tenant will comply with all municipal, county, state, federal or
other government laws, statutes, codes, regulations and other requirements,
including without limitation, environmental, health, safety and police
requirements and regulations respecting the Premises, now or hereinafter in
force, at its sole cost, and will not use the Premises for any immoral purposes.

         18. Tenant shall not (i) carry on any business, activity or service
except those ordinarily embraced within the permitted use of the Premises
specified in the Lease and more particularly, but without limiting the
generality of the foregoing, shall not (ii) install or operate any internal
combustion engine, boiler, machinery, refrigerating, heating or air conditioning
equipment in or about the Premises, (iii) use the Premises for housing, lodging
or sleeping purposes or for the washing of clothes, (iv) place any radio or
television antennae other than inside of the Premises, (v) operate or permit to
be operated any musical or sound producing instrument or device which may be
heard outside the Premises, (vi) use any source of power other than electricity,
(vii) operate any electrical or other device from which may emanate electrical
or other waves which may interfere with or impair radio, television, microwave,
or other broadcasting or reception from or in the Property or elsewhere, (viii)
bring or permit any bicycle or other vehicle or dog (except in the company of a
blind person or except where specifically permitted) or other animal or bird in
the Property, (ix) make or permit objectionable noise or odor to emanate from
the Premises, (x) do anything in or about the Premises tending to create or
maintain a nuisance or do any act tending to injure the reputation of the
Property, (xi) throw or permit to be thrown or dropped any article from any
window or other opening in the Property, (xii) use or permit upon the Premises
anything that will invalidate or increase the rate of insurance on any policies
of insurance now or hereafter carried on the Property or violate the
certificates of occupancy issued for the premises or the Property, (xiii) use
the Premises for any purpose, or permit upon the Premises anything, that may be
dangerous to persons or property (including but not limited to flammable oils,
fluids, paints, chemicals, firearms or any explosive articles or materials), or
(xiv) do or permit anything to be done upon the Premises in any way tending to
disturb any other tenant at the Property or the occupants of neighboring
property.

         19. If the Property shall now or hereafter contain a building garage,
parking structure or other parking area or facility, the following Rules shall
apply in such areas or facilities:

                  (i) Parking shall be available in areas designated generally
for tenant parking, for such daily or monthly charges as Landlord may establish
from time to time, or as may be provided in any Parking Agreement attached
hereto (which, when signed by both parties as provided therein, shall thereupon
become effective). In all cases, parking for Tenant and its employees and
visitors shall be on a "first come, first served," unassigned basis with
Landlord and other tenants at the Property, and their employees and visitors,
and other Persons (as defined in Article 25 of the Lease) to whom Landlord shall
grant the right or who shall otherwise have the right to use the same, all
subject to these Rules, as the same may be amended or supplemented, and applied
on a non-discriminatory basis, all as further described in Article 6 of the
Lease. Notwithstanding the foregoing to the contrary, Landlord reserves the
right to assign specific spaces, and to reserve spaces for visitors, small cars,
handicapped individuals, and other tenants, visitors of tenants or other
persons, and Tenant and its employees and visitors shall not park in any such
assigned or reserved spaces. Landlord may restrict or prohibit full size vans
and other large vehicles.


                                       29

<PAGE>   30



                  (ii) In case of any violation of these provisions, Landlord
may refuse to permit the violator to park, and may remove the vehicle owned or
driven by the violator from the Property without liability whatsoever, at such
violator's risk and expense. Landlord reserves the right to close all or a
portion of the parking areas or facilities in order to make repairs or perform
maintenance services, or to alter, modify, re-stripe or renovate the same, or if
required by casualty, strike, condemnation, act of God, law or governmental
requirement, or any other reason beyond Landlord's reasonable control. In the
event access is denied for any reason, any monthly parking charges shall be
abated to the extent access is denied, as Tenant's sole recourse. Tenant
acknowledges that such parking areas or facilities may be operated by an
independent contractor not affiliated with Landlord, and Tenant acknowledges
that in such event, Landlord shall have no liability for claims arising through
acts or omissions of such independent contractor, if such contractor is
reputable.

                  (iii) Hours shall be 6 A.M. to 8 P.M., Monday through Friday,
and 10:00 to 1:00 P.M. on Saturdays, or such other hours as may be reasonably
established by Landlord or its parking operator from time to time; cars must be
parked entirely within the stall lines, and only small cars may be parked in
areas reserved for small cars; all directional signs and arrows must be
observed; the speed limit shall be 5 miles per hour; spaces reserved for
handicapped parking must be used only by vehicles properly designated; every
parker is required to park and lock his own car; washing. waxing, cleaning or
servicing of any vehicle is prohibited; parking spaces may be used only for
parking automobiles; parking is prohibited in areas: (a) not striped or
designated for parking, (b) aisles, (c) where "no parking" signs are posted, (d)
on ramps, and (e) loading areas and other specially designated areas. Delivery
trucks and vehicles shall use only those areas designated therefor.




