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Exhibit 10.2    
  


 
 

FOURTH AMENDMENT TO LEASE AGREEMENT
  (First Floor Lease)    



        THIS
FOURTH AMENDMENT TO LEASE AGREEMENT (this "Amendment") is entered into as of June 1, 2001 by and between ALLIANZ LIFE INSURANCE COMPANY OF NORTH
AMERICA, a Minnesota corporation ("Landlord"), and NET.B@NK, INC., a Georgia corporation (hereinafter "Tenant" or "Lessee"). 


R E C I T A L S:  


        A.    Opus
South Corporation, Landlord's predecessor in interest, and Tenant entered that certain Office Lease Agreement dated as of March 17, 1999, as amended by First
Amendment to Lease Agreement last dated May 25, 1999, and Second Amendment to Lease Agreement dated September 15, 1999, and Third Amendment to Lease dated October 22, 1999
(collectively "Lease") for certain Premises consisting of 37,163 square feet located on the first floor of that certain Building commonly known as Royal Centre Three in Alpharetta, Georgia.; and 



        B.    On
or about June 17, 1999, Opus South Corporation assigned the interest of landlord under the Lease to Landlord; and 


        C.    Pursuant
to Assignment and Assumption of Lease dated June 1, 2001 (the "Assignment"), LandAmerica Onestop, Inc. agreed to assign to Tenant the interest of
tenant under that certain Office Lease Agreement dated as of March 9, 1999, as amended by First Amendment to Lease Agreement, dated August 3, 1999 (collectively the "Third Floor Lease")
for certain Premises consisting of 11,753 square feet located on the 3rd floor of that certain Building commonly known as Royal Centre Three in
Alpharetta, Georgia. Said Assignment shall become effective, if at all, on the "Effective Date" as defined in the Assignment; and 


        D.    Landlord
and Tenant desire to amend the Lease as hereafter provided. 


        NOW THEREFORE,    for good and valuable considerations the receipt and sufficiency of which is hereby acknowledged, Landlord and
Tenant agree as follows: 


        1.    Miscellaneous.    The preambles to this Amendment are fully incorporated herein by this reference thereto within
the same force and effect as though restated herein. To the extent not otherwise defined herein to the contrary, all capitalized terms and capitalized phrases used in this Amendment shall have the
respective meanings ascribed to them in the Lease. If any of the provisions of this Amendment conflict with any of the provisions of the Lease, the provisions of this Amendment shall govern. Except as
modified hereby, the Lease remains in full force and effect. 


        2.    Cross-Default.    A default by Tenant under the Third Floor Lease which is not cured following notice and the
expiration of the applicable cure period, if any, shall, without further notice or opportunity to cure, constitute a default under this Lease for which Landlord may pursue any and all remedies
afforded in this Lease, in addition to its remedies under the Third Floor Lease. 


        3.    Waiver.    Except as set forth herein, Tenant waives and disclaims any and all rights of expansion, first
refusal, first offer or other rights on other space in the Building contained in this Lease. 


        4.    Brokers.    Tenant represents and warrants to Landlord that no brokers have been involved in the procurement or
negotiation of this Amendment or the Assignment, other than William Leonard & Company ("Leonard"). All commissions due Leonard with respect to this Amendment and the Assignment shall be paid by
Tenant pursuant to separate agreement; provided, however, that the commission, if any, due to Leonard in connection with any expansions and renewals provided for in the Second Amendment to the Third
Floor Lease herewith, will be governed by the existing separate agreement between Landlord and Leonard. Within ten (10) days after execution of this Amendment, 





 




Tenant shall cause Broker to deliver to Landlord a written agreement, in form reasonably satisfactory to Landlord, confirming that Broker will look solely to Tenant for the payment of such commission
and waives and releases Landlord from any liability therefor. 


        5.    Effectiveness of this Amendment; Termination of Assignment.    This Amendment shall become effective as of the
Effective Date, as defined in the Assignment. If the Assignment is terminated pursuant to Paragraph 1 thereof before the Effective Date occurs, then this Amendment shall terminate and be null
and void ab initio, and the Lease shall continue in full force and effect as if this Amendment had never been executed. 


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        IN
WITNESS WHEREOF, Landlord and Tenant have executed this Amendment, under seal, as of the day and year first above written. 



	 	 	LANDLORD:
	

 	
 	

ALLIANZ LIFE INSURANCE

COMPANY OF NORTH AMERICA, a Minnesota corporation
	

 	
 	

By:	
 	

Allianz of America, Inc. its Investment Advisor:
	

 	
 	

By:	
 	

/s/  BRIAN S. BRENNAN      

	 	 	Name:	 	Brian S. Brennan

	 	 	Title:	 	DIRECTOR
REAL ESTATE ACQUISITIONS

	

 	
 	
TENANT:
	

 	
 	

Net.B@nk, Inc., a Georgia corporation
	

 	
 	

By:	
 	

/s/  D.R. GRIMES      

	 	 	Name:	 	D.R. Grimes

	 	 	Title:	 	CEO

	

 	
 	

By:	
 	

/s/  ROBERT E. BOWERS      

	 	 	Attest:	 	Robert E. Bowers

	 	 	Title:	 	CFO

	

 	
 	

 	
 	

(CORPORATE SEAL)




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LETTER AGREEMENT  


Net.B@nk, Inc.

11475 Great Oaks Way, Suite 100

Alpharetta, Georgia 30022

Attention: Robert Bowers, Chief Financial Officer 


	Re:
	Lease
Agreement, dated March 9, 1999, between Opus South Corporation ("Opus South"), and Primis, Inc. ("Primis"), as amended by First Amendment to Lease Agreement, dated
August 3, 1999, ("Original Lease"), the interest of Opus South as Owner of the Building and Landlord under the Original Lease, having been acquired by Allianz Life Insurance Company of America
("Landlord"), and the interest of Primis, as Tenant under the Original Lease, having been assigned to Net.B@nk, Inc. ("Net.B@nk"), pursuant to Assignment and Assumption of Lease, dated
6-1, 2001 ("Assignment") and, following such Assignment, the Original Lease having been amended by Second Amendment to Lease Agreement, dated 6-1, 2001 ("Second Amendment") by
and between Landlord and Net.B@nk, (the Original Lease, as so amended and assigned, is hereinafter referred as the "Lease") 



Dear
Mr. Bowers: 


        As
you know, the space that is the subject of the Original Lease is currently occupied by LandAmerica OneStop, Inc. ("LandAmerica"), the
successor-in-interest to Primis by corporate name change. LandAmerica is vacating the Premises which are the subject of the lease ("Premises") in order to occupy space in a new
building known as Parkview One, which is owned by the undersigned, Northpoint/Webb Bridge I LLC ("NPWB"). In order to induce Net.B@nk to enter into the Assignment, and the Second Amendment, NPWB does
hereby agree as follows: 



	1.
	NPWB
will promptly reimburse Net.B@nk for all payments of Base Rent and Tenant's Prorata Share of Excess Operating Expenses due under the Lease for the period beginning on the
Effective Date of the Assignment and ending on October 31, 2001.



	2.
	(a)
In the event Landlord exercises its rights to terminate Net.B@nk's rights to occupy all or a portion of the Premises, as a result of MCI's exercise of its Expansion Option, (as
provided in
Paragraph 4 of the Second Amendment), NPWB will reimburse Net.B@nk for the sum of (i) the unamortized portion (calculated as described in Paragraph 2(b) below) of the costs of any
leasehold improvements constructed in the Premises by Net.B@nk, plus (ii) moving expenses incurred as a result of Net.B@nk being forced to relocate from the Premises as a result of Landlord's
exercise of the termination right, but in no event will NPWB's total reimbursement liability under this Paragraph 2(a) exceed $125,000. 




NPWB
will reimburse Net.B@nk for such costs, if at all, within thirty (30) days following the date Net.B@nk delivers valid paid invoices to NPWB evidencing the costs of the leasehold
improvements and other moving expenses incurred by Net.B@nk. Net.B@nk hereby agrees that NPWB may, but shall not be obligated to, secure its obligations to Net.B@nk under this Paragraph 2 by
providing a letter of credit to Net.B@nk which allows a drawing of up to $125,000 subject to the terms and conditions described herein. 


(b)
The following is an example of how the calculation of the unamortized of the leasehold improvements would be made: Assume that the Effective Date is 6/1/01, that the costs of the leasehold
improvements incurred by Net.B@nk is $247,000.00 that the Lease is terminated effective as of 8/1/04 with respect to the entire Premises, and that the Expiration Date of the Initial Term of the Lease
is 6/30/06. Tenant would be reimbursed for the unamortized portion of the leasehold improvements for 23 months (8/1/04 - 6/30/06), divided by 61, the entire number of
months in the Initial Term (6/1/01 - 6/30/06) (i.e., 23/61 × $247,000 = $93,131.00) 







 





        If
this Letter Agreement correctly states the terms of our agreement with you concerning Net.B@nk's assumption of the Lease pursuant to the Assignment and Net.B@nk's entering into the
Second Amendment, please execute all four (4) counterparts of this Letter Agreement, retain two counterparts for your files and return the other two counterparts to us at the address set forth
in the next sentence. All notices, copies of invoices, and other correspondence with respect to this matter should be sent to Net.B@nk at the address to which this Letter Agreement is sent, and to
NPWB should be sent to: 




Northpoint/Webb
Bridge I LLC

c/o OpusSouth Corporation

11675 Great Oaks Way, Suite 144

Alpharetta, Georgia 30022

Attention: Director of Leasing 




[SIGNATURES ON NEXT PAGE]  


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	 	 	NORTHPOINT/WEBB BRIDGE I LLC, a Delaware limited partnership
	

 	
 	

By:	
 	
Opus South Corporation, a Florida corporation, Managing Member
	

 	
 	

By:	
 	

/s/  NEIL RAVENHURST      

	 	 	Name:	 	Neil Ravenhurst

	 	 	Title:	 	President & CEO






	

READ AND AGREED:	
 	

 
	
NET.B@NK, INC., a Georgia corporation	
 	

 
	

By:	
 	

/s/  ROBERT E. BOWERS      
	
 	

 
	Name:	 	Robert E. Bowers
	 	 
	Title:	 	CFO
	 	 




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Exhibit B    
  


Primis Lease Rent Summary  



	Building	 	Royal Center III
	Lease SF	 	11,753
	Venture Assumption Lease Start Date	 	6/1/01
	Expiration	 	7/31/04





	
Primis Rent Schedule
 
	
 	

PSF
	
 	

Annual
	
 	

Monthly

	8/1/00 - 7/31/01	 	$	19.99	 	$	234,942	 	$	19,579
	8/1/01 - 7/31/02	 	$	20.49	 	$	240,819	 	$	20,068
	8/1/02 - 7/31/03	 	$	21.00	 	$	246,813	 	$	20,568
	8/1/03 - 7/31/04	 	$	21.53	 	$	253,042	 	$	21,087




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Exhibit 10.2


FOURTH AMENDMENT TO LEASE AGREEMENT (First Floor Lease)



Exhibit B