                                       30

<PAGE>   31



                                                            OFFICE RENT STEP-UPS

                                    RIDER TWO

         Notwithstanding anything to the contrary contained in the Lease, the
parties agree as follows. The term "Lease Year" herein means each twelve month
period or portion thereof during the Term, commencing with the Commencement Date
without regard to calendar years.

A.   Commencing with the second Lease Year, monthly Base Rent shall be increased
     to $13,000.00
B.   Commencing with the third Lease Year, monthly Base Rent shall be increased
     to $15.500.00
C.   Commencing with the fourth Lease Year, monthly Base Rent shall be increased
     to $18,000.00
D.   Commencing with the fifth Lease Year, monthly Base Rent shall be increased
     to $18,000.00
E.   Commencing with the sixth Lease Year, monthly Base Rent shall be increased
     to $18,000.00
F.   Commencing with the seventh Lease Year, monthly Base Rent shall be
     increased to $18,000.00
G.   Commencing with the eighth Lease Year, monthly Base Rent shall be increased
     to $18,000.00
H.   Commencing with the ninth Lease Year, monthly Base Rent shall be increased
     to $18.000.00
I.   Commencing with the tenth Lease Year, monthly Base Rent shall be increased
     to $18,000.00




                                   LANDLORD:  /s/ Marx Realty Improvement, Agent
                                            ------------------------------------
                                   By:
                                      ------------------------------------------
                                   By:
                                      ------------------------------------------
                                   TENANT: Southern Community Bancrop
                                          --------------------------------------
                                   By:     /s/ John G. Squires
                                      ------------------------------------------


IN THE EVENT THAT TENANT IS UNABLE TO SECURE THE NECESSARY PERMITS FOR A ROOF
SIGN OR ELECTS NOT TO HAVE ONE, THE MONTHLY RENTAL SHALL BE REDUCED BY $3,000.00
FOR EACH OF THE ABOVE MONTHS.



                                       31

<PAGE>   32



                                   RIDER THREE

                                     SIGNAGE


THE RENTAL SET FORTH IN RIDER 2 INCLUDED the amount Tenant shall pay $36,000.00
per year for exclusive signage rights on the exterior of the building INCLUDING
rooftop signage. In addition, Tenant shall have the right to place one sign in
the lobby of the premises as indicated.

     Tenant shall prepare and submit for Landlord's approval its proposed
design, materials and construction for such Signage ON THE EXTERIOR AT THE
LEASED PREMISES INCLUDING THE DRIVE IN AND EXCLUSIVE PARKING. The design,
materials and construction of all Signage shall be subject to Landlord's
approval. The erection and maintenance of all Signage shall be performed by
Landlord at the sole expense of Tenant and shall at all times be in compliance
with any and al1 applicable laws, ordinances and regulations governing such
Signage. In the event, however, that one or more of the Signage shall be
prohibited by any applicable law, ordinance or regulation, no such prohibition
shall give rise to, or create, any recourse by Tenant against Landlord either in
the form of a credit against rent, alternate signage rights or any other right,
remedy or benefit. SEE RIDER TWO




                                       32

<PAGE>   33



                                                                OPTION TO EXTEND
                                                         LANDLORD'S QUOTED RATES


                                   RIDER FOUR


     Tenant is hereby granted an option to extend the Term for TWO additional
periods of five consecutive Lease Years ("Extension Period"), on the same terms
and conditions in effect under the Lease immediately prior to the Extension
Period except that Tenant shall have no further right to extend, and monthly
Base Rent shall be increased to such rate ("Extension Rate") AS REPRESENTS THE
INCREASE IN THE CONSUMER PRICE INDEX OVER THE CALENDAR YEAR 1998 OVER $180,000
PLUS SIGN RENTAL IF ANY.

The term "Lease Years" herein means each twelve month annual period, commencing
with the first day of the Extension Period without regard to calendar years.

     The option to extend may be exercised only by giving Landlord written
notice thereof no earlier than one year and no later than six months prior to
the commencement of the Extension Period. Said exercise shall, at Landlord's
election, be null and void if Tenant is in default under the Lease at the date
of said notice or at any time thereafter and prior to commencement of the
Extension Period. Within thirty (30) days after receiving Tenant's notice
exercising such option to extend, Landlord shall provide Tenant notice of the
Extension Rate. If such Extension Rate is higher than Tenant desires, Tenant may
revoke its exercise of such option to extend, by written notice to Landlord
given no later than five (5) days after Landlord's notice providing the
Extension Rate, notwithstanding anything to the contrary herein contained. If
Tenant shall not revoke its exercise of the option, and shall dispute the rate
provided by Landlord, Tenant shall pay the rate provided by Landlord until the
matter is resolved (by litigation or otherwise), subject to retroactive
adjustment after the matter is so resolved.

     If Tenant shall fail to exercise or shall revoke the option herein
provided, said option shall terminate, and shall be null and void and of no
further force and effect. Tenant's exercise of said option shall not operate to
cure any default by Tenant of any of the terms or provisions in the Lease, nor
to extinguish or impair any rights or remedies of Landlord arising by virtue of
such default. If the Lease or Tenant's right to possession of the Premises shall
terminate in any manner whatsoever before Tenant shall exercise the option
herein provided, or if Tenant shall have subleased or assigned all or any
portion of the Premises, then immediately upon such termination, sublease or
assignment, the option herein granted to extend the Term, shall simultaneously
terminate and become null and void. Such option is personal to Tenant. Under no
circumstances whatsoever shall the assignee under a complete or partial
assignment of the Lease, or a subtenant under a sublease of t he Premises, have
any right to exercise the option to extend granted herein. Time is of the
essence of this provision.

A sublease or assignment pursuant to the provisions on page 9A shall not operate
so as to deprive Tenant of the Option to Extend contained herein.



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<PAGE>   34



                                   RIDER FIVE


     Tenant shall renovate the premises entirely at its own expense. Plans and
specifications for said renovation shall be developed by Tenant and submitted to
Landlord for approval prior to commencement of construction.

LANDLORD AGREES THAT IT SHALL NOT RENT ANY PORTION OF THE GROUND FLOOR DURING
THE TERM OF THIS LEASE FOR BANKING PURPOSES OR PERMIT ANY TENANT ENGAGED IN THE
BANKING BUSINESS TO HAVE A SIGN ON THE EXTERIOR OF THE BUILDING SO LONG AS THE
TENANT OR ITS SUBTENANT IS ENGAGED IN THE BANKING BUSINESS.






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<PAGE>   35



                                    RIDER SIX

Americans with Disabilities Act. The parties acknowledge that the Americans with
Disabilities Act of 1990 (42 U.S.C 12101 et. seq.) and regulations and
guidelines promulgated thereunder, as all of the same may be amended and
supplemented from time to time (collectively referred to herein as the "ADA")
establish requirements for business operations, accessibility and barrier
removal, and that such requirements may or may not apply to the Premises and the
Building, depending on, among other things: (1) whether Tenant's business Is
deemed a "public accommodation" or "commercial facility,"(2) whether such
requirements are "readily achievable" and (3) whether a given alteration affects
a "primary function area" or triggers "path of travel" requirements. The parties
hereby agree that (a) Landlord shall be responsible for ADA Title III compliance
In the common areas of the Building (except as provided below) and such costs
shall be a part of Operating Expenses hereunder, (b) Tenant shall be including
any leasehold Improvements or other work to be performed under or in connection
with the Lease and (c) Landlord may perform, or require that Tenant perform, and
Tenant shall be solely responsible for the cost, or ADA Title III "path of
travel" requirements triggered by alterations in or to the Premises. In addition
Tenant shall be solely responsible for requirements under Title I of ADA
relating to Tenant's employees.


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<PAGE>   36


                                                          FLORIDA PROPERTY RIDER

                                   RIDER SEVEN

                          FLORIDA DISCLOSURE STATEMENT

1.   Agency Disclosure.

     As a consideration of referring to the parties of a certain proposed lease
     (hereinafter) referred to as the "Lease" to be made between MARX REALTY &
     IMPROVEMENT CO., INC. as Landlord and Southern Community Bank as Tenant for
     the letting of 10,000 sq. ft. of the 250 N. Orange Building in Orlando,
     Florida.

2.   Transaction Broker Notice.

     Florida real estate licensees who desire to operate as a transaction broker
     are required by Section 475.25(l)(q), Florida Statutes, to give written
     notice to all parties or parties agent to the real estate transaction. This
     notice is to place the parties on notice that the licensee will be
     operating as a transaction broker and to describe the licensee's role as
     transaction broker.

     A licensee who facilitates a brokerage transaction between a seller/lessor
     and a buyer/lessee without representing either party except the duties of
     accounting and to use skill, care and diligence.

     A transaction broker is required to treat the seller/lessor and
     buyer/lessee with honesty and fairness, and shall disclose all known facts
     materially affecting the value of the property to the seller/lessor and
     buyer/lessee (referring to residential property only).

     The TRANSACTION BROKER NOTICE has been adopted by the Florida Real Estate
     Commission and is required by Rule 10.037 of the rules of the Commission.
     The FREC Form is TBNL-1 (landlords/tenants).

     This notice does not require signatures or landlord or tenant.

3.   Compensation.

     The Attached Schedule "A" shall become a part of this proposed lease
     agreement and is inclusive of and describes the Brokerage Agreement between
     CB Commercial Real Estate and Duncan Realty, Inc.




